HomeMy WebLinkAbout06 - Approve Purchase of Dispatch Radio Consoles - Amended PagesMay 9, 2017
Agenda Item No. 6
provide any other or further remedies, whether under another provision of this Agreement or any other legal
theory or principle, in connection with an Infringement Claim.
Section 14 LIMITATION OF LIABILITY
Except for personal Injury or death, damage to tangible property, and patent and copyright infringement
indemnity under Section 13.3 above, Motorola's total liability, whether for breach of contract, warranty,
negligence, strict liability in tort, indemnification, or otherwise, will be limited to the direct damages
recoverable under law, but not to exceed $506,660. MOTOROLA WILL NOT BE LIABLE FOR ANY
COMMERCIAL LOSS; INCONVENIENCE; LOSS OF USE, TIME, DATA, GOOD WiLL, REVENUES,
PROFITS OR SAVINGS; OR OTHER SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL
DAMAGES IN ANY WAY RELATED TO OR ARISING FROM THIS AGREEMENT, THE SALE OR USE
OF THE EQUIPMENT OR SOFTWARE, OR THE PERFORMANCE OF SERVICES BY MOTOROLA
PURSUANT TO THiS AGREEMENT. This limitation of liability provision survives the expiration or
termination of the Agreement and applies notwithstanding any contrary provision.
Section 15 CONFIDENTIALITY AND PROPRIETARY RIGHTS
15.1. CONFIDENTIAL INFORMATION. Dudng the term of this Agreement, .the Parties may provide each
other with Confidential Information. Subject to the requirements of any applicable public records law, each
Party will: maintain the confidentiality of the other Party's Confidential Information and not disclose it to any
third party, except as authorized by the disclosing Party in writing or as required by law or a court of
competent jurisdiction, restrict disclosure of the Confidential Information to its employees who have a "need
to know" and not copy or reproduce the Confidential information; take necessary and appropriate
precautions to guard the confidentiality of the Confidential Information,_ Including informing its employees
who handle the Confidential Information that it is confidential and is not to be disclosed to others, but these
precautions will be at least the same degree of care that the receiving Party applies to its own confidential
Information and will not be less than reasonable care; and use the Confidential Information only in
furtherance of the performance of this Agreement. Confidential Information is and will at all times remain
the property of the disclosing Party, and no grant of any proprietary rights in the Confidential Informativn is
given or intended, including any express or implied license, other than the limited right of the recipient to
use the Confidential Information in the manner and to the extent permitted by this Agreement.
15.2. PRESERVATION OF MOTOROLA'S PROPRIETARY RIGHTS. Motorola, the third party
manufacturer of any Equipment, and the copyright owner of any Non -Motorola 'Software own and retain alt
of their respective Proprietary Rights in the Equipment and Software, and nothing in this Agreement is
intended to restrict their Proprietary Rights. All intellectual property developed, originated, or prepared by
Motorola in connection with providing to Customer the Equipment, Software, or related services remain
vested exclusively in Motorola, and this Agreement does not grant to Customer any shared development
rights of intellectual property. Except as explicitly provided in the Software License Agreement, Motorola
does not grant to Customer, either directly or by implication, estoppel, or otherwise, any right, title or interest
in Motorola's Proprietary Rights. Customer will not modify, disassemble, peel components, decompile,
otherwise reverse engineer or attempt to reverse engineer, derive source code or create derivative works
from, adapt, translate, merge with other software, reproduce, distribute, sublicense, sell or export the
Software, or permit or encourage any third party to do so. The preceding sentence does not apply to Open
Source Software which is governed by the standard license of the copyright owner.
Section 16 GENERAL
16.1. LABOR LAWS. It shall be the obligation of Motorola or any subcontractor under it to comply with
all State of California labor laws, rules and regulations and the parties agree that the City shall not be liable
for any violation by Motorola or its subcontractors thereof.
16.2 TAXES. The Contract Price includes estimated sales tax but does not include any excise, property,
or other taxes, assessments or duties, all of which will be paid by Customer except as exempt by law.
Motorola will be solely responsible for reporting and paying taxes on its income or net worth.
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