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operating system, or version not approved by Motorola; (c) Customer fails to make any payments <br />when due; or (d) Customer fails to comply with any of its other obligations or otherwise delays <br />Motorola's ability to perform. <br />3.4. Effect of Termination or Expiration. Upon termination for any reason or expiration of this <br />Agreement, an Addendum, or an Ordering Document, Customer and the Authorized Users will <br />return or destroy (at Motorola's option) all Motorola Materials and Motorola's Confidential <br />Information in their possession or control and, as applicable, provide proof of such destruction, <br />except that Equipment purchased by Customer should not be returned. If Customer has any <br />outstanding payment obligations under this Agreement, Motorola may accelerate and declare all <br />such obligations of Customer immediately due and payable by Customer. Notwithstanding the <br />reason for termination or expiration, Customer must pay Motorola for Products and Services <br />already delivered. Customer has a duty to mitigate any damages under this Agreement, including <br />in the event of default by Motorola and Customer's termination of this Agreement. <br />4. Payment and Invoicing. <br />4.1. Fees. Fees and charges applicable to the Products and Services (the "Fees") will be as <br />set forth in the applicable Addendum or Ordering Document, and such Fees may be changed by <br />Motorola at any time, except that Motorola will not change the Fees for Products and Services <br />purchased by Customer during the term of an active Ordering Document or during a Subscription <br />Term (as defined and further described in the applicable Addendum). Changes in the scope of <br />Services described in an Ordering Document may require an adjustment to the Fees due under <br />such Ordering Document. If a specific invoicing or payment schedule is set forth in the applicable <br />Addendum or Ordering Document, such schedule will apply solely with respect to such Addendum <br />or Ordering Document. Unless otherwise specified in the applicable Ordering Document, the Fees <br />for any Services exclude expenses associated with unusual and costly Site access requirements <br />(e.g., if Site access requires a helicopter or other equipment), and Customer will reimburse <br />Motorola for these or other expenses incurred by Motorola in connection with the Services. <br />4.2. Taxes. The Fees do not include any excise, sales, lease, use, property, or other taxes, <br />assessments, duties, or regulatory charges or contribution requirements (collectively, "Taxes"), <br />all of which will be paid by Customer, except as exempt by law, unless otherwise specified in an <br />Ordering Document. If Motorola is required to pay any Taxes, Customer will reimburse Motorola <br />for such Taxes (including any interest and penalties) within thirty (30) days after Customer's <br />receipt of an invoice therefore. Customer will be solely responsible for reporting the Products for <br />personal property tax purposes, and Motorola will be solely responsible for reporting taxes on its <br />income and net worth. <br />4.3. Invoicing. Motorola will invoice Customer at the frequency set forth in the applicable <br />Addendum or Ordering Document, and Customer will pay all invoices within thirty (30) days of the <br />invoice date or as otherwise specified in the applicable Addendum or Ordering Document. Late <br />payments will be subject to interest charges at the maximum rate permitted by law, commencing <br />upon the due date. Motorola may invoice electronically via email, and Customer agrees to receive <br />invoices via email at the email address set forth in an Ordering Document. Customer <br />acknowledges and agrees that a purchase order or other notice to proceed is not required for <br />payment for Products or Services. <br />5. Sites; Customer -Provided Equipment; Non -Motorola Content. <br />5.1. Access to Sites. Customer will be responsible for providing all necessary permits, licenses, <br />and other approvals necessary for the installation and use of the Products and the performance <br />of the Services at each applicable Site, including for Motorola to perform its obligations hereunder, <br />Motorola Customer Agreement 4 <br />