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Section 14 LIMITATION OF LIABILITY
<br />Except for personal injury or death, Motorola's total liability, whether for breach of contract,
<br />warranty, negligence, strict liability in tort, indemnification, or otherwise, will be limited to the
<br />direct damages recoverable under law, but not to exceed the price of the Equipment, Software, or
<br />services with respect to which losses or damages are claimed. ALTHOUGH THE PARTIES
<br />ACKNOWLEDGE THE POSSIBILITY OF SUCH LOSSES OR DAMAGES, THEY AGREE
<br />THAT MOTOROLA WILL NOT BE LIABLE FOR ANY COMMERCIAL LOSS;
<br />INCONVENIENCE; LOSS OF USE, TIME, DATA, GOOD WILL, REVENUES, PROFITS
<br />OR SAVINGS; OR OTHER SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL
<br />DAMAGES IN ANY WAY RELATED TO OR ARISING FROM THIS AGREEMENT, THE
<br />SALE OR USE OF THE EQUIPMENT OR SOFTWARE, OR THE PERFORMANCE OF
<br />SERVICES BY MOTOROLA PURSUANT TO THIS AGREEMENT. This limitation of
<br />liability provision survives the expiration or termination of the Agreement and applies
<br />notwithstanding any contrary provision. No action for contract breach or otherwise relating to
<br />the transactions contemplated by this Agreement may be brought more than one (1) year after the
<br />accrual of the cause of action, except for money due upon an open account.
<br />Section 15 CONFIDENTIALITY AND PROPRIETARY RIGHTS
<br />15.1. CONFIDENTIAL INFORMATION. During the term of this Agreement, the parties may
<br />provide each other with Confidential Information. Each Party will: maintain the confidentiality
<br />of the other Party's Confidential Information and not disclose it to any third party, except as
<br />authorized by the disclosing Party in writing or as required by a court of competent jurisdiction;
<br />restrict disclosure of the Confidential Information to its employees who have a `heed to know"
<br />and not copy or reproduce the Confidential Information; take necessary and appropriate
<br />precautions to guard the confidentiality of the Confidential Information, including informing its
<br />employees who handle the Confidential Information that it is confidential and is not to be
<br />disclosed to others, but these precautions will be at least the same degree of care that the
<br />receiving Party applies to its own confidential information and will not be less than reasonable
<br />care; and use the Confidential Information only in furtherance of the performance of this
<br />Agreement. Confidential Information is and will at all times remain the property of the
<br />disclosing Party, and no grant of any proprietary rights in the Confidential Information is given
<br />or intended, including any express or implied license, other than the limited right of the recipient
<br />to use the Confidential Information in the manner and to the extent permitted by this Agreement.
<br />15.2. PRESERVATION OF MOTOROLA'S PROPRIETARY RIGHTS. Motorola, the third
<br />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
<br />nothing in this Agreement is intended to restrict their Proprietary Rights. All intellectual
<br />property developed, originated, or prepared by Motorola in connection with providing to
<br />Customer the Equipment, Software, or related services remain vested exclusively in Motorola,
<br />and this Agreement does not grant to Customer any shared development rights of intellectual
<br />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
<br />interest in Motorola's Proprietary Rights. Customer will not modify, disassemble, peel
<br />components, decompile, otherwise reverse engineer or attempt to reverse engineer, derive source
<br />Santa Ana, CSA Page 12 May 2, 2005
<br />Motorola Contract No. 05.17505
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