R2015-09 AUTHORIZING MOTOROLA SYSTEM SERVICE UPGRADE AGREEMENT

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12.1.This Agreement supersedes all prior and concurrent agreements and understandings between the parties,whether written or oral, related to the Services,and there are no agreements or representations concerning the subject matter of this Agreement except for those expressed herein.The Agreement may not be amended or modified except by a written agreement signed by authorized representatives of both parties. 12.2.Customer agrees to reference this Agreement on any purchase order issued in furtherance of this Agreement, however,an omission of the reference to this Agreement will not affect its applicability. In no event will either party be bound by any terms contained in a Customer purchase order,acknowledgement,or other writings unless:the purchase order,acknowledgement,or other writing specifically refers to this Agreement;clearly indicate the intention of both parties to override and modify this Agreement;and the purchase order,acknowledgement, or other writing is signed by authorized representatives of both parties. Section 13. PROPRIETARY INFORMATION; CONFIDENTIALITY; INTELLECTUAL PROPERTY RIGHTS 13.1.Any information or data in the form of specifications,drawings, reprints,technical information or otherwise fumished to Customer under this Agreement will remain Motorola's property,will be deemed proprietary,will be kept confidential, and will be promptly returned at Motorola's request.Customer may not disclose,without Motorola's written permission or as required by law,any confidential information or data to any person,or use confidential information or data for any purpose other than performing its obligations under this Agreement.The obligations set forth in this Section survive the expiration or termination of this Agreement. 13.2. Unless otherwise agreed in writing, no commercial or technical information disclosed in any manner or at any time by Customer to Motorola will be deemed secret or confidential. Motorola will have no obligation to provide Customer with access to its confidential and proprietary information,including cost and pricing data. 13.3.This Agreement does not grant directly or by implication,estoppel,or otherwise,any ownership right or license under any Motorola patent,copyright,trade secret,or other intellectual property including any intellectual property created as a result of or related to the Equipment sold or Services performed under this Agreement. Section 14. FCC LICENSES AND OTHER AUTHORIZATIONS Customer is solely responsible for obtaining licenses or other authorizations required by the Federal Communications Commission or any other federal,state,or local government agency and for complying with all rules and regulations required by governmental agencies. Neither Motorola nor any of its employees is an agent or representative of Customer in any governmental matters Section 15.COVENANT NOT TO EMPLOY During the term of this Agreement and continuing for a period of two(2)years thereafter, Customer will not hire,engage on contract,solicit the employment of,or recommend employment to any third party of any employee of Motorola or its subcontractors without the prior written authorization of Motorola.This provision applies only to those employees of Motorola or its subcontractors who are responsible for rendering services under this Agreement. If this provision is found to be overly broad under applicable law,it will be modified as necessary to conform to applicable law Section 16. MATERIALS,TOOLS AND EQUIPMENT All tools,equipment,dies,gauges, models,drawings or other materials paid for or furnished by Motorola for the purpose of this Agreement will be and remain the sole property of Motorola.Customer will safeguard all such property while it is in Customer's custody or control, be liable for any loss or damage to this property,and return it to Motorola upon request. This property will be held by Customer for Motorola's use without charge and may be removed from Customer's premises by Motorola at any time without restriction. Section 17.GENERAL TERMS 17.1. If any court renders any portion of this Agreement unenforceable,the remaining terms will continue in full force and effect. 17.2.This Agreement and the rights and duties of the parties will be interpreted in accordance with the laws of the State in which the Services are performed 17.3. Failure to exercise any right will not operate as a waiver of that right,power,or privilege. 17.4.Neither party is liable for delays or lack of performance resulting from any causes that are beyond that party's reasonable control,such as strikes,material shortages,or acts of God. 17.5.Motorola may subcontract any of the work,but subcontracting will not relieve Motorola of its duties under this Agreement.