{"id":42554,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/master-outsourcing-agreement-motorola-inc-and-linuxcare-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"master-outsourcing-agreement-motorola-inc-and-linuxcare-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/master-outsourcing-agreement-motorola-inc-and-linuxcare-inc.html","title":{"rendered":"Master Outsourcing Agreement &#8211; Motorola Inc. and Linuxcare Inc."},"content":{"rendered":"<pre>                         MASTER OUTSOURCING AGREEMENT\n\n                            (MAINTENANCE SERVICES)\n\n     This Master Outsourcing Agreement (Maintenance Services) (the \"Agreement\")\nis made as of the 13th day of December, 1999 by and between Motorola, Inc., a\nDelaware corporation, through its Motorola Computer Group, with its principal\noffice located at 2900 South Diablo Way, Tempe, AZ 85282 (\"MCG\"), and LinuxCare,\nInc, with its principal office located at 650 Townsend St. San Francisco, CA\n94103 (VENDOR).\n\n                                   RECITALS\n\nA.   MCG manufactures, sells, distributes and licenses certain computer hardware\nand software products and other third party products in connection with such\ncomputer products.\n\nB.   MCG provides installation, maintenance and other services for such computer\nproducts and such third party products.\n\nC.   VENDOR is in the business of providing engineering support, training,\ndevelopment, and consulting services for Linux products.\n\nD.   MCG desires to establish a contractual relationship with VENDOR whereby\nVENDOR will provide a significant portion of MCG's support and other support\nrelated services directly to MCG pursuant to the terms and conditions of this\nAgreement.\n\n                                   AGREEMENT\n\n     NOW, THEREFORE, MCG and VENDOR agree as follows:\n\n1.   DEFINITIONS\n\n     As used in this Agreement, the following terms shall have the following\nmeanings (such definitions to be equally applicable to both the singular and the\nplural forms of the terms defined). Unless otherwise indicated, references to\nSchedules and Exhibits shall mean Schedules and Exhibits to this Agreement, as\nsuch Schedules and Exhibits may be amended, supplemented or modified from time\nto time.\n\n     (a)  \"Base Term\" shall have the meaning set forth in Section 3(a) of this\n     Agreement.\n\n     (b)  \"Customer Data\" shall mean the customer contract files and other\n     information pertaining to the customers, as communicated and provided to\n     VENDOR by MCG in its sole discretion, whose service maintenance will be\n     provided by VENDOR on behalf of MCG hereunder.\n\n     (c)  \"Effective Date\" shall mean December 13, 1999.\n\n                                      -1-\n\n\n \n     (d)  \"Eligible Products\" shall mean all Linux operating system software\n     currently or in the future supported by MCG or any of its affiliates\n     subject to any third party contractual terms between MCG and the third\n     party.\n\n     (e)  \"Loaned Equipment\" shall mean equipment identified by MCG for the\n     support or servicing of Eligible Products which is to be loaned to VENDOR\n     as provided in Section 5 (c) herein.\n\n     (f)  \"Major Facilities\" shall mean the Major Parts Facilities and VENDOR's\n     facilities in 650 Townsend St. San Francisco, CA 94103.\n\n     (g)  \"Service Area\" shall mean the geographic location identified in\n     Schedule 1(h).\n\n     (h)  \"Services\" shall mean the obligations, duties and services described\n     in an attached Statement of Work.\n\n     (i)  \"Statement of Work\" shall mean all of the obligations, duties and\n     services of VENDOR in respect of the support and servicing of Eligible\n     Products including, without limitation, remote customer service, call\n     management, and customer tracking, as set forth in detail in the Statement\n     of Work attached hereto as an exhibit.\n                                   -------\n\n     (j)  \"Technical Documentation\" shall mean diagnostic software and tools\n     (including without limitation, operations and maintenance manuals, training\n     materials, logic diagrams, service aids and know-how related to the\n     Eligible Products that are necessary or appropriate, as communicated and\n     provided to VENDOR by MCG in its sole discretion and to the extent MCG is\n     permitted under third party licenses to communicate and provide such items\n     to VENDOR, for VENDOR's engineers to support the Eligible Products\n     properly.\n\n     (k)  \"Transition Completion Date\" shall mean the date when the transition\n     is completed in full and VENDOR is capable of performing the in accordance\n     with the standards and requirements specified in the Transition Plan, as\n     such date may be modified from time to time in connection with revisions to\n     such Transition Plan.\n\n     (l)  \"Transition Coordinator\" shall mean an individual identified by VENDOR\n     who shall be acceptable to MCG and who shall serve as the Transition\n     Coordinator for purposes of Section 4(c) hereof.\n\n     (m)  \"Transition Plan\" shall mean the plan created through joint effort of\n     VENDOR and MCG as set forth in Section 4(a), below.\n\n     (n)  \"Transition Phase\" shall mean the period commencing on the Effective\n     Date and ending on the Transition Completion Date.\n\n     (o)  \"VENDOR Onsite Project Manager\" shall have the meaning set forth in\n     Section 4(c).\n\n                                      -2-\n\n\n \n2.   APPOINTMENT AS SERVICE CONTRACTOR\n\n     (a)  Appointment. Upon and subject to the terms and conditions of this\n          -----------    \nAgreement, MCG hereby appoints VENDOR, as its contractor, to perform the Support\nfor or with respect to the Eligible Products within the Service Area. VENDOR may\nsubcontract its obligations under this Agreement to third parties provided that\n(i) such third parties agree to the terms and provisions of this Agreement\napplicable to the services provided by such third parties, which provisions\nshall at minimum require full compliance with Section 9 - Confidential\nInformation; (ii) VENDOR provides MCG prior notice of the full identity (i.e.,\nname, telephone number and address) of such third party and a description of the\nservices being so provided, and (iii) VENDOR obtains MCG's prior written consent\nof such third party for the particular subcontract, which consent shall not be\nunreasonably withheld. VENDOR shall indemnify MCG for any and all claims made\nagainst MCG resulting out of any acts or omissions of such third parties in\naccordance with the provisions of Section 10(a), below.\n\n     (b)  Acceptance of Appointment. VENDOR hereby accepts such appointment and\n          -------------------------\nagrees to perform the Services on or with respect to the Eligible Products\nwithin the Service Area. VENDOR agrees to perform the Services promptly, in a\nskillful, competent and workmanlike manner, and in accordance with the standards\nof skill and care exercised by equipment maintenance and service providers with\nrespect to similar equipment.\n\n     (c)  Non-exclusivity. MCG and VENDOR hereby acknowledge and agree that the\n          ---------------\nappointment of VENDOR hereunder is not exclusive. At any time, and at its sole\ndiscretion, MCG, Motorola, Inc., and any of their respective divisions,\nsubsidiaries or affiliates may perform and\/or may engage any third party to\nperform any or all of the Services (or any other services) within or outside of\nthe Service Area. Nothing in this Agreement is intended to limit or restrict\nVENDOR's right to provide maintenance services (including services comparable to\nthe Services) on behalf of other equipment vendors; provided, that any such\n                                                    --------\nservices performed by VENDOR on behalf of any other vendor shall not interfere\nwith or limit VENDOR's ability to fully and timely perform the Services.\n\n3.   TERM OF AGREEMENT\n\n     (a)  Base Term. Subject to Section 3(b) hereof, the term of this Agreement\n          ---------\nwill commence on the Effective Date and will, unless sooner terminated in\naccordance with the provisions hereof, and subject to the requirements of\nSection 12, end on the third (3rd) anniversary thereof.\n\n     (b)  Automatic Annual Extension. The term of this Agreement shall\n          --------------------------\nautomatically be extended for successive periods of one year each; provided,\n                                                                   --------\nthat the term of this Agreement shall not be extended under this Section 3(b) if\neither party shall have delivered, not later than twelve (12) months prior to\nthe then scheduled expiration date, written notice to the other party of its\nelection not to have the term of Services to be provided under this Agreement\nautomatically extended pursuant to this Section 3(b).\n\n                                      -3-\n\n\n \n4.   TRANSITION PHASE\n\n     (a)  Transition Management. VENDOR will be responsible for all transition\n          ---------------------\nmanagement and transition planning. To the extent MCG has any suggested\nadditions or modifications, the parties shall immediately confer and in good\nfaith attempt to resolve any disagreements that may arise. Both MCG and VENDOR\nwill diligently and timely perform their respective duties and tasks under a\nmutually agreed-upon Transition Plan in accordance with the provisions of this\nAgreement, the Statement of Work and the Transition Plan so that the Transition\nPhase will be completed successfully within the schedule established in the\nTransition Plan.\n\n     (b)  Failure to Meet Transition Completion Date. In addition to MCG's right\n          ------------------------------------------\nto recover actual damages, in the event that VENDOR fails to perform its\nobligations hereunder with respect to the Transition Phase in accordance with\nthe Statement of Work and the Transition Plan such that the Transition\nCompletion Date does not occur on or before the date set by mutual agreement of\nthe parties:\n\n          (i)  VENDOR shall make available to MCG all personnel, equipment and\n     other resources in addition to such personnel, equipment and other\n     resources then dedicated to the MCG Transition Phase that are necessary\n     under the circumstances to maintain MCG's service and maintenance\n     operations fully operational at the same service level at which it was\n     operating on the Effective Date. VENDOR shall be reimbursed for use of the\n     technical people at the telephone only support rates. On site services\n     performed by VENDOR during this period will be reimbursed by the Flat Rate\n     Per Incident On-site Labor Rate as set forth in the Statement of Work.\n\n          (ii) If the Transition Completion Date has not occurred by the\n     mutually agreed date, VENDOR shall as soon as possible submit to MCG a\n     written plan to complete the Transition. MCG shall have a mutually agreed\n     to time period in which, by written notice to VENDOR, to (A) accept the\n     written plan, (B) terminate this Agreement as of a date specified in the\n     termination notice, without any further financial obligations to VENDOR or\n     (C) elect to stay at current implementation level of the Transition Plan.\n     If MCG does not provide a written response, it shall be deemed to have\n     elected to stay at the current implementation level. Nothing in this\n     Section 4 shall be intended to restrict or limit MCG's right to initiate\n     discussions and\/or negotiations with any other maintenance service provider\n     during or after the Transition Phase.\n\n5.   GENERAL COVENANTS RELATING TO THE SERVICES\n\n     (a)  Personnel. VENDOR agrees to maintain sufficient staffing levels to\n          ---------\n          cause all Services to be performed in accordance with, and within the\ntime frames specified in, the Statement of Work. VENDOR shall assign to\nmaintenance services only trained and experienced personnel. Such personnel must\nbe technically qualified by MCG to the appropriate level required, and as\ndetermined by MCG, for the Eligible Products to be maintained by VENDOR pursuant\nto this Agreement.\n\n                                      -4-\n\n\n \n     (b)  Loaned Equipment. MCG shall deliver to VENDOR and VENDOR shall accept\n          ----------------\n          the delivery of the Loaned Equipment set forth in Schedule 5(c),\n          attached hereto, as prescribed in the Transition Plan and such other\n          Loaned Equipment as MCG shall determine is required from time to time.\n          Such Loaned Equipment shall be used by VENDOR solely in the\n          performance of the Services. Unless otherwise agreed to by MCG in\n          writing, such Loaned Equipment shall remain the property of MCG. Upon\n          delivery to VENDOR, VENDOR assumes the cost of labor for safekeeping,\n          maintaining and repairing the Loaned Equipment and shall keep such\n          Loaned Equipment in good working order and repair, subject to\n          reasonable wear and tear that does not adversely affect the utility or\n          efficiency of such Loaned Equipment. MCG shall provide the parts to\n          the Loaned Equipment as requested by VENDOR in connection with the\n          safekeeping, maintenance and repair of the Loaned Equipment. VENDOR\n          shall maintain complete and accurate records of the location and\n          condition of the Loaned Equipment and shall execute precautionary UCC-\n          1 financing statements and any other documents that are reasonably\n          necessary to protect MCG's ownership interest in such Loaned\n          Equipment. VENDOR shall keep all such Loaned Equipment prominently\n          marked with clear and readable labels, signs, or notices indicating\n          \"MOTOROLA, INC. PROPERTY.\" Upon delivery of Loaned Equipment to\n          VENDOR, VENDOR assumes all risk of loss, theft, damage or casualty to\n          such Loaned Equipment including, without limitation, any such loss,\n          theft, damage or casualty occurring during any subsequent transfer of\n          such Loaned Equipment to other VENDOR facilities or to customer\n          locations and shall indemnify and hold MCG harmless from and against\n          any such loss, theft, damage or casualty.\n\n     (c)  Customer Data. MCG shall provide Customer Data to VENDOR as described\n          -------------\n          in the Statement of Work.\n\n     (e)  Technical Documentation. MCG shall provide to VENDOR reasonably\n          -----------------------\n          sufficient copies of the Technical Documentation at no charge to\n          VENDOR. All such Technical Documentation shall, to the extent owned by\n          MCG, remain the property of MCG including, without limitation, all\n          modifications, enhancements, improvements and translations\n          (\"Improvements to Technical Documentation\") made to it by any party.\n          However, MCG hereby grants to VENDOR a non-exclusive, royalty free,\n          right and license, limited as further described herein, to use the \n          MCG-owned Technical Documentation solely for the purpose of providing\n          services for customers pursuant to contracts such customers have with\n          MCG only. To the extent Technical Documentation is licensed to MCG\n          from a third party, MCG shall to the extent permitted by such third\n          party license provide VENDOR rights under the terms of such third\n          party license. VENDOR shall abide by all restrictions, limitations and\n          conditions imposed on or in connection with such Technical\n          Documentation as mutually agreed by the parties. Upon termination,\n          expiration or cancellation of this Agreement, VENDOR shall return all\n          Technical Documentation, including all copies thereof, to MCG. VENDOR\n          shall have no right or license to copy or modify the Technical\n          Documentation, unless otherwise agreed to in writing by MCG. VENDOR\n          agrees to preserve and not remove or obscure any proprietary\n          information notices or other use restrictions, including without\n          limitation, any copyright notices, trademarks and\n\n                                      -5-\n\n\n \n          restricted government rights legends. The Technical Documentation are\n          provided hereunder \"As Is\" with no representation or warranty\n          whatsoever. Specifically, MCG does not represent or warrant that the\n          Technical Documentation does not infringe any third party intellectual\n          property rights.\n\n     (f)  Reports. VENDOR shall prepare such reports, summaries, analyses and\n          -------\n          shall supply such data and other material as specified in the\n          Statement of Work, and as otherwise reasonably requested by MCG.\n\n     (g)  Inspections. After notification by MCG, VENDOR shall attempt to\n          -----------\n          accommodate immediately but shall in no case later than 2 days allow\n          MCG to visit and inspect during VENDOR's normal business hours without\n          interference to VENDOR's business at any facility of VENDOR where\n          Services are performed or Loaned Equipment, Customer Data or Technical\n          Documents are used or stored and to inspect all records of VENDOR kept\n          or maintained in connection with the Services. Such representatives\n          from MCG may be required to be escorted by VENDOR for security\n          purposes. Such inspections shall include the opportunity to monitor\n          VENDOR's compliance with every aspect of the Statement of Work. VENDOR\n          will at all times requested by MCG cooperate with and assist such\n          persons in locating and gaining access to such facilities and records.\n\n     (h)  Financial Information. VENDOR shall provide immediately notice to MCG\n          ---------------------\n          of any event or condition that in VENDOR's reasonable judgment results\n          in or is reasonably likely to result in a material adverse change to\n          the solvency, financial condition or business operations of VENDOR.\n\n     (i)  Quality Metric Measurements and Reporting of VENDOR's Performance. MCG\n          -----------------------------------------------------------------\n          and VENDOR will, on a regularly scheduled basis, meet to define and\n          mutually agree upon the Quality Metric goals for the Quality Metrics\n          defined in Exhibit D. VENDOR agrees to present, at MCG's monthly\n          quality meeting in Tempe, Arizona, the performance data for the goals\n          set above and provide root cause analysis and corrective action plans\n          for all quality metric goals missed. If the quality goals missed are\n          not resolved to MCG's satisfaction for a period of 3 consecutive\n          months, MCG shall provide written notice to VENDOR stating the\n          specific deficiencies and missed goals and requesting that an\n          appropriate member of VENDOR's senior staff at the Vice President or\n          Senior Vice President level attend the next MCG monthly quality\n          meeting and to be present at such time. Such senior staff person shall\n          attend the noticed MCG monthly quality meeting and shall present an\n          executive action plan which will define how VENDOR plans to resolve\n          the deficiencies and missed goals. Unless otherwise agreed to by the\n          parties, all such deficiencies and missed goals must be successfully\n          rectified within 90 days thereafter.\n\n6.   FEES\n\n     In consideration of VENDOR performing its obligations hereunder, MCG shall\npay VENDOR the fees and charges as specified in the Statement of Work. All\nbillable service\n\n                                      -6-\n\n\n \nperformed in each month shall be invoiced the following month. All payments\nrequired to be made by MCG hereunder shall be due and payable within thirty (30)\ndays from receipt of an accurate invoice. VENDOR will be permitted to increase\nits prices for services as set forth in the Statement of Work no greater than 5%\nfor each year, after expiration of the Base Term. Notwithstanding anything to\nthe contrary, MCG shall be entitled to the most favorable prices for services\nfor equivalent type and volume of services. MCG shall provide VENDOR evidence of\ntax exemption for each applicable state as required, otherwise, applicable tax\nwill be included with invoices.\n\n7.   TITLE\n\n     MCG shall retain all rights (including, without limitation, all\nintellectual property rights), title, and interest in and to all Technical\nDocumentation, Customer Data, Loaned Equipment and Parts delivered to and\/or\nretrieved by VENDOR hereunder. VENDOR shall not make any contrary\nrepresentations to any third party. VENDOR shall not use, sell or encumber the\nTechnical Documentation, Customer Data, and Loaned Equipment for its own\naccount. VENDOR agrees to take all additional actions reasonably requested by\nMCG to preserve MCG's rights in all Technical Documentation, Customer Data, and\nLoaned Equipment, including, without limitation, keeping all Technical\nDocumentation, Customer Data, Loaned Equipment secure and separate from any\nother inventory or materials which do not belong to MCG, placing and maintaining\nsigns on VENDOR's premises or tags on the property announcing MCG's ownership\nand executing any documents reasonably necessary to preserve MCG's ownership\ninterest. VENDOR shall at all times keep all Technical Documentation, Customer\nData, and Loaned Equipment free and clear of any claims, liens, charges and\nlegal processes of VENDOR's creditors and shall defend, at is own cost and\nexpense, MCG's title to or rights in all such Technical Documentation, Customer\nData, and Loaned Equipment against all claims, liens, charges and legal\nprocesses of creditors of VENDOR and shall indemnify, defend and hold MCG\nharmless from and against any such claims, liens, charges and processes.\n\n8.   REPRESENTATIONS AND WARRANTIES\n\nEach party (\"Representing Party\") represents and warrants to and for the benefit\nof the other party that on the Effective Date:\n\n     (a)  Representing Party is validly existing and in good standing under the\nlaws of the state in which its principle office is located and is duly licensed\nor qualified and is in good standing wherever necessary to carry on its present\nbusiness and operations and to own or lease its properties and has the power and\nauthority and all necessary licenses and permits to carry on its present\nbusiness and operations (including carrying on its business as presently\nconducted), to own or lease its properties and to enter into and perform its\nobligations under this Agreement.\n\n     (b)  This Agreement has been duly authorized, executed and delivered by\nRepresenting Party and constitutes legal, valid and binding obligations of\nRepresenting Party enforceable against Representing Party in accordance with its\nrespective terms, subject to bankruptcy, insolvency, reorganization, fraudulent\nconveyance, moratorium, or similar laws affecting creditors' rights generally\nand subject to general principles of equity.\n\n                                      -7-\n\n\n \n     (c)  The execution and delivery of this Agreement and compliance by\nRepresenting Party with all of the provisions hereof do not require any partner\n(or any partner or shareholder of any partner) approval and do not and will not\ncontravene any law, rule, regulation, judgment or decree applicable to or\nbinding on Representing Party or require any consent of a third party or\ncontravene the provisions of, or constitute a default under, or result in the\ncreation of any lien on the property of Representing Party under, a general\npartnership agreement or any indenture, mortgage, contract or other agreement or\ninstrument to which Representing Party is a party or by which it or any of its\nproperty may be bound or affected.\n\n     (d)  Representing Party is not in default, and no event or condition exists\nwhich after the giving of notice or lapse of time or both would constitute an\nevent of default, under any mortgage, indenture, contract, agreement, judgment\nor other undertaking to which Representing Party is a party or upon any of the\nassets of Representing Party, except for any such default, event or condition\nwhich, individually or in the aggregate, would not materially adversely affect\nRepresenting Party financial condition, business or operations or adversely\naffect Representing Party's ability to perform its obligations under this\nAgreement.\n\n     (e)  There are no proceedings pending or, to the knowledge of Representing\nParty, threatened, and to the knowledge of Representing Party there is no\nexisting basis for any such proceedings, against or affecting Representing Party\nor any subsidiary thereof by or before any court, arbitrator, administrative\nagency or other governmental authority which, if adversely determined,\nindividually or in the aggregate might be reasonably expected to materially\nadversely affect the properties, business, prospects, profits or condition of\nRepresenting Party or adversely affect Representing Party's ability to perform\nits obligations under this Agreement. Neither Representing Party nor any of its\nsubsidiaries is in default with respect to any order of any court, arbitrator,\nadministrative agency or other governmental authority, the violation of which\nindividually or in the aggregate might be reasonably expected to materially\nadversely affect the properties, business, prospects, profits or condition of\nRepresenting Party or adversely affect Representing Party's ability to perform\nits obligations under this Agreement.\n\n     (f)  Neither the execution and delivery by Representing Party of this\nAgreement, nor the performance by Representing Party of its obligations\nhereunder require the consent, approval or authorization of, the giving of\nnotice to, or the filing, registration, qualification or taking of any other\naction with, any Federal, state, or foreign government authority or agency.\n\n     (h)  This Agreement, Representing Party's written response to the other\nparty's due diligence requests, and the documents referenced or delivered to the\nother party, individually or in the aggregate, in connection with this Agreement\ndo not contain any untrue statement of a material fact or omit to state a\nmaterial fact necessary to make the statements and facts contained in such\ndocuments or writings not false or misleading.\n\n     (g)  VENDOR chief executive office (as such term is used in Article 9 of\nthe Uniform Commercial Code) is located at 650 Townsend St. San Francisco, CA\n94103 and VENDOR hereby agrees to notify MCG in writing of any change in such\nlocation within 30 days of such change.\n\n                                      -8-\n\n\n \n     (i)  In connection with Representing Party's business, there are no\ncollective bargaining agreements or other labor agreements to which Representing\nParty is a party or by which it is bound. There is and has been no unfair labor\npractice complaint against Representing Party in connection with its business\nwhich materially or adversely affects the business of Representing Party. There\nare and have been no labor strike or other material labor trouble affecting its\nbusiness and no pending representation question respecting the employees of\nRepresenting Party in connection with its business.\n\n     (j)  Representing Party and its affiliates have filed or caused to be filed\nall Federal, state, local and foreign tax returns required to be filed and have\npaid or caused to be paid all taxes shown to be due and payable on such returns\nor any assessment received by Representing Party or any of its subsidiaries, to\nthe extent such taxes are due and payable (except to the extent (i) such taxes\nare being contested in good faith, or (ii) such failure to file tax returns or\npay taxes would not have any material adverse effect on the properties,\nbusiness, prospects, profits, or condition of Representing Party).\n\n9.   CONFIDENTIAL INFORMATION\n\n     (a)  Except as provided hereinafter, for a period of five (5) years after\ntermination or expiration of this Agreement, each party shall not disclose,\npublish or disseminate information received from the other party which may be\nrequired to carry out this Agreement and which the disclosing party deems\nproprietary and confidential, and which has been reduced to a tangible medium\nand marked confidential (hereinafter \"Confidential Information\"). In order for\noral information to be considered Confidential Information, it must be confirmed\nin writing within thirty (30) days of disclosure.\n\n     (b)  The receiving party agrees to employ the same care (which shall be at\nleast reasonable) and discretion with respect to Confidential Information of the\ndisclosing party that it employs with similar information of its own which it\ndoes not desire to disclose, publish or disseminate.\n\n     (c)  The receiving party shall limit use and access of such Confidential\nInformation to only VENDOR employees and others whose use or access is necessary\nto effect the purposes of this Agreement and who have executed confidentiality\nagreements substantially equivalent to the terms in this Section 9.\n\n     (d)  At the termination or expiration of this Agreement, the receiving\nparty shall promptly return all Confidential Information which are in written\nform or on other media, including copies thereof, back to the disclosing party.\n\n     (e)  VENDOR agrees that the following constitutes Confidential Information\nof MCG without further markings or written notice:\n\n               (i)   the identity of Customers as compiled in a database;\n\n               (ii)  the identity of equipment used by a Customer, and\n\n               (iii) the service history of such Customers.\n\n                                      -9-\n\n\n \n     (f)  VENDOR further agrees to take all actions necessary to prevent any\nConfidential Information from being used or accessed by the product marketing or\nsales departments of any other Company.\n\n     (g)  The obligations specified in this Section 9 will not apply to any\ninformation:\n\n               (i)   that is already in the possession of the receiving party\n                     without obligation of confidence;\n\n               (ii)  that is independently developed at any time by the\n                     receiving party;\n\n               (iii) that is or becomes publicly available without breach of\n                     this Agreement;\n\n               (iv)  that is rightfully received by the receiving party from a\n                     third party without restriction on disclosure;\n\n               (v)   that is disclosed in response to a valid order of a court\n                     or other governmental body of the United States of America\n                     or any political subdivision thereof; provided, however,\n                     that the disclosing party shall first have made a good\n                     faith effort to obtain a protective order requiring that\n                     the information and\/or documents so disclosed be used only\n                     for the purpose for which the order was issued;\n\n               (vi)  where its disclosure is otherwise required by law; or\n\n               (vii) where its disclosure is necessary to establish the\n                     disclosing party's rights under this Agreement.\n\n10.  INDEMNIFICATION\n\n     (a)  VENDOR assumes liability for, and shall defend, indemnify and keep\nharmless from MCG, and its respective officers, directors, employees, successors\nand assigns (each, an \"Indemnified Party\") from and against any and all\nliabilities, obligations, losses, damages, penalties, claims, demands, actions,\nsuits, costs and expenses (including, without limitation, reasonable legal fees\nand expenses), arising from claims of third parties, of whatsoever kind or\nnature, imposed on, incurred by or asserted against any Indemnified Party,\nresulting from, arising out of, or incurred with respect to (i) the breach of\nany covenant or warranty made by VENDOR under Section 8 or a material breach of\nthis Agreement, or (ii) the performance of the Services by VENDOR but not to the\nextent such claim arises from or relates to VENDOR acting at MCG's direction or\ninstruction or VENDOR's use of the Technical Documentation or other MCG-supplied\nmaterials; provided, however, that VENDOR shall not be required under this\n           --------\nSection 10(a) to defend, indemnify or keep harmless any Indemnified Party for\nloss or liability resulting from any negligence, willful misconduct or gross\nnegligence of such Indemnified Party.\n\n     The foregoing states VENDOR's sole liability for its breach of warranties\nin Section 8. MCG shall (i) promptly notify VENDOR of any such claim, (ii) allow\nVENDOR full control over\n\n                                      -10-\n\n\n \nthe defense and settlement of such claim, and (iii) provide VENDOR full\ncooperation in the defense and settlement of such claim.\n\n     (b)  MCG assumes liability for, and shall defend, indemnify and keep\nharmless VENDOR, and its respective officers, directors, employees, successors\nand assigns (each, an \"Indemnified Party\") from and against any and all\nliabilities, obligations, losses, damages, penalties, claims, demands, actions,\nsuits, costs and expenses (including, without limitation, reasonable legal fees\nand expenses), arising from claims of third parties, of whatsoever kind or\nnature, imposed on, incurred by or asserted against any Indemnified Party,\nresulting from, arising out of, or incurred with respect to the breach of any\ncovenant or warranty made by MCG under Section 8 or a material breach of this\nAgreement; provided, however, that MCG shall not be required under this Section\n           --------\n10(b) to defend, indemnify or keep harmless any Indemnified Party for loss or\nliability resulting from any negligence, willful misconduct or gross negligence\nof such Indemnified Party.\n\n     The foregoing states MCG's sole liability for its breach of warranties in\nSection 8. VENDOR shall (i) promptly notify MCG of any such claim, (ii) allow\nMCG full control over the defense and settlement of such claim, and (iii)\nprovide MCG full cooperation in the defense and settlement of such claim.\n\n11.  TERMINATION\n\n     (a)  Termination by Either Party. This Agreement may be terminated at any\n          ---------------------------\ntime by either party (the terminating party is referred to as the \"Acting\nParty\"), effective upon the giving of written notice of such termination to the\nother party (the other party is referred to herein as the \"Affected Party\") with\nsuch notice stating the basis upon which such termination was made, upon the\noccurrence of any of the following events of default:\n\n          (i)   the Affected Party shall fail to perform or observe any material\n     covenant, condition or agreement to be performed or observed on the part of\n     such Affected Party with respect to this Agreement and such failure shall\n     continue unremedied for thirty (30) days after the earlier of (A)the date\n     upon which a responsible officer of such Affected Party obtains knowledge\n     of such failure, or (B)the date on which written notice of such default and\n     demand that the same be remedied shall be given by the Acting Party to such\n     Affected Party; provided, however, that if the nature of such failure is\n     such that more than thirty (30) days are reasonably required for its cure,\n     then the Affected Party shall be entitled to an additional thirty (30) days\n     to cure if the Affected Party had diligently attempted to cure during the\n     initial thirty (30) day cure period.\n\n          (ii)  any representation or warranty made by the Affected Party herein\n     or in any document, report, certificate or financial or other statement now\n     or hereafter furnished by such party to the Acting Party in connection with\n     this Agreement shall prove at any time to have been untrue or misleading in\n     any material respect as of the time when made;\n\n          (iii) the Affected Party shall (A)be generally not paying its debts\n     as they become due, (B)file, or consent by answer or otherwise to the\n     filing against it of a petition for relief or reorganization or liquidation\n     or to take advantage of any bankruptcy or\n\n                                      -11-\n\n\n \n     insolvency law of any jurisdiction, (C)make an assignment for the benefit\n     of its creditors, (D)consent to the appointment of a custodian, receiver,\n     trustee or other officer with similar powers of itself or any substantial\n     part of its property, or (E)take corporate action for the purpose of any of\n     the foregoing; or\n\n          (iv) as to the Affected Party, a court or governmental authority of\n     competent jurisdiction shall enter an order appointing, without the consent\n     of the such Affected Party, a custodian, receiver, trustee or other officer\n     with similar powers with respect to it or with respect to any substantial\n     part of its property, or constituting an order for relief or approving a\n     petition for relief or reorganization or any other petition in bankruptcy\n     or for liquidation or to take advantage of any bankruptcy or insolvency law\n     of any jurisdiction, or ordering the dissolution, winding-up or liquidation\n     of such Affected Party and any such order or petition is not dismissed or\n     stayed within 60days after the earlier of the entering of any such order or\n     the approval of any such petition.\n\n     (b)  Termination by MCG. MCG with twelve months prior written notice may\n          ------------------\nterminate this Agreement in the event of the occurrence or notice of (i) the\nsale, lease or conveyance of substantially all of VENDOR's property, assets or\nbusiness; or (ii) a conflict of interest in its role as a major provider of the\nservices under this Agreement or shall create an image problem which is\ndeleterious to MCG. \n\n     (c)  Termination for Convenience. Either party may terminate this Agreement\n          ---------------------------\nfor convenience upon providing the other party twelve months written notice\nafter the Base Term.\n\n     (d)  Survival of Rights. Neither the expiration nor the early termination\n          ------------------\nof this Agreement shall release either party from the obligation to pay any sum\nwhich may then be owing to the other party or from the obligation to perform any\nother duty or discharge any other liability incurred prior to the effective date\nof such expiration or termination.\n\n12.  TERMINATION ASSISTANCE\n\n     (a)  Transfer Obligations. Immediately upon written notice of termination,\n          --------------------\nexpiration or cancellation of this Agreement for any reason, VENDOR shall use\nits commercially reasonable efforts to transfer the Services and otherwise\ncooperate fully with MCG to transfer such Services, from VENDOR's facilities to\nMCG or to any third party maintenance or servicing provider designated by MCG in\na manner that (i) minimizes the time to complete such transfer, (ii) maintains\nthe highest quality of Services provided, and (iii) minimizes any disruption to\ncustomer requirements. Such cooperation shall include, without limitation, the\nfollowing:\n\n          (i)  At MCG's election, MCG may require VENDOR to continue to perform\n     all or any portion of the Services for a period not to exceed twelve (12)\n     months (the \"Transfer Period\") as part of the transfer of MCG's service and\n     maintenance operations out of VENDOR's facilities; provided, that in the\n                                                        --------\n     event that the automatic renewal of the term of this Agreement does not\n     occur as provided in Section 3(b), VENDOR shall provide the termination\n     assistance under this Section 12 during the remaining term of this\n     Agreement.\n\n                                      -12-\n\n\n \n          (ii)  VENDOR shall make available, at the request of MCG, all\n     appropriate employees as consultants during the Transfer Period to assist\n     MCG in transferring the Services from VENDOR to MCG or such third party.\n     VENDOR shall make available the highest skilled support personnel who have\n     performed the Services to train personnel of MCG or such third party.\n\n          (iii) VENDOR shall immediately make available to MCG a machine-\n     readable copy of all Customer Data which is in a machine-readable form and\n     which is then in VENDOR's possession or being stored by or on behalf of\n     VENDOR, together with all other copies of any Customer Data that may exist\n     in any form.\n\n          (iv)  VENDOR shall immediately upon MCG's request begin delivering to\n     MCG or such third party all Technical Documentation, and Loaned Equipment\n     then in VENDOR's possession or being stored by or on behalf of VENDOR, such\n     transfer to be made at such time, and with respect to Parts at such times\n     and in such quantities, to permit the orderly transfer of Services to MCG\n     or such third party while providing VENDOR with all such items for the time\n     and to the extent necessary for VENDOR to continue to perform the Services\n     to the extent that MCG has required VENDOR to so perform as provided in\n     Section 12(a)(i). Preparation and movement of the above mentioned property\n     to VENDOR's shipping docks shall be at VENDOR's expense; however, expenses\n     related to picking up said property from VENDOR's shipping docks and\n     charges related to shipment of the property to MCG-designated destinations\n     outside of VENDOR's facilities shall be borne by MCG.\n\n          Upon delivery of said property to VENDOR's shipping docks or MCG-\n     designated destinations outside of VENDOR's facilities, MCG assumes all\n     risk of loss, theft, damage or casualty to said property including, without\n     limitation, any such loss, theft, damage or casualty occurring during any\n     subsequent transfer of such Loaned Equipment to other locations and shall\n     indemnify and hold VENDOR harmless from and against any such loss, theft,\n     damage or casualty.\n\n          (v)   VENDOR shall exercise its commercially reasonable efforts to\n     cooperate and assist MCG in obtaining the use of any non-proprietary,\n     commercially available software that VENDOR itself used in connection with\n     the Technical Documentation while it was performing under this Agreement.\n\n     (b)  Compensation and Reimbursement. VENDOR shall be reimbursed for its\n          ------------------------------\nTransfer Obligations under its normal schedule of fees, except that the\nprovision of all consultants as set forth in above Section 12(a)(ii) shall be\nreimbursed at VENDOR's \"direct cost\" if the termination is due to the exercise\nby MCG of its termination rights based upon Section 11(a), above. Such \"direct\ncost\" shall consist of VENDOR's direct cost for each employee's salary, the\nemployee's standard personnel benefits program, and the employee's standard\nincentive package; said incentive package, if any, not to exceed 20% of gross\nsalary.\n\n     (c)  VENDOR and MCG agree that being able to provide and maintain the\nservice and support as set forth in this Agreement is critical to MCG's goodwill\nwith its customers. The parties acknowledge that unless VENDOR performs its\nobligations under Section 12, MCG will\n\n                                      -13-\n\n\n \nsuffer irreparable injury and VENDOR therefore agrees that MCG should be\nentitled to specific performance from VENDOR as to such obligations as defined\nin a Statement of Work if so determined.\n\n     (d)  The Transfer Obligations. If the termination of this Agreement is due\n          ------------------------\nto the exercise by VENDOR of its termination rights based upon (1) the\nnonpayment by MCG of invoices for services when due or (2) MCG's refusal to pay\nVENDOR for VENDOR's performance of its obligations as required under this\nAgreement, and MCG is not in material breach of this Agreement such that the\nbreach would render VENDOR incapable of performing its obligations, then VENDOR\nmay as a precondition to performing such Transfer Obligations require MCG to pay\nthe amounts allegedly owed to VENDOR into an interest-bearing escrow account\npending resolution of the dispute. Upon resolution, such amounts which are\nplaced in escrow shall be distributed in accordance with the terms of settlement\nbetween the parties or court decision.\n\n13.  USE OF MOTOROLA NAME AND MOTOROLA TRADEMARK\n\n     (a)  VENDOR acknowledges that (1) Motorola, Inc. owns all right, title and\ninterest in the Motorola name and logotype, (2) that Motorola is the owner of\ncertain trademarks and trade names used in connection with certain product lines\nand software, and (3) that VENDOR will acquire no interest in any such\ntrademarks or trade names by virtue of this Agreement, its activities under it\nor its affiliation with Motorola. During the term of this Agreement VENDOR may\nindicate to the trade and to the public that it is an authorized maintenance\nprovider for the Eligible Products, but it will not adopt or use such\ntrademarks, trade names or Motorola's company name nor (to the extent it may\nhave any power to prevent such use) allow such marks or names to be used by\nothers for any other purpose. At the expiration or termination of this\nAgreement, VENDOR shall immediately discontinue any and all use of the Motorola\nname and any other name (or combination of words, designs, trademarks or trade\nnames) that would indicate that VENDOR was or is in any way an agent or\ncontractor of Motorola.\n\n     (b)  MCG acknowledges that (1) VENDOR owns all right, title and interest in\nthe VENDOR name and logotype, (2) that VENDOR is the owner of certain trademarks\nand trade names used in connection with certain product lines and software, and\n(3) that MCG will acquire no interest in any such trademarks or trade names by\nvirtue of this Agreement, its activities under it or its affiliation with\nVENDOR. During the term of this Agreement MCG may indicate to the trade and to\nthe public that VENDOR is an authorized maintenance provider for the Eligible\nProducts. But it will not adopt or use such trademarks, trade names or VENDOR's\ncompany name nor (to the extent it may have any power to prevent such use) allow\nsuch marks or names to be used by others. At the expiration or termination of\nthis Agreement, MCG shall immediately discontinue any and all use of the VENDOR\nname and any other name (or combination of words, designs, trademarks or trade\nnames) that would indicate that MCG is providing services to customers through\nVENDOR.\n\n14.  COMPLIANCE WITH EXPORT CONTROLS\n\n     VENDOR agrees that it will not in any form export, reexport, resell, ship\nor divert or cause to be exported, reexported, resold, shipped or diverted\ndirectly or indirectly any product,\n\n                                      -14-\n\n\n \nparts, software, documentation, technical data or a direct product thereof to\nany country for which the U.S. Government, any agency thereof, or any other\nsovereign government, requires an export license or other governmental approval\nwithout first obtaining such license or approval.\n\n15.  PROHIBITION AGAINST GIFTS OR PAYMENTS\n\n     No official, employee or agent of any government, governmental agency or\npolitical party shall be given any benefit, share in this Agreement, or receive\nany item of value --- directly or indirectly --- related to this Agreement. MCG\nand VENDOR warrant that:\n\n     (a)  they have not and will not pay, donate, give, offer or promise\nanything of value to any such person or entity on behalf of VENDOR or MCG in\nconnection with this Agreement;\n\n     (b)  they are familiar with the terms of the United States Foreign Corrupt\nPractices Act (15 United States Code Section 78dd-1 and -2) and with all laws\nand regulations of the United States including (without limitation) those\nregarding corrupt payments; and\n\n     (c)  they are familiar with the general principles and spirit of the\nMotorola Code of Conduct Policy attached hereto as Exhibit B.\n\n16.  EQUAL EMPLOYMENT OPPORTUNITY AND AFFIRMATIVE ACTION\n\n     VENDOR agrees to comply with the EEO provisions set forth in Schedule 16,\nattached hereto.\n\n17.  GOVERNMENT SUBCONTRACT\n\n     IF ANY CUSTOMER CONTRACT COVERED BY THIS AGREEMENT INDICATES THAT IT IS\nSUBJECT TO A PRIME CONTRACT WITH FEDERAL, STATE AND LOCAL GOVERNMENT AGENCY, OR\nA HIGHER TIER SUBCONTRACT WITH A U.S. GOVERNMENT PRIME CONTRACTOR OR\nSUBCONTRACTOR, THEN VENDOR AGREES TO COMPLY WITH ALL TERMS AND CONDITIONS OF THE\nGOVERNMENT CONTRACT WHICH APPEAR ON EXHIBIT C ATTACHED HERETO AND MADE A PART\nHEREOF, AND ANY OTHER PERTINENT LAWS, DIRECTIVES AND EXECUTIVE ORDERS TO THE\nEXTENT THAT THEY APPLY TO THE SUBJECT MATTER OF THE ORDER.\n\n18.  DISASTER RECOVERY\n\n     VENDOR shall provide certain backup procedures as set forth in the\nStatement of Work to continued operation in the event of certain catastrophic\nevents. VENDOR shall use its commercially reasonable efforts at its own cost to\nregenerate MCG's Customer Data and to bring back on-line in the event of such a\ndisaster. In the event that part of VENDOR's facilities are operable, VENDOR\nshould provide for MCG's service and maintenance operations in no less favorable\nposition than that given to VENDOR's other customers.\n\n                                      -15-\n\n\n \n19.  INSURANCE.\n\n     VENDOR shall at its sole cost and expense maintain at all times during the\nterm of this Agreement policies of at least the following insurance coverage and\namounts:\n\n     (a)  Worker's Compensation and Employers Liability Insurance for its\nemployees who perform services for MCG. Worker's Compensation shall be as\nrequired by statute and Employer's Liability shall be no less than $1,000,000.\nVENDOR agrees to waive its right of subrogation against Motorola in connection\nsaid Worker's Compensation and Employers Liability Insurance. Motorola agrees to\nwaive its right of subrogation against VENDOR in connection with its own\nWorker's Compensation and Employer's Liability Insurance.\n\n     (b)  Comprehensive General Liability insurance, including broad form\n     contractual liability and products and completed operations coverage. The\n     limits shall be no less than $5,000,000 each for bodily injury and\/or\n     property damage and $10,000,000 for the aggregate. Motorola shall be named\n     as additional insured under such coverage.\n\n     (c)  Automobile Liability insurance covering bodily injury and property\n     damage liability arising out of the use by or on behalf of VENDOR and its\n     employees. The limits shall be no less than $5,000,000 and Motorola shall\n     be named as additional insured.\n\n     (d)  Errors and Omissions insurance covering the VENDOR for loss or damage\n     arising out of negligent acts or errors or omissions which arise from\n     providing Designated Services under this Agreement with limits of no less\n     than $5,000,000 per occurrence.\n\n     (e)  Umbrella or excess coverage, including professional liability, in the\n     amount of $5,000,000 with MCG named as additional insured.\n\n     (f)  Fidelity insurance which covers VENDOR's employees. The limits shall\n     be at least $1,000,000.\n\n     (g)  Fire insurance in an amount to cover the repair or replacement of\n     MCG's property provided to VENDOR's care. Business Interruption Insurance\n     sufficient to continue operations for six (6) months. Motorola shall be\n     named as loss payee under these policies.\n\n     (h)  Special Provisions.\n\n          (i)  VENDOR shall deliver to MCG a certificate(s) of insurance stating\n     that the foregoing insurance policies are in full force and effect and\n     shall name MCG, MCG, their directors and officers, representatives and\n     employees as additional insured and\/or loss payee, with the exception of\n     workers compensation coverage with the foregoing insurance above, as their\n     interests may appear.\n\n          (ii) Policies shall be placed with a company rated not less than A\/VII\n          in the A.M. Best Company Rating Guide. VENDOR shall require each\n          insurer to give MCG thirty (30) days written notice before the policy\n          or policies are canceled or materially altered.\n\n                                      -16-\n\n\n \n          (iii)  Insurance shall include cross liability, severability of\n          interests endorsement.\n\n          (iv)   Insurance shall stipulate that the VENDOR's insurance is\n          primary insurance.\n\n          (v)    In the event that MCG agrees to a \"claims-made\" policy pursuant\n          to the provision of the required insurance listed above, such claims-\n          made policy must be maintained by VENDOR for at least five (5) years\n          after completion of work unless this obligation is waived in writing\n          in whole or in part by MCG.\n\n          (vi)   The foregoing requirements as to the types and limits of\n          insurance coverage to be maintained by VENDOR, and any approval or\n          waiver of said insurance by MCG is not intended to and shall not in\n          any manner limit or qualify the liabilities and obligations otherwise\n          assumed by VENDOR pursuant to this Agreement, including but not\n          limited to the provisions concerning the indemnification provision.\n\n          (vii)  At MCG's sole option, some insurance requirements contained in\n          this Section 19 may be fulfilled by a self-insurance program of\n          VENDOR. In the event that VENDOR is self-insured, this shall not in\n          any way limit the liabilities assumed by VENDOR under this Agreement.\n\n          (viii) Should any of the work under this Agreement be subcontracted,\n          VENDOR shall either require each of its subcontractors to provide the\n          aforementioned coverage, or VENDOR may insure subcontractor(s) under\n          its own policy(ies). Irrespective of the option so selected by VENDOR,\n          VENDOR shall retain the sole obligations to comply with the insurance\n          policy requirements. Any subcontracting must be approved in writing by\n          MCG.\n\n          (ix)   The procurement and maintenance of insurance specified in this\n          Section 19 shall not limit or affect any liability which VENDOR might\n          have by virtue of this Agreement or otherwise.\n\n20.  LIMITATION OF LIABILITY\n\n     (a)  Each party's liability for actual damages from any cause whatsoever,\nexcept as otherwise stated in this section, will be limited to $2,000,000 in\naggregate per year. This limitation will apply, regardless of the form of\naction, whether in contract or tort, including negligence.\n\n     (b)  IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY LOST PROFITS, LOST\nSAVINGS, INCIDENTAL DAMAGES, OR CONSEQUENTIAL DAMAGES THAT MAY RESULT FROM THIS\nAGREEMENT, EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH\nDAMAGES.\n\n     (c)  The foregoing limitations of Section 20(a) will not apply to claims by\neither party for bodily injury or damage to real property or tangible personal\nproperty for which the other party is legally\n\n                                      -17-\n\n\n \nliable. The foregoing limitations also shall not limit any of MCG's rights to\nrecover fully against matters for which VENDOR has insurance coverage as set\nforth in Section 19.\n\n21.  GENERAL PROVISIONS\n\n     (a)  Independent Contractor. At all times in its performance of the\n          ----------------------\nServices under this Agreement, VENDOR will be acting solely as an independent\ncontractor and MCG shall exercise no control, other than as specified herein,\nover the activities or operations of VENDOR. The parties understand and agree\nthat MCG is in no way associated with or otherwise connected with the\nperformance of this Agreement by VENDOR, nor the employment by VENDOR of labor\nor the incurring by VENDOR of expenses in connection herewith (except as\notherwise expressly provided for herein).\n\n     (b)  Force Majeure. Neither party shall be liable for delays caused by\n          -------------\nrevolution, insurrection, riot, war, act of the public enemy, national\nemergency, strike, flood, fire, act of God, or by any other cause, whether\nsimilar or dissimilar, not within the control of the party.\n\n     (c)  No Implied Licenses. Except as otherwise stated herein, no licenses\n          -------------------\nare implied or granted by this Agreement under any patents or other industrial\nproperty rights owned or controlled by or licensed to MCG, in particular, VENDOR\nacknowledges that no rights to manufacture the Eligible Products are granted by\nthis Agreement.\n\n     (d)  Assignment. Neither party shall, directly or indirectly, sell,\n          ----------\ntransfer or assign its rights or delegate performance of any of its obligations\nunder this Agreement to a third party, without the prior written consent of the\nother party (which consent shall not be unreasonably withheld), except that\neither party may make such an assignment in connection with a merger, sale or\ntransfer of all or substantially all of its assets, provided that such party\nshall notify the other party of such assignment as soon as permitted under\ncontract and law. Subject to the foregoing, this Agreement shall be binding upon\nand inure to the benefit of the parties and their legal representatives,\nsuccessors and assigns.\n\n     (e)  Entire Agreement; No Third Party Beneficiaries. This Agreement\n          ----------------------------------------------\nconstitutes the entire understanding between the parties in respect of the\nmatters set forth herein. Nothing in this Agreement or in any schedule or\nexhibit referenced herein is intended to confer on any person or entity, other\nthan the parties hereto, any rights, benefits or remedies under or by reason of\nthis Agreement. Notwithstanding the foregoing, this subsection 21(e) shall not\napply to subsection 12(c) above.\n\n     (f)  Notice. Any notices, consents, objections, demands, requests or other\n          ------\ncommunications required or permitted to be given pursuant to this Agreement\nshall be in writing, and shall be sent by certified mail, return receipt\nrequested, to the addresses of the parties set forth in the heading to this\nAgreement. Either party may designate, by notice, a change of address hereunder.\nNotices shall be deemed to have been given when deposited in the United States\nmail.\n\n     (g)  Choice of Law and Dispute Resolution. This Agreement shall be governed\n          ------------------------------------\nand interpreted by the laws of the State of Arizona (excluding its conflict of\nlaws principles and\n\n                                     -18-\n\n\n \nexcluding that law known as the United Nations Convention for the International\nSale of Goods). The parties agree to attempt to settle any claim or controversy\narising out of this Agreement through consultation and negotiation in the spirit\nof mutual friendship and cooperation. If such attempts fail, the dispute shall\nfirst be submitted to a mutually-acceptable neutral advisor for non-binding\nmediation, fact-finding or other form of non-binding alternative dispute\nresolution (ADR) selected by the parties. Neither party may unreasonably\nwithhold acceptance of such an advisor, and his or her selection must be made\nwithin 45 days after written notice by the party demanding the use of ADR. The\ncost of such mediation or other ADR procedure shall be shared equally by the\nparties. Any dispute which cannot be resolved between the parties within six\nmonths of the date of the initial demand shall be finally determined by the\ncourts within Arizona. The use of an ADR procedure under this subsection shall\nnot be construed (under such doctrines as laches, waiver or estoppel) to have\naffected adversely either party's ability to pursue its legal remedies. And\nnothing in this subsection shall prevent either party from resorting to judicial\nproceedings if (1) good faith efforts to resolve a dispute under these\nprocedures have been unsuccessful or (2) interim resort to a court is necessary\nto prevent serious and irreparable injury to either party or to others. In such\nproceedings, the prevailing party shall be entitled to reasonable attorney's\nfees and costs.\n\n     (h)  Headings. The headings of this Agreement are for convenience only and\n          --------\nare in no way intended to affect the meaning or interpretation of any provision\nof this Agreement.\n\n     (i)  Waivers, Amendments and Modifications. No provisions of this Agreement\n          -------------------------------------\nor any Schedule or Exhibit attached hereto shall be deemed waived, amended or\nmodified by either party unless such waiver, amendment or modification is in\nwriting and signed by both parties hereto.\n\n     (j)  Hazardous Substances and Materials. MCG does not require in any way\n          ----------------------------------\nthat VENDOR use any \"hazardous substances\" as defined in 29 CFR 1910.1200.\nVENDOR shall indemnify and hold MCG harmless for any such use on its own.\n\n     (k)  Counterparts. This Agreement may be executed by both MCG and VENDOR\n          ------------\nwith original signatures on one or more documents. Duplicate original documents\nor copies of this document shall be deemed to have the same force and effect as\na signed original document. VENDOR agrees that it will take all actions required\nby law in order to ensure that all workers assigned to perform services under\nthis Agreement are authorized to engage in such employment in accordance with\nthe Immigration Reform and Control Act of 1986. VENDOR further agrees that, upon\nrequest by MCG, it shall provide MCG with a copy of the Form I-9 completed for\nany of its employees assigned to perform services.\n\n                                     -19-\n\n\n \n     IN WITNESS WHEREOF, the parties hereto have executed this Agreement\neffective as of the date first-above written.\n\nMCG                                     VENDOR\n---                                     ------\n\nMOTOROLA, INC. COMPUTER GROUP           LINUXCARE, INC.\n\nBy: \/s\/ Christine M. Aumann             By: \/s\/ Thomas W. Phillips    \nName: Christine M. Aumann               Name: Thomas W. Phillips \n      -------------------                     ------------------\nTitle: V.P. Customer Services           Title: V.P. Sales\n       ----------------------                  ----------\nDate: 12\/13\/99                          Date: 12\/13\/99\n      --------                                --------\n\n                                     -20-\n\n\n \n     IN WITNESS WHEREOF, the parties hereto have executed this Agreement\neffective as of the date first-above written.\n\nMCG:                                    VENDOR:\n---                                     ------\n\nMOTOROLA, INC. COMPUTER GROUP           LINUXCARE, INC.\n\nBy: ________________________________    By: \/s\/ Thomas W. Phillips    \nName: ______________________________    Name: Thomas W. Phillips \n                                              -----------------\nTitle: _____________________________    Title: V.P. Sales\n                                               ----------\nDate: ______________________________    Date: 12\/13\/99\n                                              --------\n\n                                     -20-\n\n\n \n                                   Exhibit A\n\n                               STATEMENT OF WORK\n\n\n\n                              Exhibit A - Page 1\n\n\n \n                                   Exhibit B\n\n                           MOTOROLA CODE OF CONDUCT\n\n                         (AS AMENDED AUGUST 27, 1993)\n\nPOLICY\n------\n\n     Since its inception, the keystone of Motorola's business success has been\nintegrity with respect to its dealing with customers, suppliers and governments.\nThe highest order of ethical conduct has and continues to be the very foundation\nof our enterprise. These qualities have been instilled and transmitted\nthroughout the Company.\n\n     The following statement of business philosophy and objectives applies to\nall components of our Company. It is intended to be read and applied as part of\nand supplementary to our already widely disseminated statements on the subject\nof business ethics and standards of conduct set forth in our For Which We Stand\ndocument.\n\n     This Code of Conduct provides firm, uncompromising standards for each of us\nin our dealings with agents, customers, suppliers, political entities and\nothers. The Code reemphasizes and provides further guidance regarding policies\nwhich have been an integral part of Motorola's business philosophy from the\nbeginning.\n\n     Adherence to this Code is the responsibility of each employee of Motorola\nand a condition of continued employment. It will be administered uniformly\nthroughout the company and independent of the practices of other companies.\nAdherence to the Code will continue to be the subject of management attention,\nperiodic audits of our Internal Audit Department and review by the Business\nEthics Compliance Committee.\n\n     The terms \"Motorola\" and \"Company\" as used in this Code of Conduct include\nMotorola, Inc. and all of its affiliated companies.\n\nA.   IMPROPER USE OF COMPANY FUNDS AND ASSETS\n     ----------------------------------------\n\n     Section 1.  The funds and assets of Motorola shall not be used, directly or\nindirectly, for illegal payments of any kind.\n\nExample: The payment of a bribe to a public official or the kickback of funds to\n-------\nan employee of a customer would be in direct violation of this section of the\nCode.\n\n                              Exhibit B - Page 1\n\n\n \n     Section 2.  The funds and assets of Motorola shall not be used, directly or\nindirectly, for payments, gifts or gratuities of any kind, whether legal or\nillegal, which directly or indirectly inure to the personal benefit of any agent\nor employee of any entity with which Motorola does business, with the following\nexception:\n\n     (a)  Unless prohibited by the policy of the Customer, Motorola may give as\nsocial amenities to customer and employees of non-government customers normal\nsales promotional items bearing the Company's name or items of insignificant\nvalue such as flowers and candy.\n\n     Under no circumstances may the payment of a gratuity or fee (or gift of any\nkind) be made to a government employee whether in recognition of efficient\nservice or otherwise.\n\n     Section 3.  The funds and assets of Motorola shall not be used, directly or\nindirectly, for political contributions, whether legal or illegal. The term\n\"political contributions\" is used in its broadest sense and includes local,\nstate or national fund-raising dinners, banquets, raffles or any funds or gifts\n(including the free or discounted use of property or services) which could be\nrouted, directly or indirectly, to a political candidate, party, committee or\norganization.\n\n     Example: The foregoing prohibition of political contributions would be\n     -------\nviolated if a manager directed any employees to work for a political candidate\nor party or used company funds to reimburse employees for political\ncontributions made with their private funds.\n\n     This section is not intended to limit or otherwise restrict: (1) the\npersonal political activities of Motorola employees, or (2) the right of\nMotorola employees to make personal contributions to any Motorola political\naction committee.\n\n     Section 4.  Motorola shall not enter into any agreements with dealers,\ndistributors, agents or consultants:\n\n          (a)  which are not in compliance with the applicable laws of the\nUnited States and with the laws of any other country that may be involved; or\n\n          (b)  which provide for a commission rate or fee that is not reasonable\nand commensurate with the functions or services to be rendered.\n\n     Example: It would be a violation of this section of the Code to provide a\n     -------\nsales agent with a commission on sales of Motorola products which the Motorola\nemployee knows is intended to be used in part as a kickback to employees of the\ncustomer. (See the relevant Corporate Financial Practice for further guidance\nregarding these matters.)\n\n     Section 5.  The funds and assets of Motorola must be properly and\naccurately recorded on the books and records of the Company in accordance with\ngenerally accepted accounting principles and practices and no false or\nartificial entries shall be made in the books, records or accounts of the\nCompany. No payment made on behalf of Motorola shall be approved or made with\nthe intention or understanding that any part of such payment is to be used for\nany purpose other than that described by the documents supporting the payment.\n\n                              Exhibit B - Page 2\n\n\n \n     Example:  It would be a violation of this section of the Code of Conduct to\n     -------\npurposefully issue an invoice or other document which inaccurately reflects a\ntransaction.\n\nB.   CUSTOMER\/SUPPLIER\/GOVERNMENT RELATIONSHIPS\n     ------------------------------------------\n\n     Section 1.  Information disclosed by a customer to a Motorola employee and\nclearly identified verbally or in writing as sensitive, private or confidential\nshall be protected from disclosure to unauthorized persons inside and outside\nthe Company to the same extent as Motorola sensitive, private or confidential\ninformation is protected, except where such information was already known to\nMotorola, is available from other sources, or is generally known outside the\nMotorola or customer organizations.\n\n     Example (a):  A customer makes Motorola aware of a confidential project for\n     -----------\nwhich he is contemplating use of Motorola products. He asks Motorola to hold the\ndiscussion in confidence. His request will be honored. The information will not\nbe disclosed within the Company to persons without a reasonable need to know in\norder to serve the best interests of that customer. Nor will the information be\ndisclosed to any persons outside the Company except where required to comply\nwith a law or regulation.\n\n     Example (b):  Motorola's price and delivery quotation to a customer will\n     -----------\nnot be disclosed to Motorolans without a need to know and never outside the\nCompany unless the information has been released by the customer or supplier or\nis required to be released by law or regulation.\n\n     Section 2.  Employees of Motorola will respect the laws, customs and\ntraditions of each country in which they operate, but will, at the same time,\nengage in no act or course of conduct which, even if legal, customary and\naccepted in any such country, could be deemed to be in violation of the accepted\nbusiness ethics of Motorola or the laws of the United States relating to\nbusiness ethics.\n\n     Section 3.  Employees of Motorola shall not accept payments or gifts (other\nthan advertising novelties or other items of nominal value), including any\nfavors which might be regarded as placing the employee under some obligation to\na third party dealing or desiring to deal with Motorola, provided, however, in\nrare circumstances, where the refusal to accept a gift (other than gifts of\nnominal value referred to above) may be impossible without injuring the\nlegitimate business interests of Motorola, such gifts may be accepted so long as\nthe gift inures to the benefit of Motorola and will not inure to the benefit of\nthe Motorola employee.\n\n     Example (a):  Included within the scope of this prohibition is the\n     -----------\nacceptance by Motorolans of presents from suppliers at Christmas as well as the\nacceptance by Motorolans of money, property or services (e.g., free trips) from\nbusiness associates.\n\n     Example (b):  A Motorolan traveling on Motorola business may accept the\n     -----------\ncourtesy of free lodging in a Customer facility so long as properly noted on\nMotorolan's travel expense records.\n\n     Example (c):  Suppliers win Motorola business on the basis of product or\n     -----------\nservice suitability, price, delivery and quality. There is no other basis.\n                                                  -----------------------\nAttempts to influence procurement decisions by offers of any compensation,\ncommission, kickback, paid vacation, special discount on\n\n                              Exhibit B - Page 3\n\n\n \na product or service, entertainment or any form of gift or gratuity must be\nfirmly rejected by all Motorolans.\n\n     Section 4.  Motorola may, unless otherwise prohibited, pay the\ntransportation and lodging expenses incurred by customers, agents or suppliers,\nprospective or otherwise, in connection with a visit to a Motorola facility or\nproduct installation for any reasonable business purpose, including on-site\nexamination of equipment, the participation in a training session or contract\nnegotiations with Motorola, but (except for ground transportation provided by an\naccompanying Motorolan) only in such cases where prior to any such visit:\n\n          (i)    the written approval for the payment of such expenses has been\nobtained from both the Office of the Division General Manager and the General\nCounsel, and whenever practicable, the senior management of the traveler has\nbeen informed of the payment of such expenses by Motorola, or\n\n          (ii)   Motorola is obligated by contract to pay such expenses and the\nobligation is specifically delineated.\n\n     All such expenses must be accounted for in accordance with standard travel\nprocedures. General accounts such as sales promotion, should not be charged for\n                                                             ---\ntravel expenses. Payment of such expenses by Motorola may only be made if they\nare not otherwise prohibited. For example, payment of such expenses by Motorola\ncould be prohibited in a particular situation by applicable law or regulation,\nby a contract, or by the policy of the customer, agent or supplier.\n\n     Section 5.  Motorola will not employ any individuals known to be related,\nby blood, marriage or adoption (except relations more remote than first cousin),\nto any person having influence over the purchasing decisions of any private or\npublic entity to which Motorola sells any of its products unless such employment\nis first disclosed to and approved in writing by (1) the senior management of\nsuch private or public entity; and (2) the general manager of the Motorola\nGroup\/Division involved.\n\nC.   CONFLICT OF INTEREST\n\n     Section 1.  Secondary Employment\n                 --------------------\n\n     (a)  A Motorola employee shall not:\n\n          (i)    be employed by any other firm or person, including self-\n                                                          ---------------\nemployment, if such firm or person is a competitor or supplier of Motorola, or\n----------\n\n          (ii)   be employed by any other firm or person, excluding self-\n                                                          ---------------\nemployment, if such firm or person is a customer of Motorola, or\n----------\n\n          (iii)  engage in any activity where the skill and knowledge the\nemployee develops or applies in the employee's Motorola position is transferred\nor applied to such activity in derogation of the present or prospective business\ninterests of Motorola.\n\n                              Exhibit B - Page 4\n\n\n \n     (b)  A Motorola employee shall not have any relationship with any other\nbusiness enterprise which might affect the employee's independence of judgment\nin transactions between Motorola and the other business enterprise or otherwise\nconflicts with the proper performance of the employee's duties at Motorola.\n\n     (c)  A Motorola employee may not accept any appointment to membership of\nthe Board of Directors, standing committee, or similar body of any outside\ncompany, organization, or government agency (other than charitable, educational,\nfraternal, political, community or religious organizations or similar groups)\nwithout first receiving the prior approval of Motorola's Chief Executive\nOfficer, whether or not a possible conflict of interest might result from the\nacceptance of any such appointment.\n\n     Section 2.  Personal Financial Interest\n                 ---------------------------\n\n     (a)  Supplier-Customer Relationships. A Motorola employee may not have any\n          -------------------------------\ninterest in any supplier or customer of Motorola which interest could in any\nrespect compromise the employee's loyalty to Motorola.\n\n     (b)  Competitor Relationships. A Motorola employee may not have any\n          ------------------------\ninterest in another enterprise which might appear to adversely affect the\nemployee's judgment regarding the employee's job or loyalty to Motorola. The\nproper application of criteria concerning the effect of a specific interest on\nan employee's judgment and loyalty will vary somewhat with the circumstances of\neach employee, but generally, the greater the job responsibility of the employee\nwithin Motorola, the higher the employee's duties are in these regards. Careful\nconsideration must be given by all employees to investments in enterprises\nsimilar to Motorola. For instance, investments in companies primarily engaged in\nsemiconductor manufacturing and major competitors in wireless communications\nequipment manufacture should be avoided. Other limitations may arise from\ninvestments in companies whose business is similar to the Motorola employee's\ngroup or sector organization and even more so regarding investments which are\nsimilar to the employee's day-to-day responsibilities.\n\n     In case of a remote or relatively minor business similarity which does not\nadversely affect one's judgment or loyalty, an employee may find that there is\nno conflict in owning interests:\n\n          (i)  in a company, the shares of stock of which are publicly held and\ntraded on a national securities exchange or automated quotation system; and\n\n          (ii) where the amount of stock owned by the employee is (a) less than\none one-hundredth of one percent of the class outstanding, and (b) less than 5%\nof the employee's net worth.\n\n     (c) Interest of Associates. The interest of a Motorola employee's associate\n         ----------------------\nin a supplier, customer or competitor of Motorola may create a conflict-of-\ninterest depending upon the facts and circumstances of the particular case.\n\n     \"Associate\" for purposes of this policy statement shall mean:\n\n                              Exhibit B - Page 5\n\n\n \n          (i)   any relative of a Motorola employee, any person living in the\nemployee's household or to whom the employee furnishes support or any person\nhaving a personal relationship, similar to the above, with a Motorola employee;\n\n          (ii)  any business in which the employee has a financial interest, any\ncreditor or debtor of the Motorola employee, or any other person benefits to\nwhom could reasonably be expected to relieve the Motorola employee of some\nobligation or obtain for the employee some personal advantage or gain; or\n\n          (iii) any trust or estate administered by such persons or in which\nthey may have a financial interest as a beneficiary.\n\n     (d)  Business Involvement with Associates. A Motorola employee may not\n          -------------------------------------\ncause or Motorola to do business with any business in which the employee or an\nassociate is interested. If an instance occurs where it is important to\nMotorola's advantage to enter into such a transaction, the proposed situation\nshall be submitted in writing to, and receive prior written approval of\nMotorola's General Counsel before any commitment is made. Such approval will not\nbe granted unless it can be ascertained that the terms of the transaction are to\nbe determined by competitive bidding or are established by law, or are\ndetermined under other conditions which clearly establish an arm's length\nfairness of terms.\n\n     Section 3.  Inside Information\n                 ------------------\n\n     (a)  A Motorola employee may not buy or sell or recommend to others to buy\nor sell, any security or other interest in property based on knowledge derived\nfrom such person's employment. Employees should avoid transactions in the area\nof real estate which Motorola may be considering buying or selling or has\ndecided to buy or sell.\n\n     (b)  A Motorola employee may not disclose confidential Motorola information\nto any person other than in the proper discharge of the employee's Motorola\nduties.\n\nD.   OPERATING PROCEDURES\n     --------------------\n\n     Section 1.  If at any time a Motorola employee (or a subordinate or an\nassociate of a Motorola employee) has engaged, or is about to engage in any\nactivity covered by the Code of Conduct, the employee should promptly make all\nfacts known to Motorola's Corporate Vice President and General Counsel who will:\n\n     *    Give advice to employees concerning the Code of Conduct;\n\n     *    Make factual investigations where indicated;\n\n     *    Determine whether the facts give rise to a violation of the Code of\nConduct and advise the Chief Executive Office of each violation, and recommend\nthe remedial action to be taken; and\n\n     *    Consider exceptions from the Code of Conduct on a case by case basis.\n\n                              Exhibit B - Page 6\n\n\n \n     Section 2. Motorola's Corporate Vice President and General Counsel will\ncause the Code of Conduct to be circulated periodically to each officer,\ndirector and certain other employees.\n\n     Section 3. In all substantive matters relating to the administration of\nthis Code of Conduct, the Corporate Vice President and General Counsel shall\nconfer with the Business Ethics Compliance Committee.\n\n                              Exhibit B - Page 7\n\n\n \n                                   Exhibit C\n\n                   I.  U.S. GOVERNMENT TERMS AND CONDITIONS\n\n     CLAUSES FOR A NEGOTIATED FIXED PRICE, TIME AND MATERIALS, OR LABOR HOUR\nSUPPLY OR SERVICE CONTRACT.\n\n     This contract incorporates the following clauses by reference, with the\nsame force and effect as if they were given in full text. Upon request, a full\ncopy text will be made available.\n\n\n\n<caption>\nFAR             FAR                                                                CLAUSE\nCLAUSE          NUMBER            CLAUSE TITLE                                     DATE\n                                                                          \n52.202-1        252.202-0001      Definitions                                      April 1984\n                               \n52.203-1        252.203-0001      Officials Not to Benefit                         April 1984\n                               \n52.203-3        252.203-0003      Gratuities                                       April 1984\n                               \n52.203-5        252.203-0005      Covenant Against Contingent Fees                 April 1984\n                               \n52.203-6        252.203-0006      Restrictions on Subcontractor Sales to the       July 1985\n                                  Government\n                               \n52.203-7        252.203-0007      Anti-Kickback Procedures. The following          October 1988\n                                  is added to paragraph (c)(2): \"seller shall\n                                  notify Buyer when such action has been\n                                  taken.\" In the first sentence of paragraph\n                                  (c)(4) \"the contracting officer may...\" is\n                                  replaced by \"after the contracting officer\n                                  has effected an offset at the contract level\n                                  or has directed Buyer to withhold any sum\n                                  from the Seller, Buyer shall...\".\n                               \n52.210-6                          Listing of Used or Reconditioned Material,       April 1984\n                                  Residual Inventory and Former\n                                  Government Surplus Property. Seller\n                                  discloses hereunder that spare and\/or repair\n                                  parts provided under this Agreement may\n                                  include components which have been\n                                  refurbished. Such components will be\n                                  provided in \"like new\" condition and will\n                                  include warranty coverage equivalent to\n                                  new components.\n \n\n                              Exhibit C - Page 1\n\n\n \n\n\n<caption>\nFAR            FAR                                                     CLAUSE\nCLAUSE         NUMBER        CLAUSE TITLE                              DATE\n                                                              \n52.212-8                     Defense Priority and Allocation           September\n                             Requirements                                    1990\n \n52.215-1       252.215-0001  Examination of Records by Controller      April 1984\n                             General\n \n52.222-4                     Contract Work and Safety Standards Act-   March 1986\n                             Overtime Compensation\n \n52.222-24                    Pre-award On-Site Equal Opportunity       April 1984\n                             Compliance Review\n \n52.222-25                    Affirmative Action Compliance             April 1984\n \n52.222-40                    Service Contract Act of 1965, as amended  April 1984\n                             - Contracts of $2,500\n \n52.222-41 1                  Service Contract Act of 1965, As          May 1989\n                             Amended (Over $2,500)\n \n52.222-42 1                  Statement of Equivalent Rates for Hire    May 1989\n \n52.223-2       252.223-0002  Clean Air and Water (Over $100,000)       April 1984\n \n52.223-6       252.223-0006  Drug Free Workplace                       July 1990\n \n52.225-13                    Restrictions on Contracting With          May 1989\n                             Sanctioned Persons\n \n52.227-2                     Notice and Assistance Regarding Patent    April 1984\n                             and Copyright Infringement\n \n52.227-14                    Rights in Data - General                  June 1987\n \n52.228-5       252.228-0005  Insurance - Work on Government            April 1984\n                             Installation\n\n\n______________________\n\n     1 Seller represents only that it shall pay its employees performing under\nthis Agreement not less than the minimum wage specified under 6(20(1) of the\nFair Labor Standards Act of 1938, as amended (29 U.S.C. 201-206), unless wage\ndetermination(s) applicable to particular customer orders are provided to the\nSeller for review and validation of affected employees' wages and fringe\nbenefits.\n\n                              Exhibit C - Page 2\n\n\n \n\n\n<caption>\nFAR          FAR                                               CLAUSE\nCLAUSE       NUMBER        CLAUSE TITLE                        DATE\n                                                      \n52.232-23    252.232-0023  Assignment of Claims                January 1986\n \n52.232-28                  Electronic Funds Transfer Payment   April 1989\n                           Method\n \n52.243-1     252.243-0001  Changes - Fixed Price Alternate II  August 1987\n \n52.246-25    252.246-0025  Limitation of Liability - Services  April 1984\n\n52.249-1                   Termination for Convenience of the\n                           Government (Fixed-Price)(Short Forms)\n \n\n\n                    II.  STATE &amp; LOCAL TERMS AND CONDITIONS\n\nRules of the Procurement Policy Board of the City of New York dated August 1,\n1990.\n\n                              Exhibit C - Page 3\n\n\n \n                                  Schedule 16\n                                  -----------\n\n                         EQUAL EMPLOYMENT OPPORTUNITY\n\n     A)   PROVISIONS OF FEDERAL ACQUISITION REGULATION (FAR) 52.222-26(B)(1)-\n(11) PERTAINING TO EQUAL OPPORTUNITY CLAUSE;\n\n     B)   ALL PROVISIONS OF 41 C.F.R. 60-250 AS IMPLEMENTED BY FAR 25.222-35 AND\n-37 PERTAINING TO EMPLOYMENT REPORTS AND AFFIRMATIVE ACTION FOR DISABLED\nVETERANS AND VETERANS OF THE VIETNAM ERA; AND\n\n     C)   ALL PROVISIONS OF C.F.R. 60-741 AS IMPLEMENTED BY FAR 52.222-36\nPERTAINING TO AFFIRMATIVE ACTION FOR HANDICAPPED\/DISABLED WORKERS.\n\n     VENDOR REPRESENTS THAT IT HAS SUBMITTED STANDARD FORM 100 (EEO-1).\nCOMPLIANCE REPORTS AS REQUIRED BY C.F.R. 60-1.7 AS IMPLEMENTED BY FAR 52.222-22.\nVENDOR CERTIFIES THAT, IN COMPLIANCE WITH 41 C.F.R. 60-1.8 AS IMPLEMENTED BY FAR\n52.222-21, IT DOES NOT AND WILL NOT MAINTAIN OR PROVIDE FOR ITS EMPLOYEES ANY\nSEGREGATED FACILITIES AT ANY OF ITS ESTABLISHMENTS, AND THAT IT DOES NOT AND\nWILL NOT MAINTAIN OR PROVIDE FOR ITS EMPLOYEES ANY SEGREGATED FACILITIES AT ANY\nOF ITS ESTABLISHMENTS, AND THAT IT DOES NOT AND WILL NOT PERMIT ITS EMPLOYEES TO\nPERFORM THEIR SERVICES AT ANY LOCATION UNDER ITS CONTROL WHERE SEGREGATED\nFACILITIES ARE MAINTAINED. VENDOR AGREES THAT BREACH OF THIS CERTIFICATION IS A\nVIOLATION OF THE EQUAL OPPORTUNITY CLAUSE INCORPORATED HEREIN. VENDOR FURTHER\nAGREES THAT IT WILL EITHER (A) OBTAIN CERTIFICATIONS OF NONSEGREGATED FACILITIES\nFROM PROPOSED SUBCONTRACTOR FOR SPECIFIC TIME PERIODS; OR (B) OBTAIN\nCERTIFICATIONS OF NONSEGREGATED FACILITIES FROM PROPOSED SUBCONTRACTORS PRIOR TO\nAWARD OF ANY SUBCONTRACT SUBJECT TO THE EQUAL OPPORTUNITY CLAUSE, WILL RETAIN\nSUCH CERTIFICATIONS IN ITS FILES, AND FORWARD THE NOTICE SET FORTH IN FAR\n52.222-21 TO PROPOSED SUBCONTRACTORS. VENDOR AGREES TO COMPLY WITH ANY AND ALL\nSTATE AND LOCAL GOVERNMENT EQUAL EMPLOYMENT OPPORTUNITY AND AFFIRMATIVE ACTION\nLAWS, INCLUDING ANY AND ALL APPLICABLE STATUTES, RULES, REGULATIONS, ORDINANCES\nAND OTHER GUIDELINES.\n\n                                      -1-\n\n\n \n                                 Schedule 1(h)\n                                 -------------\n\n                                 SERVICE AREA\n\nThe Service Area under this Agreement shall be all major areas of the world\nincluding, but not limited to, North America, South America, Europe, Asia\nPacific and Japan.\n\n                                      -1-\n\n<\/caption><\/caption><\/caption><\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8066,8265],"corporate_contracts_industries":[9516],"corporate_contracts_types":[9613,9620],"class_list":["post-42554","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-linuxcare-inc","corporate_contracts_companies-motorola-inc","corporate_contracts_industries-telecommunications__equipment","corporate_contracts_types-operations","corporate_contracts_types-operations__services"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/42554","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=42554"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42554"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42554"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42554"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}