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MOTOROLA
SOLUTIONS
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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
POPE EO EES E TERETE EET TEER EET TT EET Dee ew ee TORO O RTE I TEPER RESET TEETER ET ERT PETE EE RES
Use or disclosure of this proposal is subject
to the restrictions on the disclosure page. Page 45
