55A - RESO AND AGMT - 800MHZ RADIO SYS

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authorization of Motorola and the appropriate governmental authority of the United States, in, any form export or rc- export, sell or resell, ship or reship, or divert, through direct or indirect means, any item or technical data or direct or indirect products sold or otherwise firnished to any person within any territory for which the United States Government or any of its agencies at the time of the action, requires an export license or other governmental approval. Violation of this provision is a material breach of this Agreement. 133, ASSIGNMENTS AND SUBCONTRACTING. (Covered by the primary agreement.) 13,4. GOVERNING LAW. The terms of the U.N. Convention on Contracts for the International Sale of Goods do not apply. In the event that the Uniform Computer Information Transaction Act, any version of this Act, or a. substantially similar law (collectively "UCITA ") becomes applicable to a party's performance under this Agreement, UCITA does not govern any aspect of this Agreement or any license granted under this Agreement, or any of the parties' rights or obligations under this Agreement. The governing law will be that in effect prior to the applicability of UCITA, 13.5. THIRD PARTY BENEFICIARIES. This Agreement is entered into solely for the benefit of Motorola and Licensee. No third party has the right to make any claim or assert any right under this Agreement, and no third party is deemed a beneficiary of this Agreement, Notwithstanding the foregoing, any licensor or supplier of third party software included in the Software will be a direct and intended, third patty beneficiary of this Agreement. 13.6. SURVIVAL. Sections 4, 5, 6.3, 7, 8, 9, 10, I 1 and 13 survive the termination of this Agreement. 13.7. ORDER OF PRECEDENCE. In the event of inconsistencies between this Exhibit and the Primary Agreement, the patties agree that this Exhibit prevails, only with respect to the specific subject matter of this Exhibit, and not the Primary Agreement or any other exhibit as it applies to any other subj ect matter. 13.8 SECURITY. Motorola uses reasonable means in the design and writing of its own Software and the acquisition of third party Software to limit Security Vulnerabilities. While no software can be guaranteed to be free from Security Vulnerabilities, if a Security Vulnerability is discovered, Motorola will take the steps set forth in Section 6 of this Agreement. City of Santa Ana NICC7500 P25 Dispatch Migration and Subscribers Motorola SOILWOM Confidenflal Restricted 55A -152 02 April 2015 Use or disclosure of this proposal is subject to the restrictions on the cover page. Terms and Condiflons 8 -20