3/15/2018
©
MOTOROLA
SOLUTIONS
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2.8. “Force Majeure” means an event, circumstance, or act of a third party that is beyond a Party's reasonable
control (e.g., an act of God, an act of the public enemy, an act of a government entity, strikes or other labor
disturbances, hurricanes, earthquakes, fires, floods, epidemics, embargoes, war, and riots).
2.9. “Infringement Claim” means a third party claim alleging that the Equipment manufactured by Motorola or the
Motorola Software directly infringes a United States patent or copyright.
2.10. “Motorola Software” means Software that Motorola or its affiliated company owns.
2.11. “Non-Motorola Software” means Software that another party owns.
2.12. “Open Source Software” {also called “freeware” or “shareware”) means software with either freely obtainable
source code, license for modification, or permission for free distribution.
2.13. “Proprietary Rights” means the patents, patent applications, inventions, copyrights, trade secrets, trademarks,
trade names, mask works, know-how, and other intellectual property rights in and to the Equipment and Software,
including those created or produced by Motorola under this Agreement and any corrections, bug fixes,
enhancements, updates or modifications to or derivative works from the Software whether made by Motorola or
another party.
2.14. "Software” means the Motorola Software and Non-Motorola Software, in object code format that is furnished
with the System or Equipment.
2.15. “Specifications” means the functionality and performance requirements that are described in the Technical and
Implementation Documents.
2.16. “Subsystem” means a major part of the System that performs specific functions or operations. Subsystems are
described in the Technical and Implementation Documents.
2.17. “System” means the Equipment, Software, and incidental hardware and materials that are combined together
into an integrated system; the System is described in the Technical and Implementation Documents.
2.18. “System Acceptance” means the Acceptance Tests have been successfully completed.
2.19. “Warranty Period” means one (1) year from the date of System Acceptance or Beneficial Use, whichever
occurs first.
Section3 SCOPE OF AGREEMENT AND TERM
3.1. SCOPE OF WORK. Motorola will provide, install and test the System, and perform its other contractual
responsibilities, all in accordance with this Agreement. Customer will perform its contractual responsibilities in
accordance with this Agreement.
3.2. CHANGE ORDERS. Either Party may request changes within the general scope of this Agreement. If a requested
change causes an increase or decrease in the cost or time required to perform this Agreement, the Parties will agree
to an equitable adjustment of the Contract Price, Performance Schedule, or both, and will reflect the adjustment in a
change order. Neither Party is obligated to perform requested changes unless both Parties execute a written change
order.
33. TERM. Unless terminated in accordance with other provisions of this Agreement or extended by mutual
agreement of the Parties, the term of this Agreement begins on the Effective Date and continues until the date of
Final Project Acceptance or expiration of the Warranty Period, whichever occurs last.
3.4 ADDITIONAL EQUIPMENT OR SOFTWARE. For three (3) years after the Effective Date, Customer may order
additional Equipment or Software if it is then available. Each order must refer to this Agreement and must specify the
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Use or disclosure of this proposal is subject
to the restrictions on the disclosure page.
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