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<br />13.2. GENERAL INDEMNITY BY CUSTOMER. Customer will indemnify and hold Motorola harmless
<br />from any and all liability, expense, judgment, suit, cause of action, or demand for personal injury, death,
<br />or direct damage to tangible property which may accrue against Motorola to the extent it is caused by the
<br />negligence of Customer, its other contractors, or their employees or agents, while. performing their duties
<br />under this Agreement, if Motorola gives Customer prompt, written notice of any the claim or suit.
<br />Motorola will cooperate with Customer in its defense or settlement of the claim or suit. This section sets
<br />forth the full extent of Customer's general indemnification of Motorola from liabilities that are in any way
<br />related to Customer's performance under this Agreement.
<br />
<br />13.3. PATENT AND COPYRIGHT INFRINGEMENT.
<br />
<br />13.3.1. Motorola will defend at its expense any suit brought against Gustomer to the extent it is based on
<br />an Infringement Claim, and Motorola will indemnify Customer for those costs and damages finally
<br />awarded against Customer for a n Infringement Claim. M otorola'sd uties to defend and indemnify are
<br />conditioned upon: Customer promptly notifying Motorola in writing of the I nfringement Claim; Motorola
<br />having sole control of the defense of the suit and all negotiations for its settlement or compromise; and
<br />, Customer providing to Motorola cooperation and, if requested by Motorola, reasonable assistance in the
<br />defense of the Infringement Claim.
<br />
<br />13.3.2. If an Infringement Claim occurs, or in Motorola's opinion is likely to occur, Motorola may at its
<br />option and expense procure for Customer the right to continue using the Equipment or Motorola Software,
<br />replace or modify it so that it becomes non-infringing while providing functionally. equivalent performance,
<br />or grant Customer a credit for the Equipment or Motorola Software as depreciated and accept its return.
<br />The depreciation amount will be calculated based upon generally accepted accounting standards for such
<br />Equipment and Motorola Software.
<br />
<br />13.3.3. Motorola will have no duty to defend or indemnify for any Infringement Claim that is based upon
<br />the combination of the Equipment or Motorola Software with any software, apparatus or device not
<br />furnished by Motorola; the use of ancillary equipment or software not furnished by Motorola and that is
<br />attached to. or used in connection with the Equipment or Motorola Software; any Equipment that is not
<br />Motorola's design or formula; a modification of the Motorola Software by a party other than Motorola; or
<br />the failure by Customer to install an enhancement release to the Motorola Software that is intended to
<br />correct the claimed infringement. The foregoing states the entire liability of Motorola with respect to
<br />infringement of patents and copyrights by the Equipment, Motorola Software, or any of their parts.
<br />
<br />Section 14
<br />
<br />LIMITATION OF LIABILITY
<br />
<br />Except for personal injury or death, Motorola's total liability, whether for breach of contract, warranty,
<br />negligence, strict liability in tort, indemnification, or otherwise, will be limited to the direct clamages
<br />recoverable under law, but not to exceed the price of the Equipment, Software, or services with respect to
<br />which losses or damages are claimed. ALTHOUGH THE PARTIES ACKNOWLEDGE THE POSSIBILITY
<br />OF SUCH LOSSES OR DAMAGES, THEY AGREE THAT MOTOROLA WILL NOT BE LIABLE FOR ANY
<br />COMMERCIAL LOSS; INCONVENIENCE; LOSS OF USE, TIME, DATA, GOOD WILL, REVENUES,
<br />PROFITS OR SAVINGS; OR OTHER SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL
<br />DAMAGES IN ANY WAY RELATED TO OR ARISING FROM THIS AGREEMENT, THE SALE OR USE
<br />OF THE EQUIPMENT OR SOFTWARE, OR THE PERFORMANCE OF SERVICES BY MOTOROLA
<br />PURSUANT TO THIS AGREEMENT. This limitation of liability provision survives the expiration or
<br />termination of the Agreement and applies notwithstanding any contrary provision. No action for contract
<br />breach or otherwise relating to the transactions contemplated by this Agreement may be brought more
<br />than one (1) year after the accrual of the cause of action, except for money due upon an open account.
<br />
<br />Section 15
<br />
<br />CONFIDENTIALITY AND PROPRIETARY RIGHTS
<br />
<br />15.1. 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 />
<br />CSA.FINAL.Set.1.1.0.05.revision.doc
<br />Motorola Contract No.
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