3/15/2018
©
MOTOROLA
SOLUTIONS
LLELETTL TLL TTL UTE CELT iri r aes cv eee enw eereererree eee iit i Gata ada ny
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
POPPE TOTO PESTER ERT ERT EEE ee POOP EET EAT OTTER ERAS TOTES ETI EEE
Use or disclosure of this proposal is subject
to the restrictions on the disclosure page. Page 46
