R2014-87 CONTRACT WITH MOTOROLA SOLUTIONS, INC.

Home Browse Search

Section 13 GENERAL 13.1. COPYRIGHT NOTICES. The existence of a copyright notice on the S ftware will not be construed as an admission or presumption of publication of the Software or public dis losure of any trade secrets associated with the Software. 13.2. COMPLIANCE WITH LAWS. Licensee acknowledges that the Software is subject to the laws and regulations of the United States and Licensee will comply with all applicable la s and regulations, including export laws and regulations of the United States. Licensee will not without the prior authorization of Motorola and the appropriate governmental authority of the United tates, in any form export or re-export, sell or resell, ship or reship, or divert, through direct or indirect eans, any item or technical data or direct or indirect products sold or otherwise furnished to any perso 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. 13.3. ASSIGNMENTS AND SUBCONTRACTING. Motorola may assign its right or subcontract its obligations under this Agreement, or encumber or sell its rights in any Software, with t prior notice to or consent of Licensee. 13.4. GOVERNING LAW. This Agreement is governed by the laws of the United tates to the extent that they apply and otherwise by the internal substantive laws of the State to whi h the Software is shipped if Licensee is a sovereign government entity, or the internal substantive la s of the State of Illinois if Licensee is not a sovereign government entity. The terms of the U.N. Conv ntion on Contracts for the International Sale of Goods do not apply. In the event that the Uniform Co puter 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 obligations under this Agreement. The governing law will be that in effect prior to the applicability of UCI A. 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 a y right under this Agreement, and no third party is deemed a beneficiary of this Agreement. Notwithstan ing the foregoing, any licensor or supplier of third party software included in the Software will be a direct and intended third party beneficiary of this Agreement. 13.6. SURVIVAL. Sections 4, 5, 6.4, 7, 8, 9, 10, 11 and 13 survive the termination o this Agreement. 13.7. ORDER OF PRECEDENCE. In the event of inconsistencies between thi Exhibit and the Primary Agreement, the parties agree that this Exhibit prevails, only with respect tot e specific subject matter of this Exhibit, and not the Primary Agreement or any other exhibit as it ap lies to any other subject matter. 13.8 SECURITY. Motorola uses reasonable means in the design and writing of its wn 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 discov red, Motorola will take the steps set forth in Section 6 of this Agreement. StarCom CSA_05.09.13.doc 17 Motorola Contract No.