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DocuSign Envelope ID:C360A51DD-00137-461 F-A616-1309026FOB45
<br /> 9.2. If a defaulting Party fails to cure the default as provided above in Section 9.1, unless otherwise agreed in
<br /> writing, the non-defaulting Party may terminate any unfulfilled portion of this Agreement. In the event of
<br /> termination for default, the defaulting Party will promptly return to the non-defaulting Party any of its Confidential
<br /> Information. Any termination of this Agreement will not relieve either party of obligations previously incurred
<br /> pursuant to this Agreement, including payments which may be due and owing at the time of termination. All sums
<br /> owed by Customer to Motorola will become due and payable immediately upon termination of this Agreement.
<br /> Upon the effective date of termination, Motorola will have no further obligation to provide Services.
<br /> 9.3. In the event Customer elects to terminate this Agreement for any reason other than default, Customer shall
<br /> pay Motorola for the conforming Equipment and/or Software delivered and all services performed.
<br /> SECTION 10 LIMITATION OF LIABILITY
<br /> Except for personal injury or death, Motorola's total liability, whether for breach of contract, warranty, negligence,
<br /> strict liability in tort, or otherwise, will be limited to the direct damages recoverable under law, but not to exceed
<br /> the price of the Equipment, Software, or Services with respect to which losses or damages are claimed.
<br /> ALTHOUGH THE PARTIES ACKNOWLEDGE THE POSSIBILITY OF SUCH LOSSES OR DAMAGES, THEY
<br /> AGREE THAT MOTOROLA WILL NOT BE LIABLE FOR ANY COMMERCIAL LOSS; INCONVENIENCE; LOSS
<br /> OF USE, TIME, DATA, GOOD WILL, REVENUES, PROFITS OR SAVINGS; OR OTHER SPECIAL,
<br /> INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES IN ANY WAY RELATED TO OR ARISING FROM
<br /> THIS AGREEMENT OR THE PERFORMANCE OF SERVICES BY MOTOROLA PURSUANT TO THIS
<br /> AGREEMENT. No action for contract breach or otherwise relating to the transactions contemplated by this
<br /> Agreement may be brought more than one (1) year after the accrual of the cause of action, except for money due
<br /> upon an open account. This limitation of liability will survive the expiration or termination of this Agreement and
<br /> applies notwithstanding any contrary provision.
<br /> SECTION 11 EXCLUSIVE TERMS AND CONDITIONS
<br /> 11.1 This Agreement supersedes all prior and concurrent agreements and understandings between the
<br /> parties, whether written or oral, related to the Services, and there are no agreements or representations
<br /> concerning the subject matter of this Agreement except for those expressed herein. The Agreement may not be
<br /> amended or modified except by a written agreement signed by authorized representatives of both parties.
<br /> 11.2 Customer agrees to reference this Agreement on any purchase order issued in furtherance of this
<br /> Agreement, however, an omission of the reference to this Agreement will not affect its applicability. In no event
<br /> will either party be bound by any terms contained in a Customer purchase order, acknowledgement, or other
<br /> writings unless: the purchase order, acknowledgement, or other writing specifically refers to this Agreement;
<br /> clearly indicate the intention of both parties to override and modify this Agreement; and the purchase order,
<br /> acknowledgement, or other writing is signed by authorized representatives of both parties.
<br /> SECTION 12 CONFIDENTIALITY
<br /> 12.1 Confidentiality Obligation. Each party is a disclosing party("Discloser") and a receiving party("Recipient")
<br /> under this Agreement. During the term of this Agreement and for a period of three (3) years from the date of
<br /> expiration or termination of this Agreement, recipient will (i) not disclose Confidential Information to any third
<br /> party; (ii) restrict disclosure of Confidential Information to only those employees (including, but not limited to,
<br /> employees of any wholly owned subsidiary, a parent company, any other wholly owned subsidiaries of the same
<br /> parent company), agents or consultants who must be directly involved with the Confidential Information for the
<br /> purpose and who are bound by confidentiality terms substantially similar to those in this Agreement; (iii) not
<br /> reverse engineer, de-compile or disassemble any Confidential Information; (iv) use the same degree of care as
<br /> for its own information of like importance, but at least use reasonable care, in safeguarding against disclosure of
<br /> Confidential Information; (v) promptly notify discloser upon discovery of any unauthorized use or disclosure of the
<br /> Confidential Information and take reasonable steps to regain possession of the Confidential Information and
<br /> prevent further unauthorized actions or other breach of this Agreement; and (vi) only use the Confidential
<br /> Information as needed to fulfill this Agreement.
<br /> 12.2. Required Disclosure. If a recipient is required to disclose Confidential Information pursuant to applicable
<br /> law, statute, or regulation, or court order, the recipient will give to the discloser prompt written notice of the
<br /> VIPER SUAIII 22 Feburary 2019
<br /> Lifecycle Sustainment Services Use or disclosure of this proposal is subject
<br /> to the restrictions on the cover page.
<br /> © Motorola Solutions Confidential Restricted Lifecycle Management Pricing 4-4
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