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Subscription Services Agreement v.10.18.18 <br />17 <br />EQUIPMENT SALE ADDENDUM <br /> <br />This Addendum is to the Subscription Service Agreement or other previously executed Agreement <br />currently in force, as applicable (“Primary Agreement”) and provides additional or different terms and <br />conditions to govern the sale of equipment and related software provided by Motorola. The terms in this <br />Addendum are integral to and incorporated into the Primary Agreement. To the extent there is a conflict <br />between the terms and conditions of the Primary Agreement and the terms and conditions of this <br />Addendum, this Addendum takes precedence, as to the inconsistency only. <br /> <br />1. Exhibits <br /> <br />The Exhibits listed below are incorporated into and made a part of this Addendum. In interpreting this <br />Addendum and resolving any ambiguities, the main body of this Addendum takes precedence over the <br />exhibits and any inconsistency between the exhibits will be resolved in their listed order. Documents <br />included in the proposal and listed below as Exhibits are incorporated by this reference. <br /> <br />Exhibit A Motorola “Software License Agreement” <br />Exhibit B Motorola “Proposal/Quote dated June 29, 2018” or “Payment Schedule”, as applicable. <br /> <br />2. DEFINITIONS <br /> <br />All capitalized terms not otherwise defined herein shall have the same meaning as defined in the Primary <br />Agreement. <br /> <br />2.1. “Product Price” means the price for the equipment and related Software and installation or related <br />services, excluding applicable sales or similar taxes and freight charges. <br /> <br />2.2. “Effective Date” means that date upon which the last Party executes the Primary Agreement or, <br />the date on which the last Party executes the Addendum, whichever is later. <br /> <br />2.3. “Equipment” means the equipment listed in the Equipment List that Customer purchases from <br />Motorola pursuant to this Addendum. <br /> <br />2.4 “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 /> <br />2.5. “Motorola Software” means Software that Motorola or its affiliated company owns. <br /> <br />2.6. “Non-Motorola Software” means Software that another party owns. <br /> <br />2.7. “Open Source Software” (also called “freeware” or “shareware”) software with either freely <br />obtainable source code, license for modification, or permission for free distribution. <br /> <br />2.8. “Products” mean the Equipment and Software sold by Motorola under this Addendum. <br /> <br />2.9. “Proprietary Rights” means the patents, patent applications, inventions, copyrights, trade secrets, <br />trademarks, trade names, mask works, know-how, ideas and concepts, moral rights, processes, <br />methodologies, tools, techniques, and other intellectual property rights in and to the Equipment and <br />Software, including those created or produced by Motorola under this Addendum and any corrections, <br />bug fixes, enhancements, updates or modifications to or derivative works from the Software whether <br />made by Motorola or another party. <br /> <br />2.10. “Software” means the Motorola Software and Non-Motorola Software in object code format that is <br />furnished with the Equipment. <br /> <br />43