R95-162 ACCEPTING THE PROPOSAL AND AUTHORIZING A CONTRACT

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� ' � � Exhibit B that Licensee is a sovereign governmental entity including national governments, state or ' province governments, and other local jurisdictions such as county and ciry governments, or in , the event that Licensee is a regulated utility such as an electric, gas or telephone utility. 6.4 All such remedies in the foregoing sections 6.1 through 6.3 shall be cumulative and without any obligation upon Motorola to exercise any particular remedy. SECTION 7-WARRANTY 7.1 For the first one (1)year following its initial shipment, Motorola warrants that,when properly used, its Programs will be free from reproducible defects that cause a material variance from its published specification. However, Motorola does not warrant that Program operation will be uninterrupted or error-free, that each and every defect will be corrected, or that any Program will meet Licensee's particular requirements. 7.2 MOTOROLA'S TOTAL LIABILITY AND LICENSEE'S SOLE REMEDY FOR ANY WARRANTED PROGRAM SHALL BE LIMITED TO, AT MOTOROLA'S OPTION, PROGRAM REPLACEMENT OR THE PAYMENT OF LICENSEES ACTUAL DAMAGES, NOT TO EXCEED THE SUMS PAID TO MOTOROLA FOR THE MOTOROLA PRODUCT INCORPORATING THE DEFECTIVE PROGRAM. THIS WARRANTY EXTENDS ONLY TO THE FIRST LICENSEE; SUBSEQUENT TRANSFEREES ACCEPT THESE PROGRAMS "AS IS" AND WITHOUT WARRANTIES OF ANY KIND. THIS WARRANTY REPLACES ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. SECTION 8-LIMITATION OF LIABILITY 8.1 The entire Motorola liability to Licensee for damages concerning performance or nonperformance by Motorola under the License Agreement or in any way related to the subject matter of the License Agreement, regardless of whether the claim for such damages is based in contract, tort or othennrise, and Licensee's sole and exclusive remedy shall be limited to the payment by Motorola of actual damages not to exceed the total License fee paid by Licensee for the Program, or Programs that caused the damages or is the subject matter of or is directly related to such claim. 82 IN NO EVENT SHALL MOTOROLA BE LIABLE FOR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION LOSS OF USE, TIME OR DATA, INCONVENIENCE, COMMERCIAL LOSS, LOST PROFITS OR SAVINGS)TO THE FULL EXTENT SUCH MAY BE DISCLAIMED BY LAW EVEN IF MOTOROLA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR FOR ANY CLAIM AGAINST LICENSEE BY ANY OTHER PARTY. SECTION 9-PATENTS,COPYRIGHTS, &TRADE SECRETS If promptly notified in writing, Motorola will defend any suit against Licensee that claims that United States patents, copyrights, or trade secrets of another have been infringed solely by Motorola's unaltered Programs and will pay any associated costs or damages finally awarded. Upon Motorola's request, Licensee agrees to reasonably assist in any defense and surrender control of the suit to Motorola. Motorola may elect, at any time, to modify or replace these Programs with equivalent non-infringing items, obtain the right to continue using the Programs or, Contract No. 95-10192/IL 8 11/14/95