SUA ADDENDUM
This Addendum to the Communications System and Services Agreement or other previously executed
Agreement currently in force, as applicable ("Primary Agreement”) provides additional or different terms and
conditions to govern the sale of SUA services. The terms in this Addendum are integral to and incorporated into
the Primary Agreement signed by the Parties.
1. DEFINITIONS
All capitalized terms not otherwise defined herein shall have the same meaning as defined in the Agreement.
“SUA” or “SUA I” means Motorola's Software Upgrade Agreement program.
2. SCOPE
Motorola will provide SUA Services as further described in the applicable Statement of Work, or attachment to
Motorola's proposal for additional services.
3. TERMS AND CONDITIONS
The terms of the Primary Agreement combined with the terms of this Addendum will govern the products and
services offered pursuant to this Addendum. To the extent there is a conflict between the terms and conditions of
the Primary Agreement and the terms and conditions of this Addendum, this Addendum takes precedence.
3.2 SUASERVICES
3.2.1 PURCHASE ORDER ACCEPTANCE. Purchase orders for SUA services and software support,
during the Warranty Period or after the Warranty Period, become binding only when accepted in writing by
Motorola.
3.2.2 The Software License Agreement included as Exhibit A to this Addendum applies to any Motorola
Software provided as part of the SUA transactions.
3.2.3 The term of this Addendum is one year years, commencing on the Start Date identified on the
Cover Page. The SUA Price for the one (1) year of service is $193,963.80, excluding applicable sales or use
taxes but including discounts as more fully set forth in the pricing pages. Because the SUA is a subscription
service as more fully described in the applicable SUA Statement of Work, payment from Customer is due in
advance and will not be in accordance with any Payment Milestone Schedule.
3.2.4 The System upgrade will be scheduled during the subscription period and will be performed when
Motorola’s system upgrade operation resources are available. Because there might be a significant time frame
between when this Amendment ts executed and when a System upgrade transaction is performed, Motorola may
substitute any of the promised Equipment or Software so long as the substitute is equivalent or superior to the
initially promised Equipment or Software.
3.2.5 Acceptance of a SUA transaction occurs when the Equipment (if any) and Software are delivered
and the SUA services are fully performed; there is no Acceptance Testing with a SUA transaction.
3.2.6 The Warranty Period for any Equipment or Motorola Software provided under a SUA transaction
will commence upon shipment and not on System Acceptance or Beneficial Use, and is for a period of ninety (90)
days rather than one (1) year. The ninety (90) day warranty for SUA services is set forth in the SUA Statement of
