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DocuSign Envelope ID:C360A51DD-00137-461 F-A616-1309026FOB45 <br /> request and a reasonable opportunity to object to such disclosure and seek a protective order or appropriate <br /> remedy. If, in the absence of a protective order, the recipient determines, upon the advice of counsel, that it is <br /> required to disclose such information, it may disclose only Confidential Information specifically required and only <br /> to the extent required to do so. <br /> 12.3. Confidential Exceptions. Recipient is not obligated to maintain as confidential, Confidential Information <br /> that recipient can demonstrate by documentation (i) is now available or becomes available to the public without <br /> breach of this Agreement; (ii) is explicitly approved for release by written authorization of discloser; (iii) is lawfully <br /> obtained from a third party or parties without a duty of confidentiality; (iv) is known to the recipient prior to such <br /> disclosure; or (v) is independently developed by recipient without the use of any discloser's Confidential <br /> Information or any breach of this Agreement. <br /> 12.4. Ownership and Retention. All Confidential Information remains the property of the discloser and will not <br /> be copied or reproduced without the express written permission of the discloser, except for copies that are <br /> absolutely necessary in order to fulfill this Agreement. Within ten (10) days of receipt of discloser's written <br /> request, recipient will return all Confidential Information to discloser along with all copies and portions thereof, or <br /> certify in writing that all such Confidential Information has been destroyed. However, recipient may retain one (1) <br /> archival copy of the Confidential Information that it may use only in case of a dispute concerning this Agreement. <br /> No license, express or implied, in the Confidential Information is granted other than to use the Confidential <br /> Information in the manner and to the extent authorized by this Agreement. The discloser warrants that it is <br /> authorized to disclose any Confidential Information it discloses pursuant to this Agreement. <br /> Section 13 PRESERVATION OF MOTOROLA'S PROPRIETARY RIGHTS <br /> Motorola, the third party manufacturer of any Equipment, and the copyright owner of any Non-Motorola Software <br /> own and retain all of their respective Proprietary Rights in the Equipment and Software, and nothing in this <br /> Agreement is intended to restrict their Proprietary Rights. All intellectual property developed, originated, or <br /> prepared by Motorola in connection with providing to Customer the Equipment, Software, or related services <br /> remain vested exclusively in Motorola, and this Agreement does not grant to Customer any shared development <br /> rights of intellectual property. Except as explicitly provided in the Software License Agreement, Motorola does not <br /> grant to Customer, either directly or by implication, estoppel, or otherwise, any right, title or interest in Motorola's <br /> Proprietary Rights. Customer will not modify, disassemble, peel components, decompile, otherwise reverse <br /> engineer or attempt to reverse engineer, derive source code or create derivative works from, adapt, translate, <br /> merge with other software, reproduce, distribute, sublicense, sell or export the Software, or permit or encourage <br /> any third party to do so. The preceding sentence does not apply to Open Source Software which is governed by <br /> the standard license of the copyright owner. <br /> Section 14 FCC LICENSES AND OTHER AUTHORIZATIONS <br /> Customer is solely responsible for obtaining licenses or other authorizations required by the Federal <br /> Communications Commission or any other federal, state, or local government agency and for complying with all <br /> rules and regulations required by governmental agencies. Neither Motorola nor any of its employees is an agent <br /> or representative of Customer in any governmental matters. <br /> Section 15 DISPUTES <br /> The Parties will use the following procedure to address any dispute arising under this Agreement(a "Dispute"). <br /> 15.1 GOVERNING LAW. This Agreement will be governed by and construed in accordance with the laws of <br /> the State of North Carolina. <br /> 15.2 NEGOTIATION. Either Party may initiate the Dispute resolution procedures by sending a notice of <br /> Dispute ("Notice of Dispute"). The Parties will attempt to resolve the Dispute promptly through good faith <br /> negotiations including 1) timely escalation of the Dispute to executives who have authority to settle the Dispute <br /> and who are at a higher level of management than the persons with direct responsibility for the matter and 2) <br /> direct communication between the executives. If the Dispute has not been resolved within ten (10) days from the <br /> Notice of Dispute, the Parties will proceed to mediation. <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 4-5 <br />