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PATENT, COPYRIGHT AND TRADEMARKS
A. Indemnification
Motorola agrees to defend, at its expense, any suits against Customer based upon a claim that any Motorola manufactured Products furnished
hereunder directly infringe a U.S. patent or copyright and to pay costs and damages finally awarded in any such suit, provided that Motorola is notified
promptly in writing of the suit and at Motorola’s request and at its expense is given control of said suit and all requested assistance for defense of
same, including all appeals thereof.
If the use or sale of any such Product(s) furnished hereunder is enjoined as a result of such suit, Motorola, at its option and at no expense to Customer,
shall obtain for Customer the right to use or sell such Product(s) or shall substitute an equivalent Product reasonably acceptable to Customer and extend
this indemnity thereto or shall accept the return of such Product(s) and reimburse Customer the purchase price therefor, less a reasonable charge for
reasonable wear and tear. This indemnity does not extend to any suit based upon any infringement or alleged infringement of any patent or copyright by
the combination of any such Product(s) furnished hereunder and other elements not furnished by Motorola nor does it extend to any such Product(s) of
Customer’s design or formula, nor does it extend to any Product(s) that are modified, changed or altered. The foregoing states the entire liability of
Motorola for patent or copyright infringement.
IN NO EVENT SHALL MOTOROLA BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING FROM INFRINGEMENT OR ALLEGED
INFRINGEMENT OF PATENTS OR COPYRIGHTS.
B. Copyrights and Mask Works
Works Laws in the United States and other countries preserve for Motorola certain exclusive rights, in the Motorola Software, mask works and other
works of authorship furnished hereunder including without limitation the exclusive rights to prepare works derived from same, reproduce same in copies
and distribute copies of same.
C. Logos and Trademarks
1) The Products shipped under the terms and conditions hereof will carry Motorola’s logo or such other logo as expressly agreed to by Motorola.
2) In order that Motorola may protect and preserve its trademarks, trade names, corporate slogans, corporate logo, goodwill and Product designations,
Customer, without the express written consent of Motorola, shall have no right to use any such marks, names, slogans or designations of Motorola
in the sale, lease or advertising of any Products or on any Product, Product container, component part, business forms, sales, advertising and
promotional materials or other business supplies or materials, whether in writing, orally or otherwise.
D. License Disclaimer
Except for the right to use the Motorola Software and Product for the purposes provided herein which arises by operation of law and except as expressly
provided herein, nothing contained herein, or otherwise shall be deemed to grant to Customer either directly or by implication, estoppel or otherwise,
any license or right under any patents, copyrights, trademarks or trade secrets of Motorola or any third party.
E. Non-Exclusive License.
All software and firmware made available my Motorola will be subject to the terms and conditions of Motorola’s applicable Software License
Agreements(s). ("SLA"), incorporated herein by reference. The terms of the applicable SLAs will be made available upon Customer’s request and the
SLAs will be executed by Customer upon request of Motorola.
EXCUSABLE DELAY
In addition to other limitations on liability set forth herein, Motorola shall not be liable for any delay or failure to perform due to any cause beyond its
control. Causes include, but are not limited to, strikes, acts of God, acts of the Customer, interruptions of transportation or inability to obtain necessary
labor, materials or facilities, default of any supplier, or delays in FCC frequency authorization or license grant. In the event Motorola is unable to wholly
or partially perform because of any cause beyond its control, Motorola may terminate any order without any liability to Customer.
LIMITATIONS
A. EXCEPT FOR PERSONAL INJURY AND EXCEPT AS PROVIDED FOR IN THE SECTION "PATENT, COPYRIGHT AND TRADEMARKS", MOTOROLA’S TOTAL
LIABILITY ARISING OUT OF OR RELATED TO PURCHASE OF PRODUCTS, WHETHER FOR BREACH OF CONTRACT, WARRANTY, MOTOROLA’S
NEGLIGENCE, STRICT LIABILITY IN TORT OR OTHERWISE, IS LIMITED TO THE PRICE OF THE PARTICULAR PRODUCTS SOLD HEREUNDER WITH
RESPECT TO WHICH LOSSES OR DAMAGES ARE CLAIMED. CUSTOMER’S SOLE REMEDY IS TO REQUEST MOTOROLA AT MOTOROLA’S OPTION TO
EITHER REFUND THE PURCHASE PRICE OR REPAIR OR REPLACE PRODUCTS THAT ARE NOT AS WARRANTED. IN NO EVENT, WHETHER FOR BREACH
OF CONTRACT, WARRANTY, MOTOROLA’S NEGLIGENCE, STRICT LIABILITY IN TORT, OR OTHERWISE, WILL MOTOROLA BE LIABLE FOR INCIDENTAL,
SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, FRUSTRATION OF ECONOMIC OR BUSINESS EXPECTATIONS, LOSS OF
PROFITS, LOSS OF DATA, COST OF CAPITAL, COST OF SUBSTITUTE PRODUCT(S), FACILITIES OR SERVICES, DOWNTIME COST OR ANY CLAIM
AGAINST CUSTOMER BY ANY OTHER PARTY.
B. IT IS FURTHER UNDERSTOOD THAT MOTOROLA IS NOT AN INSURER AND THAT CUSTOMER WILL OBTAIN ALL INSURANCE, IF ANY, THAT IS
DESIRED AND THAT MOTOROLA DOES NOT REPRESENT OR WARRANT THAT MOTOROLA PRODUCTS WILL AVERT OR PREVENT OCCURRENCES, OR
THE CONSEQUENCES THEREFROM, WHICH ARE MONITORED, DETECTED OR CONTROLLED WITH USE OF THE PRODUCTS.
C. TIME TO SUE. EXCEPT FOR MONEY DUE UPON AN OPEN ACCOUNT, NO ACTION SHALL BE BROUGHT FOR ANY BREACH OF A CONTRACT TO PUR
CHASE PRODUCTS MORE THAN TWO (2) YEARS AFTER THE ACCRUAL OF SUCH CAUSE OF ACTION EXCEPT WHERE A SHORTER LIMITATION PERIOD
IS PROVIDED BY APPLICABLE LAW.
D. EXCEPT FOR MONEY DUE UPON AN OPEN ACCOUNT, NO ACTION SHALL BE BROUGHT FOR ANY BREACH OF A
CONTRACT TO PURCHASE PRODUCTS MORE THAN TWO (2) YEARS AFTER THE ACCRUAL OF SUCH CAUSE OF ACTION
EXCEPT WHERE A SHORTER LIMITATION PERIOD IS PROVIDED BY APPLICABLE LAW.
