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DocuSign Envelope ID:6238A53D-OA42-4044-8114-B0293B0548FF <br /> EXHIBIT A <br /> MOTOROLA SOFTWARE LICENSE AGREEMENT <br /> This Exhibit A Motorola Software License Agreement ("Agreement") is between Motorola Solutions, Inc. <br /> ("Motorola") and Orange County, North Carolina ("Licensee"). <br /> For good and valuable consideration, the parties agree as follows: <br /> Section 1 DEFINITIONS <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 /> 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 /> 1.3 "Open Source Software" means software with either freely obtainable source code, license for <br /> modification, or permission for free distribution. <br /> 1.4 "Open Source Software License" means the terms or conditions under which the Open Source <br /> Software is licensed. <br /> 1.5 "Primary Agreement" means the Addendum to which this exhibit is attached. <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 /> 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 /> Section 2 SCOPE <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 /> Section 3 GRANT OF LICENSE <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 /> 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 /> Subscription Services Agreement v.10.18.18 <br /> 23 <br />