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<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 />
<br />15.2. 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 0 r by implication, e stoppel, or 0 therwise, 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 />
<br />Section 16
<br />
<br />GENERAL
<br />
<br />16.1. 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 />
<br />16.2. ASSIGNABILITY AND SUBCONTRACTING. Neither Party may assign this Agreement without
<br />the prior written consent of the other Party, except that Motorola may assign this Agreement to any of its
<br />affiliates or its right to receive payment without the prior consent of Customer. Motorola may subcontract
<br />any of the work, but subcontracting will not relieve Motorola of its duties under this Agreement.
<br />
<br />16.3 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 />
<br />16.4. SEVERABILITY. If a court of competent jurisdiction renders any part of this Agreement invalid or
<br />unenforceable, that part will be severed and the remainder of this Agreement will continue in full force and
<br />effect.
<br />
<br />16.5. INDEPENDENT CONTRACTORS. Each Party will perform its duties under this Agreement as an
<br />independent contractor. The Parties and their personnel will not be considered to be employees or
<br />agents of the other Party. Nothing in this Agreement will be interpreted as granting either Party the right
<br />or authority to make commitments of any kind for the other. This Agreement will not constitute, create, or
<br />be interpreted as a joint venture, partnership or formal business organization of any kind.
<br />
<br />16.6. HEADINGS AND SECTION REFERENCES. The section headings in this Agreement are
<br />inserted only for convenience and are not to be construed as part of this Agreement or as a limitation of
<br />
<br />CSA.FINAL.Set.1.1.0.05.revision.doc
<br />Motorola Contract No.
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