Orange County NC Website
Section 2 SCOPE <br /> Motorola and Licensee enter into this Agreement in connection with Motorola's delivery of certain <br /> proprietary Software or products containing embedded or pre-loaded proprietary Software, or both. This <br /> Agreement contains the terms and conditions of the license Motorola is providing to Licensee, and <br /> Licensee's use of the Software and Documentation. <br /> Section 3 GRANT OF LICENSE <br /> 3.1. Subject to the provisions of this Agreement and the payment of applicable license fees, Motorola <br /> grants to Licensee a personal, limited, non-transferable (except as permitted in Section 7) and non- <br /> exclusive license under Motorola's copyrights and Confidential Information (as defined in the Primary <br /> Agreement) embodied in the Software to use the Software, in object code form, and the Documentation <br /> solely in connection with Licensee's use of the Designated Products. This Agreement does not grant any <br /> rights to source code. <br /> 3.2. If the Software licensed under this Agreement contains or is derived from Open Source Software, <br /> the terms and conditions governing the use of such Open Source Software are in the Open Source <br /> Software Licenses of the copyright owner and not this Agreement. If there is a conflict between the terms <br /> and conditions of this Agreement and the terms and conditions of the Open Source Software Licenses <br /> governing Licensee's use of the Open Source Software, the terms and conditions of the license grant of <br /> the applicable Open Source Software Licenses will take precedence over the license grants in this <br /> Agreement. If requested by Licensee, Motorola will use commercially reasonable efforts to: (i) determine <br /> whether any Open Source Software is provided under this Agreement; (ii) identify the Open Source <br /> Software and provide Licensee a copy of the applicable Open Source Software License (or specify where <br /> that license may be found); and, (iii) provide Licensee a copy of the Open Source Software source code, <br /> without charge, if it is publicly available(although distribution fees may be applicable). <br /> Section 4 LIMITATIONS ON USE <br /> 4.1. Licensee may use the Software only for Licensee's internal business purposes and only in <br /> accordance with the Documentation. Any other use of the Software is strictly prohibited. Without limiting <br /> the general nature of these restrictions, Licensee will not make the Software available for use by third <br /> parties on a "time sharing," "application service provider," or "service bureau" basis or for any other <br /> similar commercial rental or sharing arrangement. <br /> 4.2. Licensee will not, and will not allow or enable any third party to: (i) reverse engineer, <br /> disassemble, peel components, decompile, reprogram or otherwise reduce the Software or any portion to <br /> a human perceptible form or otherwise attempt to recreate the source code; (ii) modify, adapt, create <br /> derivative works of, or merge the Software; (iii) copy, reproduce, distribute, lend, or lease the Software or <br /> Documentation to any third party, grant any sublicense or other rights in the Software or Documentation <br /> to any third party, or take any action that would cause the Software or Documentation to be placed in the <br /> public domain; (iv) remove, or in any way alter or obscure, any copyright notice or other notice of <br /> Motorola's proprietary rights; (v) provide, copy, transmit, disclose, divulge or make the Software or <br /> Documentation available to, or permit the use of the Software by any third party or on any machine <br /> except as expressly authorized by this Agreement; or (vi) use, or permit the use of, the Software in a <br /> manner that would result in the production of a copy of the Software solely by activating a machine <br /> containing the Software. Licensee may make one copy of Software to be,used solely for archival, back- <br /> up, or disaster recovery purposes; provided that Licensee may not operate that copy of the Software at <br /> the same time as the original Software is being operated. Licensee may make as many copies of the <br /> Documentation as it may reasonably require for the internal use of the Software. <br /> 4.3. Unless otherwise authorized by Motorola in writing, Licensee will not, and will not enable or allow <br /> any third party to: (i) install a licensed copy of the Software on more than one unit of a Designated <br /> Product; or(ii) copy onto or transfer Software installed in one unit of a Designated Product onto one other <br /> OrangeCountyNC.CSA.5.21.13 15 <br /> Motorola Contract No.79894/CB <br />