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SAVINGS; OR OTHER SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES
<br />IN ANY WAY RELATED TO OR ARISING FROM THIS AGREEMENT, THE SALE OR USE OF
<br />TIIE EQUIPMENT OR SOFTWARE, OR THE PERFORMANCE OF SERVICES BY MOTOROLA
<br />PURSUANT TO THIS AGREEMENT. This limitation of liability provision survives the expiration or
<br />termination of the Agreement.
<br />Section 13 Proprietary Rights
<br />13.1 Proprietary Rights of Equipment and Software. Motorola owns and retains all of its
<br />Proprietary Rights in the Equipment and Software. The third party manufacturer of any
<br />Equipment and the copyright owner of any Non - Motorola Software own and retain all of
<br />their Proprietary Rights in the Equipment and Software. Nothing in this Agreement is
<br />intended to restrict the Proprietary Rights of Motorola, any copyright owner of Non -
<br />Motorola Software, or any third party manufacturer of Equipment. All intellectual
<br />property developed, originated, or prepared by Motorola in connection with providing to
<br />Customer the Equipment and Software remain vested exclusively in Motorola, and this
<br />Agreement does not grant to Customer any shared development rights of intellectual
<br />property.
<br />13.2 Software License. Except as explicitly provided in the Software License agreement,
<br />nothing in this Agreement will be deemed to grant, either directly or by implication,
<br />estoppel, or otherwise, any right, title or interest in Motorola's Proprietary Rights.
<br />Concerning both the Motorola Software and Non - Motorola Software, Customer agrees
<br />not to modify, disassemble, peel components, decompile, otherwise reverse engineer or
<br />attempt to reverse engineer, derive source code or create derivative works from, adapt,
<br />translate, merge with other software, reproduce, or export the Software or permit or
<br />encourage any third party to do so.
<br />Section 14 General
<br />14.1 Taxes. The Agreement Price does not include any amount for federal, state, or local
<br />excise, sales, lease, service, rental, use, property, occupation, or other taxes, assessments
<br />or duties (other than federal, state, and local taxes based on Motorola's income or net
<br />worth), all of which will be paid by Customer except as exempt by law. If Motorola is
<br />required to pay or bear the burden of any such taxes, Motorola will send an invoice to
<br />Customer and Customer will pay Motorola the amount of such taxes (including any
<br />applicable interest and penalties) within thirty (30) days from receipt of the invoice.
<br />Customer will be solely responsible for reporting the Equipment for personal property
<br />tax purposes.
<br />14.2 Assignability. Except as provided herein, neither Party may assign this Agreement or
<br />any of its rights or obligations hereunder without the prior written consent of the other
<br />Party, which consent will not be unreasonably withheld. Any attempted assignment,
<br />delegation, or transfer without the necessary consent will be void. Notwithstanding the
<br />foregoing, Motorola may assign this Agreement to any of its affiliates or its right to
<br />receive payment without the prior consent of Customer. In addition, in the event
<br />Motorola separates one or more of its businesses (each a "Separated Business "), whether
<br />by way of a sale, establishment of a joint venture, spin -off or otherwise (each a
<br />City of Santa Ana
<br />MCC7500 P25 Dispatch Migration and Subscribers
<br />02 April 2015
<br />Use or disclosure of this proposal Is subject
<br />to the restrictions on the cover page,
<br />0 Motorola Solutions Confidential Restricted Terms and Conditions 8 -28
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