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<br />this Agreement except for those expressed herein. The Agreement may not be amended or modified except by a written
<br />agreement signed by authorized representatives of both parties.
<br />12.2. Customer agrees to reference this Agreement on any purchase order issued in furtherance of this Agreement,
<br />however, an omission of the reference to this Agreement shall not affect its applicability. In no event shall either party be
<br />bound by any terms contained in a Customer purchase order, acknowledgement, or other writings unless: the purchase
<br />order, acknowledgement, or other writing specifically refers to this Agreement; clearly indicate the intention of both parties
<br />to override and modify this Agreement; and the purchase order,acknowledgement, or other writing is signed by authorized
<br />representatives of both parties.
<br />Section 13 PROPRIETARY INFORMATION; CONFIDENTIALITY; INTELLECTUAL PROPERTY RIGHTS
<br />13.1. Any information or data in the form of specifications, drawings, reprints, technical information or otherwise furnished
<br />to Customer under this Agreement will remain Motorola's property, will be deemed proprietary, will be kept confidential,
<br />and will be promptly returned at Motorola's request. Customer may not disclose, without Motorola's written permission or
<br />as required by law, any confidential information or data to any person, or use confidential information or data itself for any
<br />purpose other than performing its obligations under this Agreement. The obligations set forth in this Section will survive
<br />the expiration or termination of this Agreement.
<br />13.2. Unless otherwise agreed in writing, no commercial, financial or technical information disclosed in any manner or at
<br />any time by Customer to Motorola will be deemed secret or confidential. Motorola will have no obligation to provide
<br />Customer with access to its confidential and proprietary information, including cost and pricing data.
<br />13.3. This Agreement does not grant directly or by implication, estoppel, or otherwise, any ownership right or license
<br />under any Motorola patent, copyright, trade secret, or other intellectual property including any intellectual properly created
<br />as a result of or related to the Equipment sold or Services performed under this Agreement.
<br />Section 14 FCC LICENSES AND OTHER AUTHORIZATIONS
<br />Customer is solely responsible for obtaining licenses or other authorizations required by the Federal Communications
<br />Commission or any other federal, state, or local government agency and for complying with all rules and regulations
<br />required by governmental agencies. Neither Motorola nor any of its employees is an agent or representative of Customer
<br />in any governmental matters. '
<br />Section 15 COVENANT NOT TO EMPLOY
<br />During the term of this Agreement and continuing for a period of two (2) years thereafter, Customer will not hire, engage
<br />on contract, solicit the employment of, or recommend employment to any thins 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
<br />to be overly broad under applicable law, it will be modified as necessary to conform to applicable law.
<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
<br />of 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 such property, and return it to Motorola upon request.
<br />This property will be held by Customer for Motorola's use without charge and may be removed from Customer's premises
<br />by Motorola at any time without restriction.
<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 />17.2. This Agreement and the rights and duties of the parties will be governed and interpreted in accordance with the
<br />laws of the State in which the Services are performed.
<br />17.3. Failure to exercise any right will not operate as a waiver of that right, power, or privilege.
<br />17.4. Neither party is liable for delays or lads 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 />17.5. Motorola may assign its rights and obligations, and may subcontract any portion of its performance, under this
<br />Agreement.
<br />17.6. 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
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