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July 23, 2025
<br />North Olmsted, Ohio
<br />MCC 7500E Dispatch Console Position Add On Project
<br />respective successors and assigns. Motorola may subcontract any of the work, but subcontracting will not
<br />relieve Motorola of its duties under this Agreement.
<br />15.4. Waiver. A delay or omission by either Party to exercise any right under this Agreement will not be construed to
<br />be a waiver of such right. A waiver by either Party of any of the obligations to be performed by the other, or
<br />any breach thereof, will not be construed to be a waiver of any succeeding breach or of any other obligation.
<br />All waivers must be in writing and signed by the Party waiving its rights.
<br />15.5. Severabilitv. If any provision of the Agreement is found by a court of competent jurisdiction to be invalid, illegal,
<br />or otherwise unenforceable, such provision will be deemed to be modified to reflect as nearly as possible the
<br />original intentions of the Parties in accordance with applicable law. The remaining provisions of this Agreement
<br />will not be affected, and each such provision will be valid and enforceable to the full extent permitted by
<br />applicable law_
<br />15.6. Independent Contractors,. Each Party will perform its duties under this Agreement as an independent contractor.
<br />The Parties and their personnel will not be considered to be employees or agents of the other Party. Nothing in
<br />this Agreement will 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 venture, partnership,
<br />or formal business organization of any kind.
<br />15.7. Third -Party Beneficiaries. The Agreement is entered into solely between, and may be enforced only by, the
<br />Parties. Each Party intends that the Agreement will not benefit, or create any right or cause of action in or on
<br />behalf of, any entity other than the Parties. Notwithstanding the foregoing, a licensor or supplier of third -party
<br />software included in the software Products will be a direct and intended third -party beneficiary of this
<br />Agreement.
<br />15.8. Interpretation. The section headings in this Agreement are included only for convenience The words "including"
<br />and "include" will be deemed to be followed by the phrase "without limitation". This Agreement will be fairly
<br />interpreted in accordance with its terms and conditions and not for or against either Party.
<br />15.9. Notices. Notices required under this Agreement to be given by one Party to the other must be in writing and
<br />either personally delivered or sent to the address provided by the other Party by certified mail, return receipt
<br />requested and postage prepaid (or by a recognized courier service, such as FedEx, UPS, or DHL), and will be
<br />effective upon receipt.
<br />15.10. Cumulative Remedies. Except as specifically stated in this Agreement, all remedies provided for in this
<br />Agreement will be cumulative and in addition to, and not in lieu of, any other remedies available to either Party
<br />at law, in equity, by contract, or otherwise. Except as specifically stated in this Agreement, the election by a
<br />Party of any remedy provided for in this Agreement or otherwise available to such Party will not preclude such
<br />Party from pursuing any other remedies available to such Party at law, in equity, by contract, or otherwise.
<br />15.11. Survival. The following provisions will survive the expiration or termination of this Agreement for any reason:
<br />Section 3.5 — Customer Obligations; Section 4.6 — Effect of Termination or Expiration; Section 5 — Payment and
<br />Invoicing; Section 7.9 — Warranty Disclaimer; Section 7.10 - Additional Warranty Exclusions; Section 8.3 —
<br />Customer Indemnity; Section 9 — Limitation of Liability; Section 10 — Confidentiality; Section 11 — Proprietary
<br />Rights; Data; Feedback; Section 13 — Force Majeure; Delays Caused by Customer; Section 14 — Disputes; and
<br />Section 15 — General.
<br />15.12. Entire Aareement. This Agreement, including all Addenda, and Proposals, constitutes the entire agreement of
<br />the Parties regarding the subject matter hereto, and supersedes all previous agreements, proposals, and
<br />understandings, whether written or oral, relating to this subject matter. This Agreement may be executed in
<br />multiple counterparts, and will have the same legal force and effect as if the Parties had executed it as a single
<br />document. The Parties may sign in writing or by electronic signature. An electronic signature, facsimile copy,
<br />or computer image of a signature, will be treated, and will have the same effect as an original signature, and
<br />will have the same effect, as an original signed copy of this document. This Agreement may be amended or
<br />modified only by a written instrument signed by authorized representatives of both Parties. The preprinted terms
<br />i Contractual Documentation 0 MOrOROLA SOLUTIONS
<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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