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compensate Motorola for its out-of-pocket costs incurred due to the delay (including those <br />incurred by Motorola's affiliates, vendors, and subcontractors). <br />12. Disputes. The Parties will use the following procedure to resolve any disputes relating to <br />or arising out of this Agreement (each, a "Dispute"): <br />12.1. Governing Law. All matters relating to or arising out of the Agreement are governed by the <br />laws of the State of Illinois, unless Customer is the United States Government (or an agency <br />thereof), in which case all matters relating to or arising out of the Agreement will be governed by <br />the laws of the State in which the Products and Services are provided. The terms of the U.N. <br />Convention on Contracts for the International Sale of Goods and the Uniform Computer <br />Information Transactions Act will not apply. <br />12.2. Negotiation; Mediation. Either Party may initiate dispute resolution procedures by sending <br />a notice of Dispute ("Notice of Dispute") to the other Party. The Parties will attempt to resolve <br />the Dispute promptly through good faith negotiations, including timely escalation of the Dispute to <br />executives who have authority to settle the Dispute (and who are at a higher level of management <br />than the persons with direct responsibility for the matter). If a Dispute is not resolved through <br />negotiation, either Party may initiate mediation by sending a notice of mediation ("Notice of <br />Mediation") to the other Party. The Parties will choose an independent mediator within thirty (30) <br />days of such Notice of Mediation. Neither Party may unreasonably withhold consent to the <br />selection of a mediator, but if the Parties are unable to agree upon a mediator, either Party may <br />request that the American Arbitration Association nominate a mediator. Each Party will bear its <br />own costs of mediation, but the Parties will share the cost of the mediator equally. Each Party will <br />participate in the mediation in good faith and will be represented at the mediation by a business <br />executive with authority to settle the Dispute. All in person meetings under this Section 12.2 — <br />Negotiation; Mediation will take place in Orange County, California, and all communication <br />relating to the Dispute resolution will be maintained in strict confidence by the Parties. <br />Notwithstanding the foregoing, any Dispute arising from or relating to Motorola's intellectual <br />property rights will not be subject to negotiation or mediation in accordance with this Section, but <br />instead will be decided by a court of competent jurisdiction, in accordance with Section 12.3 — <br />Litigation, Venue, Jurisdiction below. <br />12.3. Litigation, Venue, Jurisdiction. If the Dispute has not been resolved by mediation within <br />sixty (60) days from the Notice of Mediation, either Party may submit the Dispute exclusively to a <br />court in Orange County, California. Each Party expressly consents to the exclusive jurisdiction of <br />such courts for resolution of any Dispute and to enforce the outcome of any mediation. <br />13. General. <br />13.1. Compliance with Laws. Each Party will comply with applicable laws in connection with the <br />performance of its obligations under this Agreement, including that Customer will ensure its and <br />its Authorized Users' use of the Products and Services complies with law (including privacy laws), <br />and Customer will obtain any FCC and other licenses or authorizations (including licenses or <br />authorizations required by foreign regulatory bodies) required for its and its Authorized Users' use <br />of the Products and Services. Motorola may, at its discretion, cease providing or otherwise modify <br />Products and Services (or any terms related thereto in an Addendum or Ordering Document), in <br />order to comply with any changes in applicable law. <br />13.2. Audit; Monitoring. Motorola will have the right to monitor and audit use of the Products, <br />which may also include access by Motorola to Customer Data and Service Use Data. Customer <br />will provide notice of such monitoring to its Authorized Users and obtain any required consents, <br />including individual end users, and will cooperate with Motorola in any monitoring or audit. <br />Motorola Customer Agreement 14 <br />