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Section 14 CONFIDENTIALITY AND PROPRIETARY RIGHTS
<br />14.1. CONFIDENTIAL INFORMATION. During the term of this Agreement, the parties may provide
<br />each other with Confidential Information. Each Party will: maintain the confidentiality of the other Party's
<br />Confidential Information and not disclose it to any third party, except as authorized by the disclosing Party
<br />in writing or as required by a court of competent jurisdiction; restrict disclosure of the Confidential
<br />Information to its employees who have a "need to know" and not copy or reproduce the Confidential
<br />Information; take necessary and appropriate precautions to guard the confidentiality of the Confidential
<br />Information, including informing its employees who handle the Confidential Information that it is
<br />confidential and is not to be disclosed to others, but these precautions will be at least the same degree of
<br />care that the receiving Party applies to its own confidential information and will not be less than
<br />reasonable care; and use the Confidential Information only in furtherance of the performance of this
<br />Agreement. Confidential Information is and will at all times remain the property of the disclosing Party,
<br />and no grant of any proprietary rights in the Confidential Information is given or intended, including any
<br />express or implied license, other than the limited right of the recipient to use the Confidential Information
<br />in the manner and to the extent permitted by this Agreement.
<br />14.2. PRESERVATION OF MOTOROLA'S PROPRIETARY RIGHTS. Motorola, the third party
<br />manufacturer of any Equipment, and the copyright owner of any Non-Motorola Software own and retain
<br />all of their respective Proprietary Rights in the Equipment and Software, and nothing in this Agreement is
<br />intended to restrict their Proprietary Rights. All intellectual property developed, originated, or prepared by
<br />Motorola in connection with providing to Customer the Equipment, Software, or related services remain
<br />vested exclusively in Motorola, and this Agreement does not grant to Customer any shared development
<br />rights of intellectual property. Except as explicitly provided in the Software License Agreement, Motorola
<br />does not grant to Customer, either directly or by implication, estoppel, or otherwise, any right, title or
<br />interest in Motorola's Proprietary Rights. Customer will not modify, disassemble, peel components,
<br />decompile, otherwise reverse engineer or attempt to reverse engineer, derive source code or create
<br />derivative works from, adapt, translate, merge with other software, reproduce, distribute, sublicense, sell
<br />or export the Software, or permit or encourage any third party to do so. The preceding sentence does not
<br />apply to Open Source Software which is governed by the standard license of the copyright owner.
<br />Section 15 GENERAL
<br />15.1. TAXES. The Contract Price does not include any excise, sales, lease, use, property, or other
<br />taxes, assessments or duties, all of which will be paid by Customer except as exempt by law. If Motorola
<br />is required to pay any of these taxes, Motorola will send an invoice to Customer and Customer will pay to
<br />Motorola the amount of the taxes (including any interest and penalties) within twenty (20) days after the
<br />date of the invoice. Customer will be solely responsible for reporting the Equipment for personal property
<br />tax purposes, and Motorola will be solely responsible for reporting taxes on its income or net worth.
<br />15.2. ASSIGNABILITY AND SUBCONTRACTING. Except as provided herein, neither Party may
<br />assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the
<br />other Party, which consent will not be unreasonably withheld. Any attempted assignment, delegation, or
<br />transfer without the necessary consent will be void. Notwithstanding the foregoing, Motorola may assign
<br />this Agreement to any of its affiliates or its right to receive payment without the prior consent of Customer.
<br />In addition, in the event Motorola separates one or more of its businesses (each a "Separated Business"),
<br />whether by way of a sale, establishment of a joint venture, spin-off or otherwise (each a "Separation
<br />Event"), Motorola may, without the prior written consent of the other Party and at no additional cost to
<br />Motorola, assign this Agreement such that it will continue to benefit the Separated Business and its
<br />affiliates (and Motorola and its affiliates, to the extent applicable) following the Separation Event.
<br />Motorola may 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 a right or power under this Agreement will
<br />not be a waiver of the right or power. For a waiver of a right or power to be effective, it must be in a
<br />writing signed by the waiving Party. An effective waiver of a right or power will not be construed as either
<br />a future or continuing waiver of that same right or power, or the waiver of any other right or power.
<br />Mayfield Village_Ohio_System Upgrade + Maintenance Services _08.14.17 8
<br />Motorola Contract No.
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