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default is not curable within thirty (30) days, provide a written cure plan. The defaulting Party will begin implementing
the cure plan immediately after receipt of notice by the other Party that it approves the plan. If Customer is the
defaulting Party, Motorola may stop work on the project until it approves the Customer's cure plan.

12.2. FAILURE TO CURE. If a defaulting Party fails to cure the default as provided above in Section 12.1, unless
otherwise agreed in writing, the non-defaulting Party may terminate any unfulfilled portion of this Agreement. in the
event of termination for default, the defaulting Party will promptly return to the non-defaulting Party any of its
Confidential Information. If Customer is the non-defaulting Party, terminates this Agreement as permitted by this
Section, and completes the System through a third Party, Customer may as its exclusive remedy recover from
Motorola reasonable costs incurred to complete the System to a capability not exceeding that specified in this
Agreement less the unpaid portion of the Contract Price. Customer will mitigate damages and provide Motorola with
detailed invoices substantiating the charges.

Section 13 INDEMNIFICATION

13.1. GENERAL INDEMNITY BY MOTOROLA. Moterola will indemnify and hold Customer harmless from any and all
liability, expense, judgment, suit, cause of action, or demand for personal injury, death, or direct damage to tangible
property which may accrue against Customer to the extent it is caused by the negligence of Motorola, its
subcontractors, or their employees or agents, while performing their duties under this Agreement, if Customer gives
Motorola prompt, written notice of any claim or suit. Customer will cooperate with Motorola in its defense or
settlement of the claim or suit. This section sets forth the full extent of Motorola's general indemnification of
Customer from liabilities that are in any way related to Motorola's performance under this Agreement.

13.2. GENERAL INDEMNITY BY CUSTOMER. Customer will indemnify and hold Motorola harmless from any and all
liability, expense, judgment, suit, cause of action, or demand for personal injury, death, or direct damage to tangible
property which may accrue against Motorola to the extent it is caused by the negligence of Customer, its other
contractors, or their employees or agents, while performing their duties under this Agreement, if Motorola gives
Customer prompt, written notice of any the claim or suit. Motorola will cooperate with Customer in its defense or
settlement of the claim or suit. This section sets forth the full extent of Customer's general indemnification of
Motorola from liabilities that are in any way related to Customer's performance under this Agreement.

13.3. PATENT AND COPYRIGHT INFRINGEMENT

13.3.1. Motorola will defend at its expense any suit brought against Customer to the extent itis based on a third- party
claim alleging that the Equipment manufactured by Motorola or the Motorola Software (“Motorola Product”) directly
infringes a United States patent or copyright (“Infringement Claim”). Motorola's duties to defend and indemnify are
conditioned upon: Customer promptly notifying Motorola in writing of the Infringement Claim; Motorola having sole
control of the defense of the suit and all negotiations for its settlement or compromise; and Customer providing to
Motorola cooperation and, if requested by Motorola, reasonable assistance in the defense of the Infringement Claim.
In addition to Motorola's obligation to defend, and subject to the same conditions, Motorola will pay all damages
finally awarded against Customer by a court of competent jurisdiction for an Infringement Claim or agreed to, in
writing, by Moterola in settlement of an Infringement Claim.

13.3.2. If an Infringement Claim occurs, or in Motorola's opinion is likely to occur, Motorola may at its option and
expense: (a) procure for Customer the right to continue using the Motorola Product; (b) replace or modify the
Motorola Product so that it becomes non-infringing while providing functionally equivalent performance; or (c)
accept the return of the Motorola Product and grant Customer a credit for the Motorola Product, less a reasonable
charge for depreciation. The depreciation amount will be calculated based upon generally accepted accounting
standards.

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13.3.3. Motorcia wiii have no duty to defend or indemnify for any infringement Ciaim that is based upon: (a} the
combination of the Motorola Product with any software, apparatus or device not furnished by Motorola; (b) the use of
ancillary equipment or software not furnished by Motorola and that is attached to or used in connection with the
Motorola Product; (c) Motorola Product designed or manufactured in accordance with Customer's designs,
specifications, guidelines or instructions, if the alleged infringement would not have occurred without such designs,
specifications, guidelines or instructions; (d) a modification of the Motorola Product by a party other than Motorola;
(e}) use of the Motorola Product in a manner for which the Motorela Product was not designed or that is inconsistent
with the terms of this Agreement; or (f) the failure by Customer to install an enhancement release to the Motorola
Software that is intended to correct the claimed infringement. In no event will Motorola's liability resulting from its
indemnity obligation to Customer extend in any way to royalties payable on a per use basis or the Customer's
revenues, or any royalty basis other than a reasonable royalty based upon revenue derived by Motorola from
Customer from sales or license of the infringing Motorola Product.

13.3.4. This Section 13 provides Customer's sole and exclusive remedies and Motorola's entire liability in the event of
an Infringement Claim. Customer has no right to recover and Motorola has no obligation to provide any other or
further remedies, whether under another provision of this Agreement or any other legal theory or principle, in
connection with an Infringement Claim. In addition, the rights and remedies provided in this Section 13 are subject to
and limited by the restrictions set forth in Section 14.

Section 14 LIMITATION OF LIABILITY

Except for personal injury or death, Motorola's total liability, whether for breach of contract, warranty, negligence,
strict liability in tort, indemnification, or otherwise, will be limited to the direct damages recoverable under law, but
not to exceed the price of the Equipment, Software, or services with respect to which losses or damages are
claimed. ALTHOUGH THE PARTIES ACKNOWLEDGE THE POSSIBILITY OF SUCH LOSSES OR DAMAGES, THEY AGREE
THAT MOTOROLA WILL NOT BE LIABLE FOR ANY COMMERCIAL LOSS; INCONVENIENCE; LOSS OF USE, TIME, DATA,
GOOD WILL, REVENUES, PROFITS OR SAVINGS; OR OTHER SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL
DAMAGES IN ANY WAY RELATED TO OR ARISING FROM THIS AGREEMENT, THE SALE OR USE OF THE EQUIPMENT
OR SOFTWARE, OR THE PERFORMANCE OF SERVICES BY MOTOROLA PURSUANT TO THIS AGREEMENT. This
limitation of liability provision survives the expiration or termination of the Agreement and applies notwithstanding
any contrary provision. No action for contract breach or otherwise relating to the transactions contemplated by this
Agreement may be breught more than one (1) year after the accrual of the cause of action, except for money due
upon an open account.

Section 15 CONFIDENTIALITY AND PROPRIETARY RIGHTS
15.1. CONFIDENTIAL INFORMATION

15.1.1. Each party is a disclosing party (“Discloser”) and a receiving party (“Recipient”) under this agreement. During
the term of this Agreement and for a period of three (3) years from the expiration or termination of this agreement,
Recipient will (i) not disclose Confidential Information to any third party; (ii) restrict disclosure of Confidential
Information to only those employees (including, but not limited to, employees of any wholly owned subsidiary, a
parent company, any other wholly owned subsidiaries of the same parent company), agents or consultants who must
be directly involved with the Confidential Information for the purpose and who are bound by confidentiality terms
substantially similar to those in this agreement; (iii) not copy, reproduce, reverse engineer, de-compile or
disassemble any Confidential Information; (iv) use the same degree of care as for its own information of like
importance, but at least use reasonable care, in safeguarding against disclosure of Confidential Information; {v)
promptly notify Discloser upon discovery of any unauthorized use or disclosure of the Confidential Information and
take reasonable steps to regain possession of the Confidential Information and prevent further unauthorized actions
or other breach of this agreement; and {vi) only use the Confidential Information as needed to fulfill this agreement.

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15.1.2. Recipient is not obligated to maintain as confidential, Confidential Information that Recipient can demonstrate
by documentation (i) is now available or becomes available to the public without breach of this agreement, (ii) is
explicitly approved for release by written authorization of Disclose; (iii) is lawfully obtained from a third party or
parties without a duty of confidentiality; (iv) is known to the Recipient prior to such disclosure; or (v) is independently
developed by Recipient without the use of any of Discloser's Confidential Information or any breach of this
agreement.

15.1.3. All Confidential Information remains the property of the discloser and will not be copied or reproduced without
the express written permission of the Discloser, except for copies that are absolutely necessary in order to fulfill this
Agreement. Within ten (10) days of receipt of Discloser's written request, Recipient will return all Confidential
Information to Discloser along with all copies and portions thereof, or certify in writing that all such Confidential
Information has been destroyed. However, Recipient may retain one {1) archival copy of the Confidential Information
that it may use only in case of a dispute concerning this Agreement. No license, express or implied, in the
Confidential Information is granted other than to use the Confidential Information in the manner and to the extent
authorized by this Agreement. The Discloser warrants that it is authorized to disclose any Confidential Information it
discloses pursuant te this Agreement.

15.2. PRESERVATION OF MOTOROLA'S PROPRIETARY RIGHTS. Motorola, the third party manufacturer of any
Equipment, and the copyright owner of any Non-Motorola Software own and retain all of their respective Proprietary
Rights in the Equipment and Software, and nothing in this Agreement is intended to restrict their Proprietary Rights.
All intellectual property developed, originated, or prepared by Motorola in connection with providing to Customer the
Equipment, Software, or related services remain vested exclusively in Motorola, and this Agreement does not grant
to Customer any shared development rights of intellectual property. Except as explicitly provided in the Software
License Agreement, Motorola does not grant to Customer, either directly or by implication, estoppel, or otherwise,
any right, title or interest in Motorola's Proprietary Rights. Customer will not modify, disassemble, peel components,
decompile, otherwise reverse engineer or attempt to reverse engineer, derive source code or create derivative
works from, adapt, translate, merge with other software, reproduce, distribute, sublicense, sell or export the
Software, or permit or encourage any third party to do so. The preceding sentence does not apply to Open Source
Software which is governed by the standard license of the copyright owner.

Section 16 GENERAL

16.1. TAXES. The Contract Price does not include any excise, sales, lease, use, property, or other taxes, assessments
or duties, all of which will be paid by Customer except as exempt by law. If Motorola is required to pay any of these
taxes, Motorola will send an invoice to Customer and Customer will pay to Motorola the amount of the taxes
(including any interest and penalties) within twenty (20) days after the date of the invoice. Customer will be solely
responsible for reporting the Equipment for personal property tax purposes, and Motorola will be solely responsible
for reporting taxes on its income or net worth.

16.2, ASSIGNABILITY AND SUBCONTRACTING. Except as provided herein, neither Party may assign this Agreement
or any of its rights or obligations hereunder without the prior written consent of the other Party, which consent will
not be unreasonably withheld. Any attempted assignment, delegation, or transfer without the necessary consent will
be void. Notwithstanding the foregoing, Motorola may assign this Agreement to any of its affiliates or its right to
receive payment without the prior consent of Customer. In addition, in the event Motorola separates one or more of
its businesses (each a “Separated Business”), whether by way of a sale, establishment of a joint venture, spin-off or
otherwise (each a “Separation Event”), Motorola may, without the prior written consent of the other Party and at no
additional cost to Motorcla, assign this Agreement such that it will continue to benefit the Separated Business and
its affiliates (and Motorola and its affiliates, to the extent applicable) following the Separation Event. Motorola may
subcontract any of the work, but subcontracting will not relieve Motorola of its duties under this Agreement.

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16.3 WAIVER. Failure or delay by either Party to exercise a right or power under this Agreement will not be a waiver
of the right or power. For a waiver of a right or power to be effective, it must be in a writing signed by the waiving
Party. An effective waiver of a right or power will not be construed as either a future or continuing waiver of that
same right or power, or the waiver of any other right or power.

16.4. SEVERABILITY. If a court of competent jurisdiction renders any part of this Agreement invalid or unenforceable,
that part will be severed and the remainder of this Agreement will continue in full force and effect.

16.5. INDEPENDENT CONTRACTORS. Each Party will perform its duties under this Agreement as an independent
contractor. The Parties and their personnel will not be considered to be employees or agents of the other Party.
Nothing in this Agreement will be interpreted as granting either Party the right or authority to make commitments of
any kind for the other. This Agreement will not constitute, create, or be interpreted as a joint venture, partnership or
formal business organization of any kind.

16.6. HEADINGS AND SECTION REFERENCES. The section headings in this Agreement are inserted only for
convenience and are not to be construed as part of this Agreement or as a limitation of the scope of the particular
section to which the heading refers. This Agreement will be fairly interpreted in accordance with its terms and
conditions and not for or against either Party.

16.7. ENTIRE AGREEMENT. This Agreement, including all Exhibits, constitutes the entire agreement of the Parties
regarding the subject matter of the Agreement and supersedes all previous agreements, proposals, and
understandings, whether written or oral, relating to this subject matter. This Agreement may be executed in multiple
counterparts, and shall have the same legal force and effect as if the Parties had executed it as a single document.
The Parties may sign in writing, or by electronic signature, including by email. An electronic signature, or a facsimile
copy of computer image, such as a PDF or tiff image, of a signature, shall be treated as and shall have the same
effect as an original signature. In addition, an electronic signature, a true and correct facsimile copy or computer
image of this Agreement shall be treated as and shall have the same effect as an original signed copy of this
document. This Agreement may be amended or modified only by a written instrument signed by authorized
representatives of both Parties. The preprinted terms and conditions found on any Customer purchase order,
acknowledgment or other form will not be considered an amendment or modification of this Agreement, even if a
representative of each Party signs that document.

16.8. NOTICES. Notices required under this Agreement to be given by one Party to the other must be in writing and
either personally delivered or sent to the address shown below by certified mail, return receipt requested and
postage prepaid (or by a recognized courier service, such as Federal Express, UPS, or DHL), or by facsimile with
correct answerback received, and will be effective upon receipt:

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16.9. COMPLIANCE WITH APPLICABLE LAWS. Each Party will comply with all applicable federal, state, and local
laws, regulations and rules concerning the performance of this Agreement or use of the System. Customer will obtain
and comply with all Federal Communications Commission (“FCC”) licenses and authorizations required for the
installation, operation and use of the System befere the scheduled installation of the Equipment. Although Motorola

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might assist Customer in the preparation of its FCC license applications, neither Motorola nor any of its employees is
an agent or representative of Customer in FCC or other matters.

16.10. AUTHORITY TO EXECUTE AGREEMENT. Each Party represents that it has obtained all necessary approvals,
consents and authorizations to enter into this Agreement and to perform its duties under this Agreement; the person
executing this Agreement on its behalf nas the authority to de so; upon execution and delivery of this Agreement by
the Parties, it is a valid and binding contract, enforceable in accordance with its terms; and the execution, delivery,
and performance of this Agreement does not violate any bylaw, charter, regulation, law or any other governing
authority of the Party.

16.11. ADMINISTRATOR LEVEL ACCOUNT ACCESS. Motorola will provide Customer with Administrative User
Credentials. Customer agrees to only grant Administrative User Credentials to those personnel with the training or
experience to correctly use the access. Customer is responsible for protecting Administrative User Credentials from
disclosure and maintaining Credential validity by, among other things, updating passwords when required. Customer
may be asked to provide valid Administrative User Credentials when in contact with Motorola System support.

Customer understands that changes made as the Administrative User can significantly impact the performance of
the System. Customer agrees that it will be sclely responsible for any negative impact on the System or its users by
any such changes. System issues occurring as a result of changes made by an Administrative User may impact
Motorola's ability to perform its obligations under the Agreement or its Maintenance and Support Agreement. In such
cases, a revision to the appropriate provisions of the Agreement, including the Statement of Work, may be
necessary. To the extent Motorola provides assistance to correct any issues caused by or arising out of the use of or
failure to maintain Administrative User Credentials, Motorola will be entitled to bill Customer and Customer will pay
Motorola on a time and materials basis for resolving the issue.

16.12. SURVIVAL OF TERMS. The following provisions will survive the expiration or termination of this Agreement for
any reason: Section 3.6 (Motorala Software); Section 3.7 (Non-Motorala Software); if any payment obligations exist,
Sections 5.1 and 5.2 (Contract Price and Invoicing and Payment); Subsection 9.7 (Disclaimer of Implied Warranties);
Section 11 (Disputes); Section 14 (Limitation of Liability); and Section 15 (Confidentiality and Proprietary Rights); and
all of the General provisions in Section 16.

The Parties hereby enter into this Agreement as of the Effective Date.

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Name: Name:
Title: Title:
Date: Date:

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6.2 EXHIBIT A
SOFTWARE LICENSE AGREEMENT

This Exhibit A Software License Agreement ("Agreement’) is between Motorola Solutions, Inc., (‘Motorola’), and The
Nashua/Manchester, NH Dispatch Center ("Licensee").

For good and valuable consideration, the parties agree as follows:
Section? DEFINITIONS

1.1. “Designated Products” means products provided by Moterola to Licensee with which or for which the
Software and Documentation is licensed for use.

1.2 “Documentation” means product and software documentation that specifies technical and performance
features and capabilities, and the user, operation and training manuals for the Software (including all physical or
electronic media upon which such information is provided).

1.3 “Open Source Software” means software with either freely obtainable source code, license for modification,
or permission for free distribution.

1.4 “Open Source Software License” means the terms or conditions under which the Open Source Software
is licensed.

1.5 “Primary Agreement” means the agreement to which this exhibit is attached.

1.6 “Security Vulnerability” means a flaw or weakness in system security procedures, design, implementation,
or internal controls that could be exercised (accidentally triggered or intentionally exploited) and result in a security
breach such that data is compromised, manipulated or stolen or the system damaged.

1.7. “Software” (i) means proprietary software in object code format, and adaptations, translations, de-
compilations, disassemblies, emulations, or derivative works of such software; (ii) means any modifications,
enhancements, new versions and new releases of the software provided by Motorola; and (iii) may contain one or
more items of software owned by a third party supplier. The term "Software" does not include any third party software
provided under separate license or third party software not licensable under the terms of this Agreement.

Section2 SCOPE

Motorcla and Licensee enter into this Agreement in connection with Motorola's delivery of certain proprietary
Software or products containing embedded or pre-loaded proprietary Software, or both. This Agreement contains
the terms and conditions of the license Motorola is providing to Licensee, and Licensee's use of the Software and
Documentation.

Section3 SRANT OF LICENSE

3.1. Subject to the provisions of this Agreement and the payment of applicable license fees, Motorola grants

to Licensee a personal, limited, non-transferable (except as permitted in Section 7) and non-exclusive license under
Motorola's copyrights and Confidential Information (as defined in the Primary Agreement) embodied in the Software
to use the Software, in object code form, and the Documentation solely in connection with Licensee's use of the
Designated Products. This Agreement does not grant any rights to source code.

3.2. If the Software licensed under this Agreement contains or is derived from Open Source Sottware, the terms
and conditions governing the use of such Open Source Software are in the Open Source Software Licenses of the
copyright owner and not this Agreement. If there is a conflict between the terms and conditions of this Agreement
and the terms and conditions of the Open Source Software Licenses governing Licensee's use of the Open Source

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Software, the terms and conditions of the license grant of the applicable Open Source Software Licenses will take
precedence over the license grants in this Agreement. If requested by Licensee, Motorola will use commercially
reasonable efforts to: (i) determine whether any Open Source Software is provided under this Agreement: (ii} identify
the Open Source Software and provide Licensee a copy of the applicable Open Source Software License (or specify
where that license may be found); and, (iii) provide Licensee a copy of the Open Source Software source code,
without charge, if it is publicly availabie (although distribution fees may be applicable).

Section4 LIMITATIONS ON USE

4.1. Licensee may use the Software only for Licensee's internal business purposes and only in accordance with
the Documentation. Any other use of the Software ts strictly prohibited. Without limiting the general nature of
these restrictions, Licensee will not make the Software available for use by third parties on a “time sharing,”
“application service provider,’ or “service bureau" basis or for any other similar commercial rental or sharing
arrangement.

4.2. Licensee will not, and will not allow or enable any third party to: (i) reverse engineer, disassemble,

peel components, decompile, reprogram or otherwise reduce the Software or any portion to a human perceptible
form or otherwise attempt to recreate the source code; (ii) modify, adapt, create derivative works of, or merge the
Software; (iii) copy, reproduce, distribute, lend, or lease the Software or Documentation to any third party, grant any
sublicense or other rights in the Software or Documentation to any third party, or take any action that would cause
the Software or Documentation to be placed in the public domain; (iv) remove, or in any way alter or obscure, any
copyright notice or other notice of Motorola's proprietary rights; (v} provide, copy, transmit, disclose, divulge or make
the Software or Documentation available to, or permit the use of the Software by any third party or on any machine
except as expressly authorized by this Agreement; or (vi) use, or permit the use of, the Software in a manner that
would result in the production of a copy of the Software solely by activating a machine containing the Software.
Licensee may make one copy of Software to be used solely fer archival, back-up, or disaster recovery purposes;
provided that Licensee may not operate that copy of the Software at the same time as the original Software is being
operated. Licensee may make as many copies of the Documentation as it may reasonably require for the internal use
af the Software.

4.3. Unless otherwise authorized by Motorola in writing, Licensee will not, and will not enable or allow any third
party to: (i) install a licensed copy of the Software on more than one unit of a Designated Product; or (ii) copy onto or
transfer Software installed in ene unit of a Designated Product onte one other device. Licensee may temporarily
transfer Software installed on a Designated Product to another device if the Designated Product is inoperable or
malfunctioning, if Licensee provides written notice to Motorola of the temporary transfer and identifies the device on
which the Software is transferred. Temporary transfer of the Software to another device must be discontinued when
the original Designated Product is returned to operation and the Software must be removed from the other device.
Licensee must provide prompt written notice to Motorola at the time temporary transfer is discontinued.

4.4, When using Motorola's Radio Service Software ("RSS"), Licensee must purchase a separate license for

each location at which Licensee uses RSS. Licensee's use of RSS at a licensed location does not entitle Licensee to
use or access RSS remotely. Licensee may make one copy of RSS for each licensed location. Licensee shall
provide Motorola with a list of all locations at which Licensee uses or intends to use RSS upon Motorola's request.

4.5. Licensee will maintain, during the term of this Agreement and for a period of two years thereafter,

accurate records relating to this license grant to verify compliance with this Agreement. Motorola or an independent
third party (“Auditor”) may inspect Licensee's premises, books and records, upon reasonable prior notice to
Licensee, during Licensee's normal business hours and subject to Licensee's facility and security regulations.
Motorola is responsible for the payment of all expenses and costs of the Auditor. Any information obtained by

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Motorola and the Auditor will be kept in strict confidence by Motorola and the Auditor and used solely for the
purpose of verifying Licensee's compliance with the terms of this Agreement.

Section5 OWNERSHIP AND TITLE

Motorola, its licensors, and its suppliers retain all of their proprietary rights in any form in and to the Software

and Documentation, including, but not limited to, all rights in patents, patent applications, inventions, copyrights,
trademarks, trade secrets, trade names, and other proprietary rights in or relating to the Sottware and
Documentation {including any corrections, bug fixes, enhancements, updates, modifications, adaptations,
translations, de-compilations, disassemblies, emulations to or derivative works from the Software or Documentation,
whether made by Motorola or another party, or any improvements that result from Motorola's processes or, provision
of information services). No rights are granted to Licensee under this Agreement by implication, estoppel or
otherwise, except for those rights which are expressly granted to Licensee in this Agreement. All intellectual
property developed, originated, or prepared by Motorola in connection with providing the Software, Designated
Products, Documentation or related services, remains vested exclusively in Motorola, and Licensee will not have any
shared development or other intellectual property rights.

Section6 LIMITED WARRANTY; DISCLAIMER OF WARRANTY

6.1. The commencement date and the term of the Software warranty will be a period of ninety (90) days

from Motorola's shipment of the Software (the "Warranty Period’). If Licensee is not in breach of any of its obligations
under this Agreement, Motorola warrants that the unmodified Software, when used properly and in accordance with
the Documentation and this Agreement, will be free from a reproducible defect that eliminates the functionality or
successful operation of a feature critical to the primary functionality or successful operation of the Software.
Whether a defect occurs will be determined by Motorola solely with reference to the Documentation. Motorola does
not warrant that Licensee's use of the Software or the Designated Products will be uninterrupted, error-free,
completely free of Security Vulnerabilities, or that the Software or the Designated Products will meet Licensee's
particular requirements. Motorola makes no representations or warranties with respect to any third party software
included in the Software.

6.2 Motorola's sole obligation to Licensee and Licensee's exclusive remedy under this warranty is to use
reasonable efforts to remedy any material Software defect covered by this warranty. These efforts will involve either
replacing the media or attempting to correct significant, demonstrable program or documentation errors or Security
Vulnerabilities. If Motorola cannot correct the defect within a reasonable time, then at Motorola's option, Motorola
will replace the defective Software with functionally-equivalent Software, license to Licensee substitute Software
which will accomplish the same objective, or terminate the license and refund the Licensee's paid license fee.

6.3. Warranty claims are described in the Primary Agreement.

6.4. The express warranties set forth in this Section 6 are in lieu of, and Motorola disclaims, any and all

other warranties (express or implied, oral or written) with respect to the Software or Documentation, including,
without limitation, any and all implied warranties of condition, title, non-infringement, merchantability, or fitness for a
particular purpose or use by Licensee (whether or not Motorola knows, has reason to know, has been advised, or is
otherwise aware of any such purpose or use}, whether arising by law, by reason of custom or usage of trade, or by
course of dealing. In addition, Motorola disclaims any warranty to any person other than Licensee with respect to the
Software or Documentation.

Section7 TRANSFERS

Licensee will not transfer the Software or Documentation to any third party without Motorola's prior written
consent. Motorola's consent may be withheld at its discretion and may be conditioned upon transferee paying all

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applicable license fees and agreeing to be bound by this Agreement. If the Designated Products are Motorola's radio
products and Licensee transfers ownership of the Motorola radio products to a third party, Licensee may assign its
right to use the Software (other than RSS and Motorola's FLASHport® software) which is embedded in or furnished
for use with the radio products and the related Documentation; provided that Licensee transfers all copies of the
Software and Documentation to the transferee, and Licensee and the transferee sign a transfer form to be provided
by Motorola upon request, obligating the transferee to be bound by this Agreement.

Section8 TERM AND TERMINATION

8.1 Licensee's right to use the Software and Documentation will begin when the Primary Agreement is signed
by both parties and will continue for the life of the Designated Products with which or for which the Software

and Documentation have been provided by Motorola, unless Licensee breaches this Agreement, in which case
this Agreement and Licensee's right to use the Software and Documentation may be terminated immediately upon
notice by Motorola.

8.2. Within thirty (30) days after termination of this Agreement, Licensee must certify in writing to Motorola that
all copies of the Software have been removed or deleted from the Designated Products and that all copies of the
Software and Documentation have been returned to Motorola or destroyed by Licensee and are no longer in use by
Licensee.

8.3 Licensee acknowledges that Motorola made a considerable investment of resources in the

development, marketing, and distribution of the Software and Documentation and that Licensee's breach of this
Agreement will result in irreparable harm to Motorola for which monetary damages would be inadequate. If Licensee
breaches this Agreement, Motorola may terminate this Agreement and be entitled to all available remedies at law or
in equity (including immediate injunctive relief and repossession of all non-embedded Software and associated
Documentation unless Licensee is a Federal agency of the United States Government).

Section9 UNITED STATES GOVERNMENT LICENSING PROVISIONS

This Section applies if Licensee is the United States Government or a United States Government agency.
Licensee's use, duplication or disclosure of the Software and Documentation under Motorola's copyrights or trade
secret rights is subject te the restrictions set forth in subparagraphs (c){1) and (2) of the Commercial Computer
Software-Restricted Rights clause at FAR 52.227-19 (JUNE 1987), if applicable, unless they are being provided to the
Department of Defense. If the Software and Documentation are being provided to the Department of Defense,
Licensee's use, duplication, or disclosure of the Software and Documentation is subject to the restricted rights set
forth in subparagraph (c){1){ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013
(OCT 1988), if applicable. The Software and Documentation may or may not include a Restricted Rights notice, or
other notice referring to this Agreement. The provisions of this Agreement will continue to apply, but only to the
extent that they are consistent with the rights provided to the Licensee under the provisions of the FAR or DFARS
mentioned above, as applicable to the particular procuring agency and procurement transaction.

Section10 CONFIDENTIALITY

Licensee acknowledges that the Software and Documentation contain Motorola's valuable proprietary and
Confidential Information and are Motcrola's trade secrets, and that the provisions in the Primary Agreement
concerning Confidential Information apply.

Section11 LIMITATION OF LIABILITY
The Limitation of Liability provision is described in the Primary Agreement.

Section12 NOTICES

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MOTOROLA
SOLUTIONS

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Notices are described in the Primary Agreement.
Section13 GENERAL

13.1. COPYRIGHT NOTICES. The existence of a copyright notice on the Software will not be construed as
an admission or presumption of publication of the Software or public disclesure of any trade secrets associated with
the Software.

13.2. COMPLIANCE WITH LAWS. Licensee acknowledges that the Software is subject to the laws and regulations
of the United States and Licensee will comply with all applicable laws and regulations, including export laws

and regulations of the United States. Licensee will not, without the prior authorization of Motorola and the
appropriate governmental authority of the United States, in any form export or re-export, sell or resell, ship or reship,
or divert, through direct or indirect means, any item or technical data or direct or indirect products sold or otherwise
furnished to any person within any territory for which the United States Government or any of its agencies at the time
of the action, requires an export license or other governmental approval. Violation of this provision is a material
breach of this Agreement.

13.3. ASSIGNMENTS AND SUBCONTRACTING. Motorola may assign its rights or subcontract its obligations
under this Agreement, or encumber or sell its rights in any Software, without prior notice to or consent of Licensee.

13.4. GOVERNING LAW. This Agreement is governed by the laws of the United States to the extent that they

apply and otherwise by the internal substantive laws of the State to which the Software is shipped if Licensee is a
sovereign government entity, or the internal substantive laws of the State of Illinois if Licensee is not a sovereign
government entity. The terms of the U.N. Convention on Contracts for the International Sale of Goods do nat apply. In
the event that the Uniform Computer Information Transaction Act, any version of this Act, or a substantially similar
law (collectively “UCITA’) becomes applicable te a party's performance under this Agreement, UCITA does not
govern any aspect of this Agreement or any license granted under this Agreement, or any of the parties' rights or
obligations under this Agreement. The governing law will be that in effect prior to the applicability of UCITA.

13.5. THIRD PARTY BENEFICIARIES. This Agreement is entered into solely for the benefit of Motorola

and Licensee. No third party has the right to make any claim or assert any right under this Agreement, and no third
party is deemed a beneficiary of this Agreement. Notwithstanding the foregoing, any licensor or supplier of third
party software included in the Software will be a direct and intended third party beneficiary of this Agreement.

13.6. SURVIVAL. Sections 4, 5, 6.3, 7, 8, 9, 10, 11 and 13 survive the termination of this Agreement.

13.7. ORDER OF PRECEDENCE. In the event of inconsistencies between this Exhibit and the Primary
Agreement, the parties agree that this Exhibit prevails, only with respect to the specific subject matter of this Exhibit,
and not the Primary Agreement or any other exhibit as it applies to any other subject matter.

13.8 SECURITY. Motorola uses reasonable means in the design and writing of its own Software and the
acquisition of third party Software to limit Security Vulnerabilities. While no software can be guaranteed to he free
from Security Vulnerabilities, if a Security Vulnerability is discovered, Motorola will take the steps set forth in Section
6 of this Agreement.

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