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' <br /> FLASHport@)software) which is embedded inorfurnished for use with the radio products and the related <br /> Documentation; provided that Licensee transfers all copies of the Software and Documentation to the <br /> transferee, and Licensee and the transferee sign a transfer form to be provided by Motorola upon <br /> request, obligating the transferee tobo bound by this Agreement. <br /> Section TERM AND TERMINATION <br /> 8.1 Licensee's right to use the Software and Documentation will begin when the Primary Agreement <br /> io signed b both parties andviUoondnuefortheUfauftheDaeignatedPnnductavWthwhi*horfmrwhioh <br /> the Software and Documentation have been provided by Motorola, unless Licensee breaches this <br /> Agreement, in which case this Agreement and Licensee's right to use the Software and Documentation <br /> may bm terminated immediately upon notice byMotorola. <br /> 8.2 Within thirty (30) days after termination of this Agnuoment. Licensee must certify in writing to <br /> Motorola that all copies of the Software have been removed or deleted from the Designated Products and <br /> that all copies of the Software and Documentation have been n*Uunnnd 10 K8o8»no|a or destroyed by <br /> Licensee and are nm longer in use byLicensee. <br /> 8.3 Licensee acknowledges that K4ok/nm|a mode a considerable' investment of resources in the <br /> deve|opment, marketing, and distribution of the Software and Documentation and that Licensee's breach <br /> of this Agreement will naaud in irreparable harm to Motorola for which monetary damages would be <br /> inadequate. If Licensee bvnouheo this Agreement, Motorola may terminate this Agreement and be <br /> entitled to all available remedies at law or in equity(including immediate injunctive relief and repossession <br /> of all non-embedded Software and associated Documentation unless Licensee is a Federal agency of the <br /> United States Government). <br /> Section 9 UNITED STATES GOVERNMENT LICENSING PROVISIONS <br /> This Section applies if Licensee 1s the United States Government ora United States Government agency. <br /> Licensee's use, duplication ordisdouunaoftheSofbmuvuandDocumentm1ionundorK8otono|a'ecopyrigh1s <br /> or trade aeomd rights is subject to the restrictions set forth in subparagraphs (c)(1) and (2) of the <br /> Commercial Computer Software-Restricted Rights clause at FAR 52.227'19 (JUNE 1987)' if applicable, <br /> unless they are being provided tothe Department of Defense. If the Software and Documentation are <br /> being provided to the Department of Defense, Licensee's uoa, dup!ication, or disclosure of the 8oMvvavm <br /> and Documentation is subject tothe restricted rights set forth in subparagraph (o)(1)(ii) of the Rights in <br /> Technical Data and Computer 8ofwerec|ouamatDFARG252.227c7O13 (OCT1088), ifopp|ioab|e. The , <br /> Software and Documentation may or may not include a Restricted Rights notice, or other notice referring <br /> to this Agreement. The provisions of this Agreement will continue to apply, but only to the extent that they <br /> are consistent with the rights provided bmthe Licensee under the provisions of the FAR or DFARS <br /> mentioned above, os applicable to the particular procuring agency and procurement transaction. <br /> Section 10 CONFIDENTIALITY <br /> Licensee acknowledges the Software and Documentation contain Motorola's valuable proprietary <br /> and Confidential Information and are Motorola's trade secrets, and that the provisions |nthe Primary <br /> Agreement concerning Confidential Information apply. <br /> Section 11 LIMITATION OFLIABILITY <br /> The Limitation of Liability provision |o described in the Primary Agreement. <br /> Section 12 NOTICES <br /> Notices are described in the Primary Agreement. <br /> mvtomm.o8*nevismm.1022.12.doo 16 <br /> Motorola Contract Nv.____�____ <br />