R89-08 ACCEPTING THE BID AND AUTHORIZING THE EXECUTION OF A CONTRACT

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(5) Product Progcam Warranty, cont. In the event of a defect during the applicable period stated above, MOTOROLA, at its option, will either repair or replace the Product Program or refund the purchase price of the single item of Equipment identified�in th� contract that is affected by the Produci Program defect, and such action on the pact of MOTOROLA shall be the full extent of MOTOROLA's liability, and PURCHASER's ,. exclusive rtmedy, for breach of the Product Program warranty. All warranty service will be performed at service locations designat�d by MOTOROL•A. Travel and assxiated expenses of the PURCHASER or such expens�s incurred by MOTOROLA for visits to PURCHASER's location by MOTOROLA personnel are . not covered hy this warranty. This wacranty does not cover Product Programs (i) b�ing used in other than its normal and customary manner; (ii) being sub jected to misuse; (iii) being subjected to modifications by PURCHASER or by any party other than MOTOROLA without the prior written consent of MOTOROLA. Non- MOTOROLA owned programs are excluded from this warranty but such programs are subject to the warranty provided by their manufacturers, a copy of which will be supplied to PURCHASER on specific written request. Any claim for breach of this warranty shall be waived unless PURCHASEIL notifies MOTOROLA at the abovr address, Attention: Quality Assucanc� Department, within the applicable warranty period. This wartanty applies only to the original PURCHASER and only within tha SO United States. (6) Patent and CopYri�ht Indemnity. MOTOROLA agrees to defend, at its expense, any suits againsi PURCHASER based upon a claim that any Product Program � furnished hereunder dicectly infringes a U.S. patent or copyright and to pay cosu , and damages firtally awacded in any such suit, provided tflat MOTOROLA is I notified promptly in writing of the suit and at MOTOROLA's request and at its I expense is given control of said suit and all requested assistance f or def ense of � same. If the use of any Product Program furnished hereunder is enjoined as a cesult of such suit, MOTOROLA, at its option and at no expense to PURCHASER shall obtain for PURCHASER .thr right to use said Product Program or shall substitute an equivalent Product Program reasonably acceptable to PURCHASER and extend this indemnity thereto or, if the foregoing alternatives ace not, in MOTOROLA's opinion, �easonably availabl�, MOTOROLA may terminate the license foc and accept ihe return of the affected Product Program. This indemnity does not extend to any suit based upon any infringement or alleged infringement of any patent or copy right by the combination of any Product Program furnished by MOTOROLA and other elemenu nor do�s it extend to any product(s) of PURCHASER's design or formula. The foregoing states the entire liability of MOTOROLA for patent oc copyright infring�ment related to the �Product Programs. ' (7) Limitation of Liability. The entire MOT�ROLA liability to PURCHASER for damages concerning performance or nonperformance by MOTOROLA under this License or in any way related to the subject matter of this license, regardless of whether the claim for such damages is based� in contract, tort or otherwise, and PURCHASER's sole and exclusive remedy shall be limited to the payment by MOTOROLA of actual damages not to.exceed the amount paid to MOTOROLA for the Product Program directly celated to any such claim. IN !VO EVENT SHALL MOTOROLA BE LIABLE FOR ANY LOSS OF PROFITS OR SAVINGS OR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES TO THE FULL EXTENT SUCH MAY BE DISCLAIMEU UNDtR THE LAW. S-BH R11/87-1 -3-