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Sectlon7 CONTACT
<br /> CusWmer will provide Motorola with designated points of contact(list of names and phone numbers)that will be manned twenry-four(24)hours per day,
<br /> seven days per week and an escalation procedure to enable Customers personnel to maintain confact,as needed,with Motorola.
<br /> SecUon8 PAYMENT
<br /> Unless altemative payment tertns are specifically set forth in this Agreement,Motorola w�ll invoice Customer in advance for each payme�t period. All other
<br /> charges will be billed monthly,and CusWmer must pay each invoice in U.S.dollars within Nventy(20)days of the invoice date. Customer agrees to reimburse
<br /> Motorola for all propeAy taxes,sales and use taxes,excise taxes,and other taxes or assessments levied as a resuft of Services rendered under this
<br /> Agreement(except income,profit,and franchise faxes of MoWrola)by any govemment entily.
<br /> Seetion 9 WARRANTY
<br /> Motorola wartants that its Services under this Agreement will be free of defects in materials and worlcmanship for a period of ninely(90)days following
<br /> completion af those Services. In the event of a breach of this warranty,Customefs sole remedy is to require MoWrola to re-perfortn the non-confortning
<br /> Services or to refund,on a pro-rata basis,the fees paid for the nonconfortning Services. MOTOROLA DISCIAIMS ALL OTHER WARRANTIES,EXPRESS
<br /> OR IMPLIED,INCLUDING,WITHOUT LIMITATION,THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
<br /> Section 10 CERTIFICATION DISCLAIMER
<br /> Motorola specificaliy disclaims all certifications regarding the manner in which Motorola conducts its business or perfortnsits obligations under"this
<br /> Agreement,unless such certifications have been expressly accepted and signed by a MoWrola authorized signatory.
<br /> Seetion 11 DEFAULTITERMINATION
<br /> 11.1. In the event that any sum of money owed by Customer is not paid when due and remains unpaid for a period of thirty(30)days after receipt
<br /> by Customer of written notice of such delinquency,Mowrola may tertninate this Agreement effective upon seven(7)days written notice. If either party
<br /> defautts in the performance of any of its obligations set forth in this Agreement and the defautt remains uncured for a period of thirty(30)days after receipt
<br /> by such party of written notice from the other party detailing the specific confractual obligation and the nature of the defauft thereunder,then the injured
<br /> party,in addition to any other rights available to it under law,may immediatey tertninate this Agreement effective upon the giving of notice in writing to the �
<br /> defauwng party.
<br /> 11.2. Any tertnination of this Agreement will not relieve party of obligations previously incurred pursuant to this Agreement,including but not limited I
<br /> to payments which may be due and owing at the time of tertnination. Upon effective date of termination,Motorola will have no further obligation to provide
<br /> Services. ',
<br /> 11.3. All sums owed by Customer to Motorola will become due and payable immediately upon tertnination of this Agreement.
<br /> Section 12 LIMITATION OF LIABIL(TY �
<br /> Notwithstanding any other provision,expect for personal injury or death,Motorola's total liability for bsses,whether for breach of contract,negligence, ',
<br /> wartanty,or strict liability in tort,is limited to the price from the previous twelve monfhs of Services provided under this Agreement. IN NO EVENT WILL �
<br /> MOTOROLA BE LIABLE FOR LOSS OF USE,LOSS OF TIME,INCONVENIENCE,LIQUIDATED DAMAGES,COMMERCIAL LOSS,LOST PROFITS OR SAVINGS,
<br /> OR OTHER INDIRECT,SPECIAL,INCIDENTAL,OR CONSEQUENTIAL DAMAGES TO THE FULL EXTENT SUCH MAY BE DISCLAIMED BY LAW. i
<br /> Section 13 EXCLUSNE TERMS AND CONDITIONS I
<br /> 13.1. Customer acknowledges that this Agreement supercedes all p�or and concurtent agreements and understandings,whether written or ,
<br /> oral,related to the Services perfortned. Neither the Agreement not the Attachments may be altered,amended,or modified except by written agreement
<br /> signed by author¢ed representatives of both parties. ' j
<br /> 13.2. In the event of a conflict between the main body of this Agreement and any Attachments,this main body of this Agreement will take ��
<br /> precedence,unless the Attachment specifically states othervvise.
<br /> 13.3. Customer agrees to reference this Agreement on any purchase order(s)issued in furtherance of this Agreement Neifher party shall be
<br /> bound by any terms contained in Customers purchase order(s),acknowledgements or other writing unless:(I)such purohase order(s),acknowledgements
<br /> or other writings specifically refer to this Agreemen�(ii)clearly indicate the intention of both parties to overtide and modify this Agreement;and(iii)such
<br /> purchase order(s),acknowledgements or other wri6ngs are signed by duy author¢ed representatives of both parties.
<br /> Section 14 PROPRIETARY INFORMATION;CONFIDENTU►LITY ��
<br /> 14.1. Any information or data in the fortn of specifications,drawings,reprincs,technical infortnation or atherwise fumished to Customer under this I
<br /> Agreement will remain Motorola`s property,will be deemed proprietary,will be kept confidential,and will be promptly retumed at Motorola's request I
<br /> Customer may not disclose,without Motorola's written pertnissbn,or as required by law,any such infortnation or data to any person,or use such
<br /> infortnafion or data itself for any purpose other than perfortning its obligations under this Agreement The obligations set forth in fhis Section will survive i
<br /> ihe canceliation,tertnination,or completion of this Agreement �
<br /> 14.2. Unless otherwise agreed in writing,no commercial,flnancial or technical infortnation discbsed in any manner or at any tlme by Customer W I
<br /> Motorola wiA be deemed secret or confidential. Motoroia will have no obl'gation to provide Customer with access to its confidential and proprietary
<br /> infortnafion,including cost and pricing data. I
<br /> Section 15 FCC LICENSES AND OTHER AUTHORRATIONS I
<br /> Customer is soley responsible for obtaining I'�censes or ofher authorizations required by the Federal Communications Commissan or any other federal,state, �i
<br /> or local govemment agency and for complying with all rules and regulations required by such agencies. Neither Motorola not any of its employees is an �
<br /> agent or representative of CusWmer in any govemmental matters. II
<br /> iSolutions Service A reement Page 2 of 3 ' 01/02 I�
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