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Motorola's warranties are extended by Motorola to Customer only, and are not assignable or <br />transferrable. <br />6.4. Pass -Through Warranties. Notwithstanding any provision of this Agreement to the <br />contrary, Motorola will have no liability for third -party software or hardware provided by Motorola; <br />provided, however, that to the extent offered by third -party providers of software or hardware and <br />to the extent permitted by law, Motorola will pass through express warranties provided by such <br />third parties. <br />6.5. WARRANTY DISCLAIMER. EXCEPT FOR THE EXPRESS AND PASS THROUGH <br />WARRANTIES IN THIS AGREEMENT, PRODUCTS AND SERVICES PURCHASED <br />HEREUNDER ARE PROVIDED "AS IS" AND WITH ALL FAULTS. WARRANTIES SET FORTH <br />IN THE AGREEMENT ARE THE COMPLETE WARRANTIES FOR THE PRODUCTS AND <br />SERVICES AND MOTOROLA DISCLAIMS ALL OTHER WARRANTIES OR CONDITIONS, <br />EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, <br />FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND QUALITY. MOTOROLA DOES NOT <br />REPRESENT OR WARRANT THAT USE OF THE PRODUCTS AND SERVICES WILL BE <br />UNINTERRUPTED, ERROR -FREE, OR FREE OF SECURITY VULNERABILITIES, OR THAT <br />THEY WILL MEET CUSTOMER'S PARTICULAR REQUIREMENTS. <br />7. Indemnification. <br />7.1. General Indemnity. Motorola will defend, indemnify, and hold Customer, its City Council, <br />employees, agents and representatives harmless from and against any and all damages, losses, <br />liabilities, and expenses (including reasonable fees and expenses of attorneys) arising from and <br />against any and all actual or threatened third -party claim, demand, action, or proceeding ("Claim") <br />for personal injury, death, or direct damage to tangible property to the extent caused by Motorola's <br />negligence, gross negligence or willful misconduct while performing its duties and obligations <br />under this Agreement, an Ordering Document, or an Addendum, except to the extent the claim <br />arises from Customer's negligence or willful misconduct. Motorola's duties under this Section 7.1 <br />— General Indemnity are conditioned upon: (a) Customer promptly notifying Motorola in writing <br />of the Claim; (b) Motorola having sole control of the defense of the suit and all negotiations for its <br />settlement or compromise, except that Customer's express prior written consent shall be required <br />for any such settlement or compromise; and (c) Customer cooperating with Motorola and, if <br />requested by Motorola, providing reasonable assistance in the defense of the Claim. <br />7.2. Intellectual Property Infringement. Motorola will defend Customer against any third -party <br />claim alleging that a Motorola -developed or manufactured Product or Service (the "Infringing <br />Product") directly infringes a United States patent or copyright ("Infringement Claim"), and <br />Motorola will pay all damages finally awarded against Customer by a court of competent <br />jurisdiction for an Infringement Claim, or agreed to in writing by Motorola in settlement of an <br />Infringement Claim. Motorola's duties under this Section 7.2 — Intellectual Property <br />Infringement are conditioned upon: (a) Customer promptly notifying Motorola in writing of the <br />Infringement Claim; (b) Motorola having sole control of the defense of the suit and all negotiations <br />for its settlement or compromise, except that Customer's express prior written consent shall be <br />required for any such settlement or compromise; and (c) Customer cooperating with Motorola <br />and, if requested by Motorola, providing reasonable assistance in the defense of the Infringement <br />Claim. <br />7.2.1. If an Infringement Claim occurs, or in Motorola's opinion is likely to occur, Motorola <br />may at its option and expense: (a) procure for Customer the right to continue using <br />the Infringing Product; (b) replace or modify the Infringing Product so that it <br />becomes non -infringing; or (c) grant Customer (i) a pro -rated refund of any <br />Motorola Customer Agreement <br />