Orange County NC Website
DocuSign Envelope ID:OOB45902-20C1-429E-A892-A6E653D76171 <br /> Communications Products Agreement <br /> Motorola Solutions, Inc. ("Motorola") and Orange County, North Carolina ("Customer") enter into this <br /> "Agreement," pursuant to which Customer will purchase and Motorola will sell the Products, as described <br /> below. Motorola and Customer may be referred to individually as a"Party"and collectively as the"Parties." <br /> For good and valuable consideration, the Parties agree as follows: <br /> Section 1 EXHIBITS <br /> The exhibits listed below are incorporated into and made a part of this Agreement. In interpreting this <br /> Agreement and resolving any ambiguities, the main body of this Agreement takes precedence over the <br /> exhibits and any inconsistency between the exhibits will be resolved in their listed order. <br /> Exhibit A Motorola "Software License Agreement" <br /> Exhibit B Motorola Proposal/Quote dated October 26, 2018 <br /> Section 2 DEFINITIONS <br /> Capitalized terms used in this Agreement have the following meanings: <br /> 2.1. "Confidential Information" means all information consistent with the fulfillment of this agreement <br /> form, being clearly designated, labeled or marked as confidential or its equivalent or(ii)obtained by that is <br /> (i)disclosed under this agreement in oral, written, graphic, machine recognizable, and/or sample <br /> examination, testing or analysis of any hardware, software or any component part thereof provided by <br /> discloser to recipient. The nature and existence of this agreement are considered Confidential Information. <br /> Confidential information that is disclosed orally must be identified as confidential at the time of disclosure <br /> and confirmed by the discloser by submitting a written document to the recipient within thirty(30)days after <br /> such disclosure. The written document must contain a summary of the Confidential Information disclosed <br /> with enough specificity for identification purpose and must be labeled or marked as confidential or its <br /> equivalent. <br /> 2.2."Contract Price"means the price for the Products,excluding applicable sales or similar taxes and freight <br /> charges. <br /> 2.3. "Effective Date" means that date upon which the last Party executes this Agreement. <br /> 2.4. "Equipment"means the equipment listed in the List of Products that Customer purchases from Motorola <br /> under this Agreement. <br /> 2.5. "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 /> 2.6. "Infringement Claim" means a third party claim alleging that the Equipment manufactured by Motorola <br /> or the Motorola Software directly infringes a United States patent or copyright. <br /> 2.7. "Motorola Software" means Software that Motorola or its affiliated company owns. <br /> 2.8. "Non-Motorola Software" means Software that another party owns. <br /> Motorola Apttus/Contract No.250484 Page 1 v.12-14-2018 <br />