R95-162 ACCEPTING THE PROPOSAL AND AUTHORIZING A CONTRACT

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, ' , , ` Exhibit B if these remedies are not reasonably available, to terminate this License Agreement with respect to such Programs. Motorola shall have no liability for infringement that arises from any modification of Motorola's Programs by Licensee or from Licensee's combination of Motorola's Programs with another's. SECTION 10- UNITED STATES GOVERNMENT LICENSE PROVISIONS 10.1 In the event that the Licensee is the United States Government or a United States Government agency, then the provisions of this Section 10 shall also apply. 10.2 All Programs were developed at private expense. Programs and associated documentation may or may not include a Restricted Rights notice, or other notice referring specifically to the terms and conditions of this Agreement. 10.3 Use, duplication, or disclosure of Programs and associated documentation under Motorola's copyrights and/or trade secret rights is subject to the restrictions set forth in subparagraphs (c)(1) and (2) of the Commercial Computer Software--Restricted Rights ctause at FAR 52.227-19. This FAR clause shall apply unless the Licensee is the Department of Defense, in which case subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 shall apply. 10.4 Provided that Motorola brings the terms and conditions of this License Agreement, in writing, to the attention of the purchasing agent of the procuring agency,the terms and conditions other than those set forth in Section 10 of this License Agreement shall each continue to apply, but only to the extent that such terms and conditions are not inconsistent with the aforementioned provisions of the FAR or DFARS, as applicable to the particular procuring agency and procurement transaction. SECTION 11 -GENERAL PROVISIONS 11.1 This License Agreement constitutes the complete and exclusive statement of the agreement between Motorola and Licensee, and supersedes all oral or written proposals, prior agreements and other prior communications between the parties, concerning the subject matter of the License Agreement. 11.2 All formal notices, consents and other communications required or permitted under this License Agreement shall be in writing and shall be sent to the other party at the address indicated below by means of U. S. Postal Service certified mail, return receipt requested. Either party may change its address for formal notices by written notice to the other party. The effective date of such notice, consent, or other communication shall be deemed to be the earlier of the day of actual receipt or the fifth (5th) business day after the day of mailing. 11.3 This License Agreement shall be governed by and construed in accordance with the laws of the United States of America to the extent to which they apply, and, where they do not apply, in accordance with the laws of the State of Illinois. 11.4 No representation or promise relating to, and no amendment of, this License Agreement shall be binding unless it is in writing and signed by both parties. Contract No. 95-10192/IL 9 11/1M95