S15 (2018
@
MOTOROLA
SOLUTIONS
LLERTLE LLLP TAT EGET TATTLE LECEU rene seem re renee eee“ UPR Tadic edad aha Thai
pricing and delivery terms. Notwithstanding any additional or contrary terms in the order, the applicable provisions of
this Agreement (except for pricing, delivery, passage of title and risk of loss to Equipment, warranty commencement,
and payment terms) will govern the purchase and sale of the additional Equipment or Software. Title and risk of loss
to additional Equipment will pass at shipment, warranty will commence upon delivery, and payment is due within
twenty (20) days after the invoice date. Motorola will send Customer an invoice as the additional Equipment is
shipped or Software is licensed. Alternatively, Customer may register with and place orders through Motorela Online
(“MOL”), and this Agreement will be the “Underlying Agreement” for those MOL transactions rather than the MOL
On-Line Terms and Conditions of Sale. MOL registration and other information may be found at https://
businessonline.motorola.com and the MOL telephone number is (800) 814-0601.
3.5. MAINTENANCE SERVICE. During the Warranty Period, in addition to warranty services, Motorola will provide
maintenance services for the Equipment and support for the Motorola Software pursuant to the Statement of Work
set forth in Exhibit D. Those services and support are included in the Contract Price. If Customer wishes to purchase
additional maintenance and support services for the Equipment during the Warranty Period, or any maintenance and
support services for the Equipment either during the Warranty Period or after the Warranty Period, the description of
and pricing for the services will be set forth in a separate document. If Customer wishes to purchase extended
support for the Motorola Software after the Warranty Period, it may do so by ordering software subscription
services. Unless otherwise agreed by the parties in writing, the terms and conditions applicable tc those
maintenance, support or software subscription services will be Motorola‘s standard Service Terms and Conditions,
together with the appropriate statements of work.
3.6. MOTOROLA SOFTWARE. Any Motorola Software, including subsequent releases, is licensed to Customer solely
in accordance with the Software License Agreement. Customer hereby accepts and agrees to abide by all of the
terms and restrictions of the Software License Agreement.
3.7. NON-MOTOROLA SOFTWARE. Any Non-Motorola Software is licensed to Customer in accordance with the
standard license, terms, and restrictions of the copyright owner on the Effective Date unless the copyright owner has
granted to Motorola the right to sublicense the Non-Motorola Software pursuant to the Software License Agreement,
in which case it applies and the copyright owner will have all of Licensor's rights and protections under the Software
License Agreement. Motorola makes no representations or warranties of any kind regarding Non-Motorola Software.
Non-Motorola Software may include Open Source Software. All Open Source Software is licensed to Customer in
accordance with, and Customer agrees to abide by, the provisions of the standard license of the copyright owner and
not the Software License Agreement. Upon request by Customer, Motorola will use commercially reasonable efforts
to determine whether any Open Source Software will be provided under this Agreement; and if so, identify the Open
Source Software and provide to Customer a copy of the applicable standard license (or specify where that license
may be found); and provide to Customer a copy of the Open Source Software source code if it is publicly available
without charge (although a distribution fee or a charge for related services may be applicable).
3.8. SUBSTITUTIONS. At no additional cost to Customer, Motorola may substitute any Equipment, Software, or
services to be provided by Motorola, if the substitute meets or exceeds the Specifications and is of equivalent or
better quality to the Customer. Any substitution will be reflected in a change order.
3.9. OPTIONAL EQUIPMENT OR SOFTWARE. This paragraph applies only if a “Priced Options” exhibit is shown in
Section 1, or if the parties amend this Agreement to add a Priced Options exhibit. During the term of the option as
stated in the Priced Options exhibit (or if no term is stated, then for one (1) year after the Effective Date), Customer
has the right and option to purchase the equipment, software, and related services that are described in the Priced
Options exhibit. Customer may exercise this option by giving written notice to Seller which must designate what
equipment, software, and related services Customer is selecting (including quantities, if applicable). To the extent
they apply, the terms and conditions of this Agreement will govern the transaction, however, the parties
acknowledge that certain provisions must be agreed upon, and they agree to negotiate those in good faith promptly
SECEDE EES EEE RPE ESET EER EEE OT TET Re DEPORT PTET AT ELE RETRO TITER REET OTE TES EE ETE
Use or disclosure of this proposal is subject
to the restrictions on the disclosure page.
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