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Communications System Agreement <br /> Motorola Solutions, Inc. ("Motorola") and Orange County, a local political subdivision of the State of North <br /> Carolina ("Customer") enter into this "Agreement," pursuant to which Customer will purchase and <br /> Motorola will sell the System, as described below. Motorola and Customer may be referred to individually <br /> as a "Party" and collectively as the "Parties." For good and valuable consideration, the Parties agree as <br /> follows: <br /> Section 1 EXHIBITS <br /> The exhibits listed below are incorporated into and made a part of this Agreement. In interpreting this <br /> Agreement and resolving any ambiguities, the main body of this Agreement takes precedence over the <br /> exhibits and any inconsistency between Exhibits A through E will be resolved in their listed order. <br /> Exhibit A Motorola"Software License Agreement" <br /> Exhibit B "Payment Schedule" <br /> Exhibit C Motorola Proposal Documents"Technical and Implementation Documents" <br /> C-1 "System Description"dated 12-20-2012 <br /> C-2 "Equipment List'dated 12-20-2012 <br /> C-3 "Statement of Work"dated 12-20-2012 <br /> C-4 "Acceptance Test Plan"or"ATP"dated 12-20-2012 <br /> Exhibit D Service Statement(s)of Work and "Service Terms and Conditions" (if applicable) <br /> Exhibit E "System Acceptance Certificate" <br /> Section 2 DEFINITIONS <br /> Capitalized terms used in this Agreement have the following meanings: <br /> 2.1. "Acceptance Tests" means those tests described in the Acceptance Test Plan. <br /> 2.2. "Administrative User Credentials"means an account that has total access over the operating <br /> system, files, end user accounts and passwords at either the System level or box level. Customer's <br /> personnel with access to the Administrative User Credentials may be referred to as the Administrative <br /> User. <br /> 2.3. "Beneficial Use" means when Customer first uses the System or a Subsystem for operational <br /> purposes(excluding training or testing). <br /> 2.4. "Confidential Information" means any information that is disclosed in written, graphic, verbal, or <br /> machine-recognizable form, and is marked, designated, or identified at the time of disclosure as being <br /> confidential or its equivalent; or if the information is in verbal form, it is identified as confidential at the time <br /> of disclosure and is confirmed in writing within thirty (30) days of the disclosure. Confidential Information <br /> does not include any information that: is or becomes publicly known through no wrongful act of the <br /> receiving Party; is already known to the receiving Party without restriction when it is disclosed; is or <br /> becomes, rightfully and without breach of this Agreement, in the receiving Party's possession without any <br /> obligation restricting disclosure; is independently developed by the receiving Party without breach of this <br /> Agreement; or is explicitly approved for release by written authorization of the disclosing Party. <br /> 2.5. "Contract Price" means the price for the System, excluding applicable sales or similar taxes and <br /> freight charges. <br /> 2.6. "Effective Date" means that date upon which the last Party executes this Agreement. <br /> 2.7. "Equipment' means the equipment that Customer purchases from Motorola under this <br /> Agreement. Equipment that is part of the System is described in the Equipment List. <br /> OrangeCountyNC.CSA.5.21.13 1 <br /> Motorola Contract No.79894/CB <br />