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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 /> FLASHport®software)which is embedded in or furnished 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 to be bound by this Agreement. <br /> Section 8 TERM AND TERMINATION <br /> 8.1 Licensee's right to use the Software and Documentation will begin when the Primary Agreement <br /> is signed by both parties and will continue for the life of the Designated Products with which or for which <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 be terminated immediately upon notice by Motorola. <br /> 8.2 Within thirty (30) days after termination of this Agreement, 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 returned to Motorola or destroyed by <br /> Licensee and are no longer in use by Licensee. <br /> 8.3 Licensee acknowledges that Motorola made a considerable investment of resources in the <br /> development, marketing, and distribution of the Software and Documentation and that Licensee's breach <br /> of this Agreement will result in irreparable harm to Motorola for which monetary damages would be <br /> inadequate. If Licensee breaches 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 /> OrangeCountyNC.CSA.5.21.13 17 <br /> Motorola Contract No.79894/CB <br />