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which losses or damages are claimed. ALTHOUGH THE PARTIES ACKNOWLEDGE HE POSSIBILITY
<br /> OF SUCH LOSSES OR DAMAGES,THEY AGREE THAT MOTOROLA WILL NOT B LIABLE FOR ANY
<br /> COMMERCIAL LOSS; INCONVENIENCE; LOSS OF USE, TIME, DATA, GOOD ILL, REVENUES,
<br /> PROFITS OR SAVINGS; OR OTHER SPECIAL, INCIDENTAL, INDIRECT, OR ONSEQUENTIAL
<br /> DAMAGES IN ANY WAY RELATED TO OR ARISING FROM THIS AGREEMENT, T E SALE OR USE
<br /> OF THE EQUIPMENT OR SOFTWARE, OR THE PERFORMANCE OF SERVICE BY MOTOROLA
<br /> PURSUANT TO THIS AGREEMENT. This limitation of liability provision survive the expiration or
<br /> termination of the Agreement and applies notwithstanding any contrary provision. No action for contract
<br /> breach or otherwise relating to the transactions contemplated by this Agreement ma be brought more
<br /> than one (1)year after the accrual of the cause of action, except for money due upon a open account.
<br /> Section 15 CONFIDENTIALITY AND PROPRIETARY RIGHTS
<br /> 15.1. CONFIDENTIAL INFORMATION. During the term of this Agreement, the p rties may provide
<br /> each other with Confidential Information. Each Party will: maintain the confidentiality f the other Party's
<br /> Confidential Information and not disclose it to any third party, except as authorized by t e disclosing Party
<br /> in writing or as required by a court of competent jurisdiction; restrict disclosure f the Confidential
<br /> Information to its employees who have a "need to know" and not copy or reprodu a the Confidential
<br /> Information; take necessary and appropriate precautions to guard the confidentiality f the Confidential
<br /> Information, including informing its employees who handle the Confidential Info ation that it is
<br /> confidential and is not to be disclosed to others, but these precautions will be at least t e same degree of
<br /> care that the receiving Party applies to its own confidential information and will not be less than
<br /> reasonable care; and use the Confidential Information only in furtherance of the p rformance of this
<br /> Agreement. Confidential Information is and will at all times remain the property of th disclosing Party,
<br /> and no grant of any proprietary rights in the Confidential Information is given or inten ed, including any
<br /> express or implied license, other than the limited right of the recipient to use the Confi ential Information
<br /> in the manner and to the extent permitted by this Agreement.
<br /> 15.2. PRESERVATION OF MOTOROLA'S PROPRIETARY RIGHTS. Motorol , the third party
<br /> manufacturer of any Equipment, and the copyright owner of any Non-Motorola Softw re own and retain
<br /> all of their respective Proprietary Rights in the Equipment and Software, and nothing in this Agreement is
<br /> intended to restrict their Proprietary Rights. All intellectual property developed, originat d, or prepared by
<br /> Motorola in connection with providing to Customer the Equipment, Software, or relat services remain
<br /> vested exclusively in Motorola, and this Agreement does not grant to Customer any sh red development
<br /> rights of intellectual property. Except as explicitly provided in the Software License Ag eement, Motorola
<br /> does not grant to Customer, either directly or by implication, estoppel, or otherwise, any right, title or
<br /> interest in Motorola's Proprietary Rights. Customer will not modify, disassemble, eel components,
<br /> decompile, otherwise reverse engineer or attempt to reverse engineer, derive sour a code or create
<br /> derivative works from, adapt, translate, merge with other software, reproduce, distribut , sublicense, sell
<br /> or export the Software, or permit or encourage any third party to do so. The preceding entence does not
<br /> apply to Open Source Software which is governed by the standard license of the copyri ht owner.
<br /> 15.3. This Section 15 shall also apply to Motorola's Standard Managed Zone C re Agreement. (if
<br /> applicable)
<br /> Section 16 GENERAL
<br /> 16.1. TAXES. The Contract Price does not include any excise, sales, lease, use, roperty, or other
<br /> taxes, assessments or duties, all of which will be paid by Customer except as exempt b law. If Motorola
<br /> is required to pay any of these taxes, Motorola will send an invoice to Customer and C stomer will pay to
<br /> Motorola the amount of the taxes (including any interest and penalties) within twenty ( 0) days after the
<br /> date of the invoice. Customer will be solely responsible for reporting the Equipment for personal property
<br /> tax purposes, and Motorola will be solely responsible for reporting taxes on its income o net worth.
<br /> 16.2. ASSIGNABILITY AND SUBCONTRACTING. Except as provided herein, n ither Party may
<br /> assign this Agreement or any of its rights or obligations hereunder without the prior writ n consent of the
<br /> other Party, which consent will not be unreasonably withheld. Any attempted assignm nt, delegation, or
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<br /> StarCom CSA_05.09.13.doc
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