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2.8. "Force Majeure" means an event, circumstance, or act of a third party that is beyond a Party's <br /> reasonable control (e.g., an act of God, an act of the public enemy, an act of a government entity, strikes <br /> or other labor disturbances, hurricanes, earthquakes, fires, floods, epidemics, embargoes,war, and riots). <br /> 2.9. "Infringement Claim" means a third party claim alleging that the Equipment manufactured by <br /> Motorola or the Motorola Software directly infringes a United States patent or copyright. <br /> 2.10. "Motorola Software" means Software that Motorola or its affiliated company owns. <br /> 2.11. "Non-Motorola Software"means Software that another party owns. <br /> 2.12. "Open Source Software" (also called "freeware"or"shareware") means software with either freely <br /> obtainable source code, license for modification, or permission for free distribution. <br /> 2.13. "Proprietary Rights" means the patents, patent applications, inventions, copyrights, trade secrets, <br /> trademarks, trade names, mask works, know-how, and other intellectual property rights in and to the <br /> Equipment and Software, including those created or produced by Motorola under this Agreement and any <br /> corrections, bug fixes, enhancements, updates or modifications to or derivative works from the Software <br /> whether made by Motorola or another party. <br /> 2.14. "Software" means the Motorola Software and Non-Motorola Software, in object code format that <br /> is furnished with the System or Equipment. <br /> 2.15. "Specifications" means the functionality and performance requirements that are described in the <br /> Technical and Implementation Documents. <br /> 2.16. "Subsystem" means a major part of the System that performs specific functions or operations. <br /> Subsystems are described in the Technical and Implementation Documents. <br /> 2.17. "System" means the Equipment, Software, and incidental hardware and materials that are <br /> combined together into an integrated system; the System is described in the Technical and <br /> Implementation Documents. <br /> 2.18. "System Acceptance" means the Acceptance Tests have been successfully completed. <br /> 2.19. "Warranty Period" means one (1) year from the date of System Acceptance or Beneficial Use, <br /> whichever occurs first. <br /> Section 3 SCOPE OF AGREEMENT AND TERM <br /> 3.1. SCOPE OF WORK. Motorola will provide, install and test the System, and perform its other <br /> contractual responsibilities, all in accordance with this Agreement. Customer will perform its contractual <br /> responsibilities in accordance with this Agreement. <br /> 3.2. CHANGE ORDERS. Either Party may request changes within the general scope of this <br /> Agreement. If a requested change causes an increase or decrease in the cost or time required to <br /> perform this Agreement, the Parties will agree to an equitable adjustment of the Contract Price, <br /> Performance Schedule, or both, and will reflect the adjustment in a change order. Neither Party is <br /> obligated to perform requested changes unless both Parties execute a written change order. <br /> 3.3. TERM. Unless terminated in accordance with other provisions of this Agreement or extended by <br /> mutual agreement of the Parties, the term of this Agreement begins on the Effective Date and continues <br /> until the date of Final Project Acceptance or expiration of the Warranty Period, whichever occurs last. <br /> 3.4. ADDITIONAL EQUIPMENT OR SOFTWARE. For three (3) years after the Effective Date, <br /> Customer may order additional Equipment or Software if it is then available. Each order must refer to this <br /> OrangeCountyNC.CSA.5.21.13 2 <br /> Motorola Contract No.79894/CB <br />