|
July 23, 2025
<br />North Olmsted, Ohio
<br />MCC 7500E Dispatch Console Position Add On Project
<br />8.2. Intellectual Prooertv Infringement,. Motorola will defend Customer against any third -party claim alleging that a
<br />Motorola -developed or manufactured Product (the "Infringing Product") directly infringes a United States patent
<br />or copyright ("Infringement Claim"), and Motorola will pay all damages finally awarded against Customer by a
<br />court of competent jurisdiction for an Infringement Claim, or agreed to in writing by Motorola in settlement of an
<br />Infringement Claim. Motorola's duties under this Section 8.2 — Intellectual Property Infringement are
<br />conditioned upon: (a) Customer promptly notifying Motorola in writing of the Infringement Claim; (b) Motorola
<br />having sole control of the defense of the suit and all negotiations for its settlement or compromise; and (c)
<br />Customer cooperating with Motorola and, if requested by Motorola, providing reasonable assistance in the
<br />defense of the Infringement Claim.
<br />8.2.1. If an Infringement Claim occurs, or in Motorola's opinion is likely to occur, Motorola may at its option and
<br />expense: (a) procure for Customer the right to continue using the Infringing Product; (b) replace or modify
<br />the Infringing Product so that it becomes non -infringing; or (c) grant Customer (i) a prorated refund of any
<br />amounts pre -paid for the Infringing Product (if the Infringing Product is Licensed Software) or (ii) a credit for
<br />the Infringing Product, less a reasonable charge for depreciation (if the Infringing Product is Equipment,
<br />including Equipment with embedded Licensed Software).
<br />8.2.2. In addition to the other damages disclaimed under this Agreement, Motorola will have no duty to defend or
<br />indemnify Customer for any Infringement Claim that arises from or is based upon: (a) Customer Data,
<br />Customer -Provided Equipment, Non -Motorola Materials, or third -party equipment, hardware, software, data,
<br />or other third -party materials; (b) the combination of the Product with any products or materials not provided
<br />by Motorola; (c) a Product designed, modified, or manufactured in accordance with Customer's designs,
<br />specifications, guidelines or instructions; (d) a modification of the Product by a party other than Motorola; (e)
<br />use of the Product in a manner for which the Product was not designed or that is inconsistent with the terms
<br />of this Agreement; or (f) the failure by Customer to use or install an update to the Product that is intended to
<br />correct the claimed infringement. In no event will Motorola's liability resulting from an Infringement Claim
<br />extend in any way to any payments due on a royalty basis, other than a reasonable royalty based upon
<br />revenue derived by Motorola from Customer from sales or license of the Infringing Product.
<br />8.2.3. This Section 8.2 — Intellectual Property Infringement provides Customer's sole and exclusive remedies
<br />and Motorola's entire liability in the event of an Infringement Claim.
<br />8.3. Customer Indemnity. To the extent allowed by applicable law, Customer will defend, indemnify, and hold
<br />Motorola and its subcontractors, subsidiaries and other affiliates harmless from and against any and all
<br />damages, losses, liabilities, and expenses (including reasonable fees and expenses of attorneys) arising from
<br />any actual or threatened third -party claim, demand, action, or proceeding arising from or related to (a)
<br />Customer -Provided Equipment, Customer Data, or Non -Motorola Materials, including any claim, demand,
<br />action, or proceeding alleging that any such equipment, data, or materials (or the integration or use thereof with
<br />the Products) infringes or misappropriates a third -party intellectual property or other right, violates applicable
<br />law, or breaches the Agreement; (b) Customer -Provided Equipment's failure to meet the minimum requirements
<br />set forth in the applicable Documentation or match the applicable specifications provided to Motorola by
<br />Customer in connection with the Products; (c) Customer's (or its service providers, agents, employees, or
<br />Authorized User's) negligence or willful misconduct; and (d) Customer's or its Authorized User's breach of this
<br />Agreement. This indemnity will not apply to the extent any such claim is caused by Motorola's use of Customer -
<br />Provided Equipment, Customer Data, or Non -Motorola Materials in violation of the Agreement. Motorola will
<br />give Customer prompt, written notice of any claim subject to the foregoing indemnity. Motorola will, at its own
<br />expense, cooperate with Customer in its defense or settlement of the claim.
<br />9. Limitation of Liability.
<br />9.1. EXCEPT FOR PERSONAL INJURY OR DEATH, THE TOTAL AGGREGATE LIABILITY OF MOTOROLA, ITS
<br />AFFILIATES, AND ITS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES,
<br />SUBCONTRACTORS, AGENTS, SUCCESSORS, AND ASSIGNS (COLLECTIVELY, THE "MOTOROLA
<br />PARTIES"), WHETHER BASED ON A CLAIM IN CONTRACT OR IN TORT, LAW OR EQUITY, RELATING TO
<br />OR ARISING OUT OF THE AGREEMENT WILL NOT EXCEED THE FEES, OR PORTION OF FEES,
<br />RELATED TO THE PRODUCT UNDER WHICH THE CLAIM AROSE. WITH RESPECT TO ANY RECURRING
<br />1 Contractual Documentation ® MOTOROLA SOLUTIONS
<br />Use or disclosure of this proposal is subject to the restrictions on the cover page.
<br />Motorola Solutions Confidential Restricted
<br />Page 22
<br />
|