R2014-87 CONTRACT WITH MOTOROLA SOLUTIONS, INC.

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forth the full extent of Motorola's general indemnification of Customer from liabilities that are in any way related to Motorola's performance under this Agreement. 13.2. GENERAL INDEMNITY BY CUSTOMER. Customer will indemnify and hol Motorola harmless from any and all liability, expense, judgment, suit, cause of action, or demand for pe sonal injury, death, or direct damage to tangible property which may accrue against Motorola to the exte it is caused by the negligence of Customer, its other contractors, or their employees or agents, while pe orming their duties under this Agreement, if Motorola gives Customer prompt, written notice of any the claim or suit. Motorola will cooperate with Customer in its defense or settlement of the claim or sui . This section sets forth the full extent of Customer's general indemnification of Motorola from liabilities hat are in any way related to Customer's performance under this Agreement. 13.3. PATENT AND COPYRIGHT INFRINGEMENT. 13.3.1. Motorola will defend at its expense any suit brought against Customer to the xtent it is based on a third-party claim alleging that the Equipment manufactured by Motorola or the Motorola Software ("Motorola Product") directly infringes a United States patent or copyright ("Inf ingement Claim"). Motorola's duties to defend and indemnify are conditioned upon: Customer promptly tifying Motorola in writing of the Infringement Claim; Motorola having sole control of the defense f the suit and all negotiations for its settlement or compromise; and Customer providing to Motorola ooperation and, if requested by Motorola, reasonable assistance in the defense of the Infringement Cl im. In addition to Motorola's obligation to defend, and subject to the same conditions, Motorola will pay all damages finally awarded against Customer by a court of competent jurisdiction for an Infringement Cl im or agreed to, in writing, by Motorola in settlement of an Infringement Claim. 13.3.2. If an Infringement Claim occurs, or in Motorola's opinion is likely to occur, otorola may at its option and expense: (a) procure for Customer the right to continue using the Mo orola Product; (b) replace or modify the Motorola Product so that it becomes non-infringing while pr viding functionally equivalent performance; or (c) accept the return of the Motorola Product and grant C stomer a credit for the Motorola Product, less a reasonable charge for depreciation. The depreciati n amount will be calculated based upon generally accepted accounting standards. 13.3.3. Motorola will have no duty to defend or indemnify for any Infringement Claim t at is based upon: (a) the combination of the Motorola Product with any software, apparatus or devic not furnished by Motorola; (b) the use of ancillary equipment or software not furnished by Motorola and that is attached to or used in connection with the Motorola Product; (c) Motorola Product designed o manufactured in accordance with Customer's designs, specifications, guidelines or instructions, if the al eged infringement would not have occurred without such designs, specifications, guidelines or i structions; (d) a modification of the Motorola Product by a party other than Motorola; (e) use of the Mo orola Product in a manner for which the Motorola Product was not designed or that is inconsistent wit the terms of this Agreement; or(f)the failure by Customer to install an enhancement release to the Mot rola Software that is intended to correct the claimed infringement. In no event will Motorola's liability resulting from its indemnity obligation to Customer extend in any way to royalties payable on a per use basis or the Customer's revenues, or any royalty basis other than a reasonable royalty based upo revenue derived by Motorola from Customer from sales or license of the infringing Motorola Product. 13.3.4. This Section 13 provides Customer's sole and exclusive remedies and Motorol 's entire liability in the event of an Infringement Claim. Customer has no right to recover and Motorola h s no obligation to provide any other or further remedies, whether under another provision of this Agree ent or any other legal theory or principle, in connection with an Infringement Claim. In addition, the ri hts and remedies provided in this Section 13 are subject to and limited by the restrictions set forth in Secti n 14. Section 14 LIMITATION OF LIABILITY Except for personal injury or death, Motorola's total liability, whether for breach of c ntract, warranty, negligence, strict liability in tort, indemnification, or otherwise, will be limited to th direct damages recoverable under law, but not to exceed the price of the Equipment, Software, or servi s with respect to StarCom CSA_05.09.13.doc 9 Motorola Contract No.