MOTOROLA, INC. 1 - 2002 - Laserfiche WebLink

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, e e Customer will provide Motorola with designated points of contact (list of names and phone numbers) that will be manned twenty-four (24) hours per day, seven days per week and an escalation procedure to enable Customer's personnel to maintain contact, as needed, with Motorola. Section 8 PAYMENT Unless alternative payment terms are specifically set forth in this Agreement, Motorola will invoice Customer in advance for each payment period. All other charges will be billed monthly, and Customer must pay each invoice in U.S. dollars within twenty (20) days of the invoice date. Customer agrees to reimburse Motorola for all property taxes, sales and use taxes, excise taxes, and other taxes or assessments levied as a result of Services rendered under this Agreement (except income, profit, and franchise taxes of Motorola) by any government entity. Section 9 WARRANTY Motorola warrants that its Services under this Agreement will be free of defects in materials and workmanship for a period of ninety (90) days following completion of those Services. In the event of a breach of this warranty, Customer's sole remedy is to require Motorola to re-perform the non-conforming Services or to refund, on a pro-rata basis, the fees paid for the non-conforming Services. MOTOROLA DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Section 10 CERTIFICATION DISCLAIMER Motorola specifICally disclaims all certifications regarding the manner in which Motorola conducts its business or performs its obligations under this Agreement, unless such certifICations have been expressly accepted and signed by a Motorola authorized signatory. Section 11 DEFAUL TfTERMINATION 11.1. In the event that any sum of money owed by Customer is not paid when due and remains unpaid for a period of thirty (30) days after receipt by Customer of written notice of such delinquency, Motorola may terminate this Agreement effective upon seven (7) days written notice. If either party defaults in the performance of any of its obligations set forth in this Agreement and the default remains uncured for a period of thirty (30) days after receipt by such party of written notice from the other party detailing the specifIC contractual obligation and the nature of the default thereunder, then the injured party, in addition to any other rights available to it under law, may immediately terminate this Agreement effective upon the giving of notice in writing to the defaulting party. 11.2. Any termination of this Agreement will not relieve party of obligations previously incurred pursuant to this Agreement, including but not limited to payments which may be due and owing at the time of termination. Upon effective date of termination, Motorola will have no further obligation to provide Services. 11.3. All sums owed by Customer to Motorola will become due and payable immediately upon termination of this Agreement. Section 12 LIMITATION OF LIABILITY Notwithstanding any other provision, expect for personal injury or death, Motorola's total liability for losses, whether for breach of contract, negligence, warranty, or strict liability in tort, is limited to the price from the previous twelve months of Services provided under this Agreement. IN NO EVENT WILL MOTOROLA BE LIABLE FOR LOSS OF USE, LOSS OF TIME, INCONVENIENCE, LIQUIDATED DAMAGES, COMMERCIAL LOSS, LOST PROFITS OR SAVINGS, OR OTHER INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES TO THE FULL EXTENT SUCH MAY BE DISCLAIMED BY LAW. Section 13 EXCLUSIVE TERMS AND CONDITIONS 13.1. Customer acknowledges that this Agreement supercedes all prior and concurrent agreements and understandings, whether written or oral, related to the Services performed. Neither the Agreement not the Attachments may be altered, amended, or modified except by written agreement signed by authorized representatives of both parties. 13.2. In the event of a conflict between the main body of this Agreement and any Attachments, this main body of this Agreement will take precedence, unless the Attachment specifICally states otherwise. 13.3. Customer agrees to reference this Agreement on any purchase order(s) issued in furtherance of this Agreement. Neither party shall be bound by any terms contained in Customer's purchase order(s), acknowledgements or other writing unless: (I) such purchase order(s), acknowledgements or other writings specifICally refer to this Agreement; (ii) clearly indicate the intention of both parties to override and modify this Agreement; and (iii) such purchase order(s), acknowledgements or other writings are signed by duly authorized representatives of both parties. Section 14 PROPRIETARY INFORMATION; CONFIDENTIALITY 14.1. Any information or data in the form of specifications, drawings, reprints, technical information or otherwise furnished to Customer under this Agreement will remain Motorola's property, will be deemed proprietary, will be kept confidential, and will be promptly returned at Motorola's request. Customer may not disclose, without Motorola's written permission, or as required by law, any such information or data to any person, or use such information or data itself for any purpose other than performing its obligations under this Agreement. The obligations set forth in this Section will survive the cancellation, termination, or completion of this Agreement. 14.2. Unless otherwise agreed in writing, no commercial, financial or technical information disclosed in any manner or at any time by Customer to Motorola will be deemed secret or confidential. Motorola will have no obligation to provide Customer with access to its confidential and proprietary information, including cost and pricing data. Section 15 FCC LICENSES AND OTHER AUTHORIZATIONS Customer is solely responsible for obtaining licenses or other authorizations required by the Federal Communications Commission or any other federal, state, or local government agency and for complying with all rules and regulations required by such agencies. Neither Motorola not any of its employees is an agent or representative of Customer in any governmental matters. Section 16 OWNERSHIP OF INTELLECTUAL PROPERTY This Agreement does not grant directly or by implication, estoppel, or otherwise, any ownership of right or license under any Motorola patent, copyright, trade secret, or other intellectual property created as a result of or related to the Equipment sold or Services performed under this Agreement. Section 17 COVENANT NOT TO EMPLOY iSolutions Service Agreement Page 2 of 3 01/02