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THIS SERVICE AGREEMENT is entered i�to by and between Motorola,Inc.("Motorola")and the cus- sales and use taxes,excise taYes,and other taxes or assessments(except income,profit,and franchise taxes of '
<br /> tomer named in this AgreemenYs Attachments("Customer"). Motorola)now or hereafter imposed on this Service Agreement by any governmental entity. Motorola does not
<br /> SECTION 1 DEFINITIONS "Service Agreemeirt"means this Service Agreement and its Attachmenis; by this Agreement make any price guarantees except as slated in the Order Form.
<br /> "EquipmenY'means,collectively and in part,the communication equipmeM that is specified in the Attachments SECTION 8 WARRANTY Motorola wamarrts that its Services under this Service Agreement will be free
<br /> or that is subsequenUy added to this Sexvice Agreement. of defects in materials and workmanship for a period of ninery(90)days beyond the expuation or tem�ination of
<br /> SECTION 2 ACCEPTANCE The terms and conditions set forth in this Service Agreement and in Attach- U�is Agreement. Customer's sole remedies are to require Motorola to re-perform the affeded Service or to re-
<br /> ments will become the Service Agreemem only when acknowledged and accepted in writing by Motorola's fund, on a pro-rata basis,d�e Service fee paid for the affected Service. MOTOROLA DISCLAIMS ALL
<br /> Schaumburg,Illinois Service Deparhnem. OTHER EXPRESS OR IMPLIED WARRANTIES INCLUDING, WITHOiTI' LIMITATION, THE
<br /> SEC1'ION 3 SERVICE DEFINED A. Motorola agrees to provide services for the Equipment as speci- IMPLIED WARRANT'IES OF MERCHANTABILITY AND FTTNESS FOR A PARTICULAR PURPOSE.
<br /> Sed in the Attachments and in accordance with the following standards: (i) Motorola parts or parts of equal SECT'ION 9 CERT'IF'ICATION DISCLAIMER Un(ess signed by a Motorola authorized signatory,
<br /> quality tl�at are new or aze warranted as"like ne�'will be used; (ii) the Equipment will be Serviced at levels Motorola specifically disclaims all certifirations regarding the manner in which Motorola conducts its business
<br /> set foRh in Motorola's product manuals; and(iii) rourine service procedures that are prescribed from time to or performs its obligations under this Service Agreement.
<br /> rime by Motorola for its products will be followed. B. All communication equi�nent purchased by Customer SEC1'ION 10 DEFAULT/I'ERMINATION A. Customer agrees to provide Motorola written notice of
<br /> from Motorola("Additional Equipment")that is part of the same communications system or of similar type as any de&ult of this Service Agreement to state the nature of the default. Noncompliance with regulatory laws
<br /> the Equipment covered under this Service Agreement will be automatically added to this Service Agreement or disadvantaged business rntity requiremeirts may not be cause for default. If Motorola does not cure the de-
<br /> and will be bilied at the applicable mtes a8er the warranty period has expired. Motorola may also provide addi- fault within socty(60)days,Customer may terminate that portion of the Service Agreement that is in default by
<br /> rional services("Above-Contract Services")at Customer's request that will be billed at Motorola's then appli- giving Motorola thirty(30)days prior written notice. B. Any dispute will be resolved by rnutual ageement.
<br /> cable service rates. C. AII Equipmem must be in working order on the Start Date of the Service Agreement or C. Neither pariy is liable for delays or lack of performance resulting from any causes such as strikes,material
<br /> at the time the Equipmem is added to the S�vice Agreement. Customer must provide a complete serial number shorlages,or acts of God that are beyond that party's reasonable control.
<br /> and model number list either prior to ihe Start Date or prior to the time that the Equipment is added to the Serv- SECTION 11 LIMITAI'ION OF LIABILTTY Notwithstanding any other provision,Motorola's total
<br /> ice Agreemem and must indirate in the Attachments any Equipment that is labeled intrinsically safe for use in liability for losses,whether for breach of wntract,negligence,indemnity,warranty,or strict liability in tort,is
<br /> l�azardous environments. D. Customer must immediately notify Motorola in writing when any Equipment is limited to the price of twelve months of Services sold IN NO EVENT WILL MOTOROLA BE LIABLE
<br /> lost,damaged,or stol�. Customa's obligation to pay Service fees for such Equipment will terminate at the FOR LOSS OF USE,LOSS OF TIME,INCONVENIENCE,LIQLIIDATED DAMAGES,COIvIMERCIAL
<br /> end of the month in which Motorola receives such written nofice. E. If Equipment cannot,in Motorola's opin- LOSS, LOST PROFITS OR SAVINGS, OR OTI-IER INDIRECT, SPECIAL, INCIDENTAL OR
<br /> ion,be properly or economically s�viced for any reason including excessive wear,unavailability of parts,the CONSEQiJEN'CIAL DAMAGES TO THE FiJLL EX'TEN'I'SUCH MAY BE DISCLAIMED BY LAW.
<br /> state of technology,or the pracHcal feasibility of the scope of Services as specified in the Attachments or Mo- SECTION 12 EXCLUSIVE TERMS AND CONDITIONS A. Customer acknowledges that the Serviee
<br /> torola Statement of Work,Motorola may:(1)modify the scope of Services related to such Equipment;(2)re- Ageement supersedes all prior and concucrerit agreements and understandings,whether written or oral,related
<br /> move such Equipment from Service Agreement; or(3)increase the price to Service such Equipme�t. F. to the services performed. The S�vice Agreement or Attachments may not be altered,amended,or modiSed
<br /> Customer must norify Motorola or Motorola's Subcomractor immediately of any Equipmerrt failure. Motomla except by a written agreement signed by both parties. B. Customer agrees to reference ihis Service Ageement
<br /> w81 respond to Customer's notification in a manner consisteirt with the level of service purchased as indicated in on all purchase orders issued pivsuant to this Savice Agreement. Neither party will be bound by any terms
<br /> the Attachments. contained in Customer's purchase orcler or elsewhere(even if it is attached to the Service Ageemeirt). In the
<br /> SECT'ION 4 EXCLUDED SERVICES A. Service dces not include the repair or replacement of event of a conflict between the main body of this Service Agreement and any Addenda or Attachments,the
<br /> Equipment that has becwme defective or damaged due to physical or chemical misuse or abuse from causes main body of this Service Agreement will take precedence,unless ihe Addendum or Attachment specifically
<br /> such as lightning,power surges,or liquids. B. Unless specifically included in the Attachments,S�vice does states otherwise.
<br /> not include rep�ir or maintenance of any transmission line,antenna,tower or tower lighting,duplexer,combi- SECTION 13 FCC LICENSES AND OTHER AUTHORIZATIONS Customer is solely responsible
<br /> ner,or multicoupler. Motorola has no obligation or responsibility for any transmission medium,such as tel� for obtaining licenses or other authorizations required by the Federal Communications Commission("FCC")
<br /> phone lines,computer networks,or the worldwide web,or for Fquipment malfunction caused by such transmis- or any other federal,state,or local govemment agency and for complying with all niles and regulations required
<br /> sion medium C. Unless specifically included in the Attachments,S�vice of Equipment does not include items by such agencies. Neither Motorola nor any of its employees is an agent or representative of Customer in any
<br /> that are consumed in the course of normal ope�ation of the Equipment,such as,but not limited to,batteries, govemme�tal matters.
<br /> magnetic tapes,and computer supplies. D. Service does not include reprogranuning of Equipment;accessories, SEC1'ION 14 OWNERSHIP OF INTELLECTUAL PROPERT'Y A. Tlris Service Agreement does
<br /> belt clips,or battery chargers;custom or Special Products;modified u�its;or software. E. Service does not in- not grant directly or by implication,estoppel,or otherwise,any ownership right or license under a►ry Motorota
<br /> clude certification progtams,softwa�e support,reprogramming,or modifications to Equipment related to assur- patent,copyright,trade secret,or other intellectual property including any intellectual properiy created as a re-
<br /> ing the correct proceasing,providing,or receiving of date data from,into,or between the year 1999 and the year sult of or related to the�xoducts sold or Services performed under this Service Ageement. B. Motorola re-
<br /> 2000. serves the right to limit access to its confidential and proprietary inforn�ation including cost and pricing data.
<br /> SECTION 5 RIGHT TO SUBCONTRACT/ASSIGNMENT Motorola may assign its rights and obli- SECTION 15 GENERAL TERMS A. Ifany court renders any portion of this Service Agreement unen-
<br /> gations under this Service Ageement and may subcontcad any portion of Motorola's performance called for by forceable,the remaining terms will continue in full force and effect. B. THIS SERVICE AGREEMEN'['AND
<br /> this Service Ageement. THE RIGHTS AND DUTIES OF THE PARTIES WILL BE GOVERNED AND 1NTERPRETED IN
<br /> SECTION 6 TIME AND PLACE OF SERVICE S�vice will be provided at the location specified in the ACCORDANCE WITH TI-IE LAWS OF THE STATE OF ILLINOIS. C. Failure to exercise any right will
<br /> AUachments. When Motorola performs service at the EquipmenYs locatioq Customer agrees to provide Mo- not operate as a waiver of that right,power,or privilege. D. Except for money due upon an open account,no
<br /> torola,at no charge,a non-hazardous environment for work with shelter,heat,light,and power and with full and action may be brought for acry breach of this Service Ageement more than one(1) year after the accrual of
<br /> frce access to the Equipment. Customer will�novide all inforn�ation pertaining to the hardware and software such cause of action. E. The Service Agreement will begin on the Start Date specified in the Attachments.
<br /> elements o£any system with which the Fquipment is interfacing that enable Motorola to perform its obligations This Service Agreement will renew,for an addidonal one year term,on every anniversary of the Start Date un-
<br /> under this Service Agreement. Unless otherwise specified in the Attachments,the hours of Service will be less either pariy notifies the other of its intenrion to discontinue the Agreement within thirty days of that anni-
<br /> hours of 8:30 a.m to 4:30 p.m.,excluding weekends and holidays. versary date. F. If Motorola pmvides S�vice after ihe t�mination or expiration of this Ageement,the terms
<br /> SEC1'ION 7 PAYMENT Motorola will invoice Customer in advance for each payment period. All other and condirions and any prices in effect at the rime of the ternvnation or expication will apply to that Service.
<br /> charges will be billed monthly,and Customer must pay each invoice within thirty(30)days of the invoice date Revision Date 3/98
<br /> to the Motorola office designated by Motorola. Customer agrees to reimburse Motorola for all property t�es,
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