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<br />Auditor and used solely for the purpose of verifying Licensee's compliance with the terms of this
<br />Agreement.
<br />Section 5 OWNERSHIP AND TITLE
<br />Motorola, its licensors, and its suppliers retain all of their proprietary rights in any form in and to the
<br />Software and Documentation, including, but not limited to, all rights in patents, patent applications,
<br />inventions, copyrights, trademarks, trade secrets, trade names, and other proprietary rights in or relating
<br />to the Software and Documentation (including any corrections, bug fixes, enhancements, updates,
<br />modifications, adaptations, translations, de- compilations, disassemblies, emulations to or derivative works
<br />from the Software or Documentation, whether made by Motorola or another party, or any improvements
<br />that result from Motorola's processes or, provision of information services). No rights are granted to
<br />Licensee under this Agreement by implication, estoppel or otherwise, except for those rights which are
<br />expressly granted to Licensee in this Agreement. All intellectual property developed, originated, or
<br />prepared by Motorola in connection with providing the Software, Designated Products, Documentation or
<br />related services, remains vested exclusively in Motorola, and Licensee will not have any shared
<br />development or other intellectual property rights.
<br />Section 6 LIMITED WARRANTY; DISCLAIMER OF WARRANTY
<br />6.1. The commencement date and the term of the Software warranty will be a period of ninety (90)
<br />days from Motorola's shipment of the Software (the "Warranty Period "). If Licensee is not in breach of
<br />any of its obligations under this Agreement, Motorola warrants that the unmodified Software, when used
<br />properly and in accordance with the Documentation and this Agreement, will be free from a reproducible
<br />defect that eliminates the functionality or successful operation of a feature critical to the primary
<br />functionality or successful operation of the Software. Whether a defect occurs will be determined by
<br />Motorola solely with reference to the Documentation. Motorola does not warrant that Licensee's use of
<br />the Software or the Designated Products will be uninterrupted, error -free, completely free of Security
<br />Vulnerabilities, or that the Software or the Designated Products will meet Licensee's particular
<br />requirements. Motorola makes no representations or warranties with respect to any third party software
<br />included in the Software.
<br />6.2 Motorola's sole obligation to Licensee and Licensee's exclusive remedy under this warranty is to
<br />use reasonable efforts to remedy any material Software defect covered by this warranty. These efforts
<br />will involve either replacing the media or attempting to correct significant, demonstrable program or
<br />documentation errors or Security Vulnerabilities. If Motorola cannot correct the defect within a reasonable
<br />time, then at Motorola's option, Motorola will replace the defective Software with functionally - equivalent
<br />Software, license to Licensee substitute Software which will accomplish the same objective, or terminate
<br />the license and refund the Licensee's paid license fee.
<br />6.3. Warranty claims are described in the Primary Agreement.
<br />6.4. The express warranties set forth in this Section 6 are in lieu of, and Motorola disclaims, any and
<br />all other warranties (express or implied, oral or written) with respect to the Software or Documentation,
<br />including, without limitation, any and all implied warranties of condition, title, non - infringement,
<br />merchantability, or fitness for a particular purpose or use by Licensee (whether or not Motorola knows,
<br />has reason to know, has been advised, or is otherwise aware of any such purpose or use), whether
<br />arising by law, by reason of custom or usage of trade, or by course of dealing. In addition, Motorola
<br />disclaims any warranty to any person other than Licensee with respect to the Software or Documentation.
<br />Section 7 TRANSFERS
<br />Licensee will not transfer the Software or Documentation to any third party without Motorola's prior written
<br />consent. Motorola's consent may be withheld at its discretion and may be conditioned upon transferee
<br />paying all applicable license fees and agreeing to be bound by this Agreement. If the Designated
<br />Products are Motorola's radio products and Licensee transfers ownership of the Motorola radio products
<br />to a third party, Licensee may assign its right to use the Software (other than RSS and Motorola's
<br />Motorola .CSA. revision. 10.22.12.doc 15
<br />Motorola Contract No.
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