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Revised June 16, 2018 <br />During the term of this Agreement and continuing for a period of two (2) years thereafter, Customer will not hire, engage on <br />contract, solicit the employment of, or recommend employment to any third party of any employee of Motorola or its <br />subcontractors without the prior written authorization of Motorola. This provision applies only to those employees of <br />Motorola or its subcontractors who are responsible for rendering services under this Agreement. If this provision is found to <br />be overly broad under applicable law, it will be modified as necessary to conform to applicable law. <br /> <br />Section 16. MATERIALS, TOOLS AND EQUIPMENT <br />All tools, equipment, dies, gauges, models, drawings or other materials paid for or furnished by Motorola for the purpose of <br />this Agreement will be and remain the sole property of Motorola. Customer will safeguard all such property while it is in <br />Customer’s custody or control, be liable for any loss or damage to this property, and return it to Motorola upon request. This <br />property will be held by Customer for Motorola’s use without charge and may be removed from Customer’s premises by <br />Motorola at any time without restriction. <br /> <br />Section 17. GENERAL TERMS <br /> 17.1. If any court renders any portion of this Agreement unenforceable, the remaining terms will continue in full force and <br />effect. <br /> <br />17.2. This Agreement and the rights and duties of the parties will be interpreted in accordance with the laws of the State in <br />which the Services are performed. <br /> <br />17.3. Failure to exercise any right will not operate as a waiver of that right, power, or privilege. <br /> <br />17.4. Neither party is liable for delays or lack of performance resulting from any causes that are beyond that party’s <br />reasonable control, such as strikes, material shortages, or acts of God. <br /> <br />17.5. Motorola may subcontract any of the work, but subcontracting will not relieve Motorola of its duties under this <br />Agreement. <br /> <br />17.6. Except as provided herein, neither Party may assign this Agreement or any of its rights or obligations hereunder <br />without the prior written consent of the other Party, which consent will not be unreasonably withheld. Any attempted <br />assignment, delegation, or transfer without the necessary consent will be void. Notwithstanding the foregoing, Motorola <br />may assign this Agreement to any of its affiliates or its right to receive payment without the prior consent of Customer. In <br />addition, in the event Motorola separates one or more of its businesses (each a “Separated Business”), whether by way of a <br />sale, establishment of a joint venture, spin-off or otherwise (each a “Separation Event”), Motorola may, without the prior <br />written consent of the other Party and at no additional cost to Motorola, assign this Agreement such that it will continue to <br />benefit the Separated Business and its affiliates (and Motorola and its affiliates, to the extent applicable) following the <br />Separation Event. <br /> <br />17.7. THIS AGREEMENT WILL RENEW, FOR AN ADDITIONAL ONE (1) YEAR TERM, ON EVERY ANNIVERSARY OF <br />THE START DATE UNLESS EITHER THE COVER PAGE SPECIFICALLY STATES A TERMINATION DATE OR ONE <br />PARTY NOTIFIES THE OTHER IN WRITING OF ITS INTENTION TO DISCONTINUE THE AGREEMENT NOT LESS <br />THAN THIRTY (30) DAYS OF THAT ANNIVERSARY DATE. At the anniversary date, Motorola may adjust the price of the <br />Services to reflect its current rates. <br /> <br />17.8. If Motorola provides Services after the termination or expiration of this Agreement, the terms and conditions in effect <br />at the time of the termination or expiration will apply to those Services and Customer agrees to pay for those services on a <br />time and materials basis at Motorola’s then effective hourly rates. <br /> <br />17.9 This Agreement may be executed in one or more counterparts, all of which shall be considered part of the <br />Agreement. The parties may execute this Agreement in writing, or by electronic signature, and any such electronic signature <br />shall have the same legal effect as a handwritten signature for the purposes of validity, enforceability and admissibility. In <br />addition, an electronic signature, a true and correct facsimile copy or computer image of this Agreement shall be treated as <br />and shall have the same effect as an original signed copy of this document. <br /> <br /> <br />DocuSign Envelope ID: 5E4513BA-2943-4827-A7A1-FB7D36DACFAA