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THIS SERVICE AGREEMENT is entered into by and between Motorola,Inc.("Motorola")and the cus- sales and use taxes,excise taces,and other taxes or assessments(except income,profit,and franchise taxes of '
<br /> tomer named in this AgreemenPs Atiachments("Customer"). Motorola)now or hereafter imposed on this Service Agreement by any governmental entity. Motorola does not
<br /> SECTION 1 DEFINI'TIONS "Service Agreemerrt"means this Service Agreement and its Attachments; by this Agreement make any price guarantees�cept as stated in the Order Form.
<br /> "EquipmenY'means,collectively and in part,the communication equipmem that is specified in the Auachments SECTION 8 WARRANI'1' Motorola warrants that its Services under this Service Agreement will be free
<br /> or that is subsequently added to this Service Agreement. of defects in materials and workmanship for a period of ninery(90)days beyond the expiration or ternrination of
<br /> SEC1'ION 2 ACCEPTANCE The terms and condirions set forth in this Service Agreement and i�Attach- this Agreement. Customer's sole remedies are to rec{uire Motorola to re-perform the affected Sen+ice or to r�
<br /> metrts will become the Service Ageemem only when acknowledged and accepted in writing by Motorola's fund, on a pro-rata basis, the Service fee paid for the affected Service. MOTOROLA DISCLAIMS ALL
<br /> Schaumburg,Illinois Service Deparhnent. OTHER EXPRESS OR IMPLIED WARRANTIES INCLUDING, WITHOITT LIMITATION, THE
<br /> SEC1'ION 3 SERVICE DEFINED A. Motorola agrees to provide services for the Equipment as speci- IMPLIED WARRANTIES OF MERCHANTABILITY AND FTTNESS FOR A PARTICULAR PURPOSE.
<br /> Sed in the Attactunents and in accordance with the following standards: (i) Motorola p�rts or parts of equal SECT'ION 9 CERT'IFICAI'ION DISCLAIMER Unless signed by a Motorola authorized signatory,
<br /> quality that are new or are warranted as'9ike ne�'will be used; (ii) the Equipment will be Serviced at levels Motorola specificaliy disciaims all certifications regarding the manner in which Motorola conducts its business
<br /> set foRh in Motorola's}xodud manuals; and(iii) routine 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 equipment purchased by Customer SECTION 10 DEFAULT/I'ERMINATION A. Customa 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 default of this Service Agreement to state the nature of the defiult. Noncompliance with regulatory laws
<br /> the Equipment covered under this Service Agreement will be automatically added to this Seroice Agreement or disadvantaged business�tity requ'vemenu may not be cause for defiult. If Motorola does not cure the d�
<br /> and will be billed at the applicable cates after ihe war�anry p�iod has expired. Motorola may also provide addi- fault within sixty(60)days,Customer may terminate that portion of the Service Agreement that is in de�ult 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 mutual ageemern.
<br /> cable service rates. C. All Equipment must be in working order on the Start Date of the Service Agreement or C. Neither party is liable for delays or lack of perforn�ance resulting&om any causes such as shikes,material
<br /> at the time the Equipmer�t is added to the Service Agreement. Customer must provide a complete serial number shortages,or acts ofGod that aze beyond that party's reasonable control.
<br /> and model number list eithex prior to the Start Date or prior to the time that the Equipment is added to the Serv- SECTION 11 LIMITAI'ION OF LIABII.ITY Notwithstanding any other provision,Motorola's total
<br /> ice Ageement and must indirate in the Attachments any Equipmem that is labeled inirinsically safe for use in liability for losses,whether for breach of coniract,negligence,indemnity,warranty,or strict liability in tort,is
<br /> hazardous 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 stolen. Customer's obligation to pay Service fees for such Equipment will terminate at the FOR LOSS OF USE,LOSS OF TIME,INCONVErIIENCE,LIQUIDATED Df1MAGES,COMI��RCIAL
<br /> end of the month in which Motorola receives such written norice. E. If Equipment cannot,in Motorola's opin- LOSS, LOST PROFITS OR SAVINGS, OR OTHER INDIRECT, SPECIAL, INCIDENTAL OR
<br /> ion,be properly or eoonomically serviced for any reason including excessive wear,unavailability of parts,the CONSEQUENTIAL DAMAGES TO THE FiJLL EXTENT SUCH MAY BE DISCLAIMED BY LAW.
<br /> state of technology,or the pracrical feasibility of the scope of Services as specified in the Attachments or Mo- SECTION 12 EXCLUSIVE 1'ERMS AND CONDITIONS A. Customer acknowledges that the Service
<br /> torola Statement of Work,Motorola may:(1)modify the scope of Services related to such Equipment;(2)ra Ageement supersedes all}uior and concurrent agreements and understandings,whether written or oral,related
<br /> move such Equipmem from Service Agreemen� or(3)increase the price to Service such Equipment F. to the services performed. The Service Ageement or Attachments may not be altered,amended,or modi8ed
<br /> Customer must notify Motorola or Motorola's Subconiractor immediately of any Equipmecrt failure. Motorola except by a written ageement signed by both parties. B. Customer agrees to reference this Service Agreement
<br /> will respond to Customer's notification in a manner consistern with the level of service purchased as indicated in on all purchase orders issued pursuant to this Service Agreement. Neither party will be bound by any terms
<br /> ihe Attachments. coirtained in Customer's purchase order or elsewhere(even if it is ariached to the Service Agreemeirt). In the
<br /> SECTION 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 become defective or damaged due to physical or chemical misuse or abuse from causes main body of this Service Agreement will�ke precedence,unless the Addendum or Attachment specifically
<br /> such as lightning,power surges,or liquids. B. Unless specifically included in the Attachments,Savice does states otherwise.
<br /> not include repa'v or maintenance of any hansmission line,antenna,tower or tower lighting,duplexer,combi- SECTION 13 FCC LICENSES AND OTHER AUTFIORIZATIONS Customer is solely responsible
<br /> ner,or multicoupler. Motorola has no obligation or responsibility for any transmission medium,such as telo- for obtaining licenses or other authorizations required by the Federal Communications Commission("FCC")
<br /> phone lines,computer nerivorks,or the worldwide web,or for Equipm�t malfu�tion caused by such transmis- or any other federal,state,or local govemment agency and for complying with all rules and regulations required
<br /> sion medium C. Unless specifically included in the Attachments,Service 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 aze consumed in the wurse of normal opeiation of the Equipment,such as,but not limited to,batteries, govemmental matters.
<br /> magnetic tapes,and computer supplies. D. Service does not include reprogamming of Equipment;accessories, SECT'ION 14 OWNERSNIP OF INTELLECTUAL PROPERTY A. This Service Agreement does
<br /> belt clips,or bauery chargers;custom or Special Products;modified units;or software. E. Service does not in- not grant directly or by implication,estoppel,or otherwise,any ownerslup right or license under any Motorola
<br /> clude certi&cation progams,software support,reprogramming,or modifications to Equipment related to assur- pateirt,copyright,trade secret,or oth�intellectual property including any intellectual property created as a r�
<br /> ing the conect processing,providing,or receiving of date data from,into,or between the year 1999 and the year sult of or relate�to the products sold or Services performed under this Service Ageemern. B. Motorola r�
<br /> 2000. serves the right to limit access to its confidemial and pmprietary information including cost and pricing data.
<br /> SECT'ION 5 RIGHT TO SiJBCONTRACT/ASSIGNMENT Motorola may assign its rights and obli- SECTION 15 GENERAL TERMS A. If any court renders any portion of this Service Agreement unen-
<br /> gations under this Service Agreement and may subcontract any portion of Motorola's performance called for by forceable,the remaining terms will continue in full force and effect. B. THIS SERVICE AGREEMENT AND
<br /> this Sexvice Agreemert. THE RIGHTS AND DUTIES OF THE PARTIES WILL BE GOVERNED AND INTERPRETED IN
<br /> SECTION 6 TIME AND PLACE OF SERVICE Service will be provided at the location specified in the ACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS. C. Failure to exercise any right will
<br /> Adachments. When Motorola peaforms service at the EquipmenYs loc�tion,Customer agrees to provide Mo- not ope�ate 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-ha�rdous environment for work with shelter,heat,light,and power and with full and action may be brought for a�ry breach of this Service Agreement more than one(1) year after the accrual of
<br /> free access to the Equipment. Customer will provide all infom�ation pertaining to the hardware and softwaze such cause of acrion. E. The S�vice Agreemer�t will begin on die Start Date specified in the Attachments.
<br /> elements of any system with which the Equipment is imerfacing that enable Motorola to perform its obligations This Service Agreement will renew,for an additional one year tenn,on every anniversary of the Start Date un-
<br /> under this Service Agreement. Unless otherwise specified in the Ariachments,the hours of Service will be less either party notifies the other of its intention to discontinue the Agreement within thiriy days of that anni-
<br /> hours of 8:30 a.m.to 4:30 p.m,excluding weekends and holidays. versary date. F. [f Motorola pmvides Service after the termination or expiiation of Uris Ageement,the terms
<br /> SEC1`ION 7 PAYMENT Motorola will invoice Customer in advance for each payment period. All other and wnditions and any prices in effect at the 6me of the termination or expiration 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�es,
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