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North Olmsted, Ohio
<br />MCC 7500E Dispatch Console Position Add On Project
<br />July 23, 2025
<br />14.1. Governina Law. All matters relating to or arising out of the Agreement are governed by the laws of the State of
<br />Illinois, unless Customer is the United States Government (or an agency thereof) or a state government or state
<br />agency or local municipality within the United States, in which case all matters relating to or arising out of the
<br />Agreement will be governed by the laws of the State in which the Products and Services are provided. The
<br />terms of the U.N. Convention on Contracts for the International Sale of Goods and the Uniform Computer
<br />Information Transactions Act will not apply.
<br />14.2. Neaotiation: Mediation. The Parties will attempt to timely resolve the Dispute promptly through good faith
<br />negotiations. Either Party may initiate dispute resolution procedures by sending a notice of Dispute ("Notice of
<br />Dispute") to the other Party. The Parties will choose an independent mediator within thirty (30) days of such
<br />Notice of Mediation. Neither Party may unreasonably withhold consent to the selection of a mediator, but if the
<br />Parties are unable to agree upon a mediator, either Party may request that the American Arbitration Association
<br />nominate a mediator. Each Party will bear its own costs of mediation, but the Parties will share the cost of the
<br />mediator equally. Unless otherwise agreed in writing, all in person meetings under this Section 14.2 —
<br />Negotiation; Mediation will take place in Chicago, Illinois, and all communication relating to the Dispute
<br />resolution will be maintained in strict confidence by the Parties. Notwithstanding the foregoing, any Dispute
<br />arising from or relating to Motorola's intellectual property rights must be decided by a court of competent
<br />jurisdiction, in accordance with Section 14.3 — Litigation, Venue, Jurisdiction below.
<br />14.3. Litigation. Venue. Jurisdiction. If the Dispute has not been resolved by mediation within sixty (60) days from the
<br />Notice of Mediation, either Party may submit the Dispute exclusively to a court in Cook County, Illinois, or in the
<br />case the Customer is the United States, a state agency, or local municipality, then the appropriate court in the
<br />State in which the Products and Services are provided. Each Party expressly consents to the exclusive
<br />jurisdiction of such courts for resolution of any Dispute and to enforce the outcome of any mediation.
<br />15. General.
<br />15.1. Compliance with Laws. Each Party will comply with applicable laws in connection with the performance of its
<br />obligations under this Agreement, including that Customer will ensure its and its Authorized Users' use of the
<br />Products complies with law (including privacy laws), and Customer will obtain any FCC, FAA, and other licenses
<br />or authorizations (including licenses or authorizations required by foreign regulatory bodies) required for its and
<br />its Authorized Users' use of the Products. Motorola may, at its discretion, cease providing or otherwise modify
<br />Products (or any terms related thereto in an Addendum or Proposal), in order to comply with any changes in
<br />applicable law.
<br />15.2. Audit: Monitoring. Motorola will have the right to monitor and audit use of the Products, including an audit of
<br />total user licenses credentialed by Customer for any Licensed Software or SaaS Products, which may also
<br />include access by Motorola to Customer Data and Service Use Data. Customer will provide notice of such
<br />monitoring to its Authorized Users and obtain any required consents, including individual end users, and will
<br />cooperate with Motorola in any monitoring or audit. Customer will maintain during the Term, and for two (2)
<br />years thereafter, accurate records relating to any licenses granted under this Agreement to verify compliance
<br />with this Agreement_ Motorola or a third party ("Auditor') may inspect Customer's and, as applicable, Authorized
<br />Users' premises, books, and records. Motorola will pay expenses and costs of the Auditor, unless Customer is
<br />found to be in violation of the terms of the Agreement, in which case Customer will be responsible for such
<br />expenses and costs. In the event Motorola determines that Customer's usage of the Licensed Software or SaaS
<br />Product exceeded the number of licenses purchased by Customer at a given time, Motorola may invoice
<br />Customer for the additional licenses used by Customer, pro -rated for each additional license from the date such
<br />license was activated, and Customer will pay such invoice in accordance with the payment terms in the
<br />Agreement.
<br />15.3. Assignment and Subcontracting. Neither Party may assign or otherwise transfer this Agreement without the
<br />prior written approval of the other Party. Motorola may assign or otherwise transfer this Agreement or any of its
<br />rights or obligations under this Agreement without consent (a) for financing purposes, (b) in connection with a
<br />merger, acquisition or sale of all or substantially all of its assets, (c) as part of a corporate reorganization, or (d)
<br />to a subsidiary corporation. Subject to the foregoing, this Agreement will be binding upon the Parties and their
<br />Contractual Documentation MOTOROLA SOLUVONS
<br />Use or disclosure of this proposal is subject to the restrictions on the cover page.
<br />Motorola Solutions Confidential Restricted
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