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device. Licensee may temporarily transfer Software installed on a Designated Product to another device
<br /> if the Designated Product is inoperable or malfunctioning, if Licensee provides written notice to Motorola
<br /> of the temporary transfer and identifies the device on which the Software is transferred. Temporary
<br /> transfer of the Software to another device must be discontinued when the original Designated Product is
<br /> returned to operation and the Software must be removed from the other device. Licensee must provide
<br /> prompt written notice to Motorola at the time temporary transfer is discontinued.
<br /> 4.4. When using Motorola's Radio Service Software ("RSS"), Licensee must purchase a separate
<br /> license for each location at which Licensee uses RSS. Licensee's use of RSS at a licensed location does
<br /> not entitle Licensee to use or access RSS remotely. Licensee may make one copy of RSS for each
<br /> licensed location. Licensee shall provide Motorola with a list of all locations at which Licensee uses or
<br /> intends to use RSS upon Motorola's request.
<br /> 4.5. Licensee will maintain, during the term of this Agreement and for a period of two years thereafter,
<br /> accurate records relating to this license grant to verify compliance with this Agreement. Motorola or an
<br /> independent third party ("Auditor") may inspect Licensee's premises, books and records, upon reasonable
<br /> prior notice to Licensee, during Licensee's normal business hours and subject to Licensee's facility and
<br /> security regulations. Motorola is responsible for the payment of all expenses and costs of the Auditor.
<br /> Any information obtained by Motorola and the Auditor will be kept in strict confidence by Motorola and the
<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 /> OrangeCountyNC.CSA.5.21.13 16
<br /> Motorola Contract No.79894/CB
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