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COMMUNICATIONS SYSTEM AGREEMENT � E ASSIGNABIL(TY: This Agreement may not be assigned by either party without the prior consent of '" the other party except that Motorola may assign this,Agreement to any of its affiliates without the prior ��; consent of Customer. F WAIVER: Failure or delay by either party to exercise any right or power under this Agreemerrt will not operate as a waiver of such right or powe�. G. SEVERABILITY: If any portion af this Agreement is held to be invalid or unenforceable,that provision will be considered severable and the remainder of this Agreement wili remain in full force and effect as if the invalid provision were not part of this Agreement. H. HEADINGS AND SECTIDN REFERENCES: The headings given to the sections of this Agreement are inserted only inr convenience and are not to be construed as part of this Agreement or as a limitation of the scope of the particular Section to which the heading refers. i. ENTIRE AGREEMENT: This Agreement (incfuding the Exhibits) constitutes the entire agreement of the parties regarding the subject matter of this Agreement and supersedes all previous agreements and understandings, whether written or oral, relating to such subject matter. This Agreement may be altered, amended, or modffied oniy by a written instrument signed by the duly authorized representatives of both parties. J. GOVERNING.LAW: This Agreement will be govemed by and construed in accordance with the laws of the State in which the Communications System is initially installed. K. NOTICES: .Notices.authorized ar required under this Agreement must be in writing and sent to the below addresses Customer Motorola, Inc. Attn: A�� t - Contract and- om�liance Manaaer _ In witness whereof, the parties have caused duly authorized representatives to execute this Agreement on the da#es set forth below. Customer Motorota,Inc. By: By' Name: Name: � Title: Title: Date: Date: Contract No. 97-__/xyz Page 8 � (Rev.6/11/9� . _._.._._ __ _