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COMMUNICATIONS SYSTEM AGREEMENT
<br /> � B. Any dispute that cannot be resolved between the parties thKOUgh negotiation or mediation within two
<br /> months after the date ofi the initial demand for non-binding mediation may then be submitted by either
<br /> t,' party to a court of competent jurisdictio�in the State in which the Communications System is installed.
<br /> Each party consents to jurisdiction over it by such a court. The use of any ADR procedu�es wiil not be
<br /> considered under the doctrine of laches, waiver, or estoppel to affect adversely the rights of either
<br /> party. Either party may resort to the judicial proceedings described in this paragraph prior to the
<br /> expiration of the two-month ADR period if (a) good faith efForts to attempt resolution of the dispute
<br /> under these procedures have been unsuccessful or (b) interim refief from the court is necessary to
<br /> prevent serious and irreparable injury to such party or any of its affiliates, agents, employees,
<br /> customers, suppliers, or subcontractors.
<br /> Section 15 LlMITATION OF UABILITY _
<br /> Notwithstanding any other provision to this Agreement,except for personal injury or death, Motorola's total
<br /> liability, whether for breach of contract, warranty, negligence, strict liabifiry in toR, indemn'rfication, or
<br /> otherwise, will be limited to the direct damages recoverable under faw, but not to exceed the price of the
<br /> Equipment or services with respect to which losses or damages are claimed. IN NO EVENT WILL
<br /> MOTOROLA BE UABLE FOR ANY LOSS OF USE, LOSS OF TIME, INCONVENIENCE, COMMERCIAL
<br /> LOSS, LOST PROF(TS OR SAVINGS, OR OTHER SPECIAL, INCIDENTAL OR CONSEQUENT{AL
<br /> DAMAGES IN ANY WAY RELATED TO OR ARISING FROM TH1S AGREEMENT, THE SALE OR USE
<br /> OF THE EQUIPMENT, OR THE PERFORMANCE OF SERVICES BY MOTOROLA PURSUANT TO THIS
<br /> AGREEMENT. This Section 15, Limitation of L3abil'ity, will survive the expiration or termination of this
<br /> Agreement. No action for a breach of this Agreement or otherwise relating to the transactions
<br /> co�templated by this Agreement may be brought more than one year after the accrual of such cause of
<br /> action except for money due upon an open account. _
<br /> t
<br /> Section 16 GENERAL
<br /> A. T1TLE AND RISK OF LOSS: Tit{e to the Equipment will pass to Customer upon shipment of the
<br /> Equipment, except that title to Software will not pass to Customer at any time. Risk of loss will pass to
<br /> Customer upon delivery of the Equipment to the facilities designated by Custome�. .
<br /> B. TAXES: The purchase price does not indude any amou�t for federal, state, or local excise, sales,
<br /> lease, service, rer�tal, use, property, ocxupation, or other taxes, all of which (other than federal,.state,
<br /> and local taxes based an Motorola's income or net worth) will be paid by Customer except as exempt
<br /> by law. If Motorola is required to pay or bear the burden of any such taxes, Motorola will send an
<br /> invoice to Customer and Customer wiq pay to Motorofa the amount of such taxes (including any
<br /> interest and penatties) within thirly days after the date of the invoice. Customer will be solety
<br /> responsible for reporting_the Equipment for personal property tax purposes.
<br /> C. CONFIDENTIAL INFORMATION: Customer wi{I not disclose any material or information identified as
<br /> Motorola proprietary and confidential to third parties without Motorola's prior written peRnission, unless
<br /> Motoroia makes such material or infortnation public or disclosure is required by law. If Custome� is
<br /> required by law to disclose such material or information, Customer will notify Motorola prior to such
<br /> disclosure.
<br /> D. DlSCLAIMER OF LICENSE: Except as expiicitly provided in the Motorola Software License
<br /> Agreement included in Exhibit A, nothing irt this Agceement will be deemed to grant, either directiy or
<br /> by implication, estoppel, or otherwise, any license or right under any paterrts, patent appfications,
<br /> copyrights,trade marks, trade secrets or other intellectual property of Motorola
<br /> Contract No.97-_Jxyz Page 7 • (Rev.6/11/9n
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