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MOTOROLA
SOLUTIONS
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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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Use or disclosure of this proposal is subject
to the restrictions on the disclosure page. Page 44
