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REV: 12-14-23 MI <br />license of the copyright owner. <br />Section 15 GENERAL <br />15.1.TAXES. The Contract Price does not include excise, sales, lease, use, property, <br />or other taxes, assessments or duties, all of which will be paid by Customer except as <br />exempt by law. If Motorola is required to pay any of these taxes, Motorola will send an <br />invoice to Customer and Customer will pay to Motorola the amount of the taxes (including <br />any interest and penalties) within thirty twenty (30) days after the date of the invoice. <br />Customer will be solely responsible for reporting the Equipment for personal property tax <br />purposes, and Motorola will be solely responsible for reporting taxes on its income or net <br />worth. <br />15.2.ASSIGNABILITY AND SUBCONTRACTING. Except as provided herein, neither <br />Party may assign this Agreement or any of its rights or obligations hereunder without the <br />prior written consent of the other Party, which consent will not be unreasonably withheld. <br />Any attempted assignment, delegation, or transfer without the necessary consent will be <br />void. Notwithstanding the foregoing, Motorola may assign this Agreement to any of its <br />affiliates or its right to receive payment without the prior consent of Customer. In addition, <br />in the event Motorola separates one or more of its businesses (each a “Separated <br />Business”), whether by way of a sale, establishment of a joint venture, spin-off or <br />otherwise (each a “Separation Event”), Motorola may, without the prior written consent of <br />the other Party and at no additional cost to Motorola, assign this Agreement such that it <br />will continue to benefit the Separated Business and its affiliates (and Motorola and its <br />affiliates, to the extent applicable) following the Separation Event. Motorola may <br />subcontract any of the work, but subcontracting will not relieve Motorola of its duties under <br />this Agreement. <br />15.3 WAIVER. Failure or delay by either Party to exercise any right or power under this <br />Agreement will not be a waiver of the right or power. For a waiver of a right or power to <br />be effective, it must be in a writing signed by the waiving Party. An effective waiver of a <br />right or power will not be construed as either a future or continuing waiver of that same <br />right or power, or the waiver of any other right or power. <br />15.4.SEVERABILITY. If a court of competent jurisdiction renders any part of this <br />Agreement invalid or unenforceable, that part will be severed and the remainder of this <br />Agreement will continue in full force and effect. <br />15.5.INDEPENDENT CONTRACTORS. Each Party will perform its duties under this <br />Agreement only as an independent contractor. The Parties and their personnel will not be <br />considered to be employees or agents of the other Party. Nothing in this Agreement will <br />be interpreted as granting either Party the right or authority to make commitments of any <br />kind for the other. This Agreement will not constitute, create, or be interpreted as a joint <br />venture, partnership or formal business organization of any kind. <br />ATTY/AGR.2023.310/Motorola (Radios) (Page 12 of 62)