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DocuSign Envelope ID:6238A53D-OA42-4044-8114-B0293B0548FF <br /> EQUIPMENT SALE ADDENDUM <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 /> 1. Exhibits <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 /> Exhibit A Motorola "Software License Agreement" <br /> Exhibit B Motorola "Proposal/Quote dated June 29, 2018"or"Payment Schedule", as applicable. <br /> 2. DEFINITIONS <br /> All capitalized terms not otherwise defined herein shall have the same meaning as defined in the Primary <br /> Agreement. <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 /> 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 /> 2.3. "Equipment' means the equipment listed in the Equipment List that Customer purchases from <br /> Motorola pursuant to this Addendum. <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 /> 2.5. "Motorola Software" means Software that Motorola or its affiliated company owns. <br /> 2.6. "Non-Motorola Software" means Software that another party owns. <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 /> 2.8. "Products" mean the Equipment and Software sold by Motorola under this Addendum. <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 /> 2.10. "Software" means the Motorola Software and Non-Motorola Software in object code format that is <br /> furnished with the Equipment. <br /> Subscription Services Agreement v.10.18.18 <br /> 17 <br />