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Section 10 CONFIDENTIALITY <br /> Licensee acknowled es that the Software and Documentation contain Motorola's valuable proprietary <br /> 9 <br />� and Confidential information and are Motorola's trade secrets, and that the provisions in the Primary <br /> Agreement concerning Confidential Information apply. <br /> Section 11 LIMITATION OF LIABILITY <br /> The Limitation of Liability provision is described in the Primary Agreement. <br /> Section 12 NOTICES <br /> Notices are described in the Primary Agreement. <br /> Section 13 GENERAL <br /> 13.1. COPYRIGHT NOTICES. The existence of a copyright notice on the Software will not be <br /> construed as an admission or presumption of publication of the Software or public disclosure of any trade <br /> secrets associated with the Software. <br /> 13.2. COMPLIANCE WITH LAWS. Licensee acknowledges that the Software is subject to the laws <br /> and regulations of the United States and Licensee wiil comply with all applicable laws and regulations, <br /> including export laws and regulations of the United States. Licensee will not, without the prior <br /> authorization of Motorola and the appropriate governmental authority of the United States, in any form <br /> export or re-export, sell or resell, ship or reship, or divert, through direct or indirect means, any item or <br /> technical data or direct or indirect products sold or otherwise furnished to any person within any territory <br /> for which the United States Government or any of its agencies at the time of the action, requires an export <br /> license or other governmental approval. Violation of this provision is a material breach of this Agreement. <br /> 13.3. ASSIGNMENTS AND SUBCONTRACTING. Motorola may assign its rights or subcontract its <br /> obligations under this Agreement, or encumber or sell its rights in any Software, without prior notice to or <br /> consent of Licensee. <br /> 13.4. GOVERNING LAW. This Agreement is governed by the laws of the United States to the extent <br /> that they apply and otherwise by the internal substantive laws of the State to which the Software is <br /> shipped if Licensee is a sovereign government entity, or the internal substantive laws of the State of <br /> Illinois if Licensee is not a sovereign government entity. The terms of the U.N. Convention on Contracts <br /> for the International Sale of Goods do not apply. In the event that the Uniform Computer Information <br /> Transaction Act, any version of this Act, or a substantially similar law (collectively "UCITA") becomes <br /> applicable to a party's performance under this Agreement, UCITA does not govern any aspect of this <br /> Agreement or any license granted under this Agreement, or any of the parties' rights or obligations under <br /> this Agreement. The governing law will be that in effect prior to the applicability of UCITA. <br /> 13.5. THIRD PARTY BENEFICIARIES. This Agreement is entered into solely for the benefit of <br /> Motorola and Licensee. No third party has the right to make any claim or assert any right under this <br /> Agreement, and no third party is deemed a beneficiary of this Agreement. Notwithstanding the foregoing, <br /> any licensor or supplier of third party software included in the Software will be a direct and intended third <br /> party beneficiary of this Agreement. <br /> 13.6. SURVIVAL. Sections 4, 5, 6.3, 7, 8, 9, 10, 11 and 13 survive the termination of this Agreement. <br /> 13.7. ORDER OF PRECEDENCE. In the event of inconsistencies between this Exhibit and the <br /> Primary Agreement, the parties agree that this Exhibit prevails, only with respect to the specific subject <br /> CSA.NoESS.FINAL.4-8-08 5 <br /> Motorola Contract No.08-17033/LF <br />