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<br /> "need to know" and not copy or reproduce the Confidentiai Information; take necessary and appropriate �
<br /> precautions to guard the confidentiality of the Confidential Information, including informing its employees �'
<br /> who handle the Confidential Information that it is confidential and is not to be disclosed to others, but
<br /> these precautions will be at least the same degree of care that the receiving Party applies to its own
<br /> confidential information and will not be less than reasonable care; and use the Confidential Information
<br /> only in furtherance of the performance of this Agreement. Confidential Information is and will at all times
<br /> remain the property of the disclosing Party, and no grant of any proprietary rights in the Confidential
<br /> Information is given or intended, including any express or implied license, other than the limited right of
<br /> the recipient to use the Confidential Information in the manner and to the extent permitted by this
<br /> Agreement.
<br /> 14.2. PRESERVATION OF MOTOROLA'S PROPRIETARY RIGHTS.
<br /> Motorola, the third party manufacturer of any Equipment, and the copyright owner of any Non-Motorola
<br /> Software own and retain all of their respective Proprietary Rights in the Equipment and Software, and
<br /> nothing in this Agreement is intended to restrict their Proprietary Rights. All intellectual property
<br /> developed, originated, or prepared by Motorola in connection with providing to Customer the Equipment,
<br /> Software, or related services remain vested exclusively in Motorola, and this Agreement does not grant to
<br /> Customer any shared development rights of intellectual property. Except as explicitly provided in the
<br /> Software License Agreement, Motorola does not grant to Customer, either directly or by implication,
<br /> estoppel, or otherwise, any right, title or interest in Motorola's Proprietary Rights. Customer will not
<br /> modify, disassemble, peel components, decompile, otherwise reverse engineer or attempt to reverse
<br /> engineer, derive source code or create derivative works from, adapt,translate, merge with other software,
<br /> reproduce, distribute, sublicense, sell or export the Software, or permit or encourage any third party to do
<br /> so. The preceding sentence does not apply to Open Source Software which is governed by the standard
<br /> license of the copyright owner.
<br /> Section 15 GENERAL
<br /> 15.1. 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 /> o Customer and Customer will a to
<br /> ired to a an of these taxes Motorola will send an invoice t p y
<br /> is requ p y y ,
<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 /> 15.2. ASSIGNABILITY AND SUBCONTRACTING. Except as provided herein, neither Party may
<br /> assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the
<br /> other Party, which consent will not be unreasonably withheld. Any attempted assignment, delegation, or
<br /> transfer without the necessary consent will be void. Notwithstanding the foregoing, Motorola may assign
<br /> this Agreement to any of its affiliates or its right to receive payment without the prior consent of Customer.
<br /> In addition, in the event Motorola separates one or more of its businesses(each a"Separated Business"),
<br /> whether by way of a sale, establishment of a joint venture,spin-off or otherwise (each a "Separation
<br /> Event"), Motorola may, without the prior written consent of the other Party and at no additional cost to
<br /> Motorola, assign this Agreement such that it will continue to benefit the Separated Business and its
<br /> affiliates (and Motorola and its affiliates, to the extent applicable) following the Separation Event.
<br /> Motorola may subcontract any of the work, but subcontracting will not relieve Motorola of its duties under
<br /> this Agreement.
<br /> 15.3 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.
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<br /> Motorola.SUA 11.10-16-13.docx $
<br /> Motorola Contract No.S00001022804
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