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license other than the limited ri ht of the reci ient to use the Confidential Information in the manner and I�
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<br /> to the extent permitted by this Agreement. II
<br /> 15.2. PRESERVATION OF MOTOROLA'S PROPRIETARY RIGHTS. Motorola, the third party �
<br /> manufacturer of any Equipment, and the copyright owner of any Non-Motorola Software 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, originated, or prepared by
<br /> Motorola in connection with providing to Customer the Equipment, Software, or related services remain
<br /> vested exclusively in Motorola, and this Agreement does not grant to Customer any shared development
<br /> rights of intellectual property. Except as explicitly provided in the Software License Agreement, 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, peel components,
<br /> decompile, otherwise reverse engineer or attempt to reverse engineer, derive source code or create
<br /> derivative works from, adapt, translate, merge with other software, reproduce, distribute, sublicense, sell '
<br /> or export the Software, or permit or encourage any third party to do so. The preceding sentence does not �
<br /> apply to Open Source Software which is governed by the standard license of the copyright owner.
<br /> Section 16 GENERAL
<br /> 16.1. TAXES. The Contract Price does not include any excise, sales, lease, use, property, or other
<br /> taxes, assessments or duties, all of which will be paid by Customer except as exempt by law. If Motorola
<br /> is required to pay any of these taxes, Motorola will send an invoice to Customer and Customer will pay to
<br /> Motorola the amount of the taxes (including any interest and penalties) within twenty (20) 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 or net worth.
<br /> 16.2. ASSIGNABILITY AND SUBCONTRACTING. Neither Party may assign this Agreement without ,,
<br /> the prior written consent of the other Party, except that Motorola may assign this Agreement to any of its i
<br /> affiliates or its right to receive payment without the prior consent of Customer. Motorola may subcontract i
<br /> any of the work, but subcontracting will not relieve Motorola of its duties under this Agreement. �I
<br /> 16.3 WAIVER. Failure or delay by either Party to exercise a right or power under this Agreement will
<br /> not be a waiver of the right or power. For a waiver of a right or power to be effective, it must be in a
<br /> writing signed by the waiving Party. An effective waiver of a right or power will not be construed as either
<br /> a future or continuing waiver of that same right or power, or the waiver of any other right or power.
<br /> 16.4. SEVERABILITY. If a court of competent jurisdiction renders any part of this Agreement invalid or
<br /> unenforceable, that part will be severed and the remainder of this Agreement will continue in full force and
<br /> efFect.
<br /> 16.5. INDEPENDENT CONTRACTORS. Each Party will perform its duties under this Agreement only
<br /> as an independent contractor. The Parties and their personnel will not be considered to be employees or
<br /> agents of the other Party. Nothing in this Agreement will be interpreted as granting either party the right
<br /> or authority to make commitments of any kind for the other. This Agreement will not constitute, create, or
<br /> be interpreted as a joint venture, partnership or formal business organization of any kind.
<br /> 16.6. HEADINGS AND SECTION REFERENCES. The section headings in this Agreement are
<br /> inserted only for convenience and are not to be construed as part of this Agreement or as a limitation of
<br /> the scope of the particular section to which the heading refers. This Agreement will be fairly interpreted in
<br /> accordance with its terms and conditions and not for or against either Party.
<br /> 16.7. GOVERNING LAW. This Agreement and the rights and duties of the Parties will be governed by
<br /> and interpreted in accordance with the laws of the State in which the System is installed.
<br /> 16.8. ENTIRE AGREEMENT. This Agreement, including all Exhibits, constitutes the entire agreement
<br /> of the Parties regarding the subject matter of the Agreement and supersedes all previous agreements,
<br /> CSA.NoESS.FINAL.4-8-08 9
<br /> Motorola Contract No. 08-17033/LF
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