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Subscription Services Agreement v.10.18.18 <br />23 <br />EXHIBIT A <br />MOTOROLA SOFTWARE LICENSE AGREEMENT <br /> <br />This Exhibit A Motorola Software License Agreement ("Agreement") is between Motorola Solutions, Inc. <br />(“Motorola") and Orange County, North Carolina (“Licensee”). <br /> <br />For good and valuable consideration, the parties agree as follows: <br /> <br />Section 1 DEFINITIONS <br /> <br />1.1 “Designated Products” means products provided by Motorola to Licensee with which or for which <br />the Software and Documentation is licensed for use. <br /> <br />1.2 “Documentation” means product and software documentation that specifies technical and <br />performance features and capabilities, and the user, operation and training manuals for the Software <br />(including all physical or electronic media upon which such information is provided). <br /> <br />1.3 “Open Source Software” means software with either freely obtainable source code, license for <br />modification, or permission for free distribution. <br /> <br />1.4 “Open Source Software License” means the terms or conditions under which the Open Source <br />Software is licensed. <br /> <br />1.5 “Primary Agreement” means the Addendum to which this exhibit is attached. <br /> <br />1.6 “Security Vulnerability” means a flaw or weakness in system security procedures, design, <br />implementation, or internal controls that could be exercised (accidentally triggered or intentionally <br />exploited) and result in a security breach such that data is compromised, manipulated or stolen or the <br />system damaged. <br /> <br />1.7 “Software” (i) means proprietary software in object code format, and adaptations, translations, de- <br />compilations, disassemblies, emulations, or derivative works of such software; (ii) means any <br />modifications, enhancements, new versions and new releases of the software provided by Motorola; and <br />(iii) may contain one or more items of software owned by a third party supplier. The term "Software" does <br />not include any third party software provided under separate license or third party software not licensable <br />under the terms of this Agreement. <br /> <br />Section 2 SCOPE <br /> <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 proprietary software and affiliated documentation. <br /> <br />Section 3 GRANT OF LICENSE <br /> <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 /> <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 />49