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DocuSign Envelope ID:OOB45902-20C1-429E-A892-A6E653D76171 <br /> Section 2 SCOPE <br /> Motorola and Licensee enter into this Agreement in connection with Motorola's delivery of certain proprietary <br /> Software or products containing embedded or pre-loaded proprietary Software, or both. This Agreement <br /> contains the terms and conditions of the license Motorola is providing to Licensee, and Licensee's use of <br /> the Software and 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 grants <br /> to Licensee a personal, limited, non-transferable (except as permitted in Section 7) and nonexclusive <br /> license under Motorola's copyrights and Confidential Information (as defined in the Primary Agreement) <br /> embodied in the Software to use the Software, in object code form, and the Documentation solely in <br /> connection with Licensee's use of the Designated Products. This Agreement does not grant any rights to <br /> source code. <br /> 3.2. If the Software licensed under this Agreement contains or is derived from Open Source Software, the <br /> terms and conditions governing the use of such Open Source Software are in the Open Source Software <br /> Licenses of the copyright owner and not this Agreement. If there is a conflict between the terms and <br /> conditions of this Agreement and the terms and conditions of the Open Source Software Licenses governing <br /> Licensee's use of the Open Source Software,the terms and conditions of the license grant of the applicable <br /> Open Source Software Licenses will take precedence over the license grants in this Agreement. If <br /> requested by Licensee, Motorola will use commercially reasonable efforts to: (i) determine whether any <br /> Open Source Software is provided under this Agreement; (ii)identify the Open Source Software and provide <br /> Licensee a copy of the applicable Open Source Software License (or specify where that license may be <br /> found); and, (iii) provide Licensee a copy of the Open Source Software source code, without charge, if it is <br /> publicly available (although distribution fees may be applicable). <br /> Section 4 LIMITATIONS ON USE <br /> 4.1. Licensee may use the Software only for Licensee's internal business purposes and only in accordance <br /> with the Documentation. Any other use of the Software is strictly prohibited. Without limiting the general <br /> nature of these restrictions, Licensee will not make the Software available for use by third parties on a"time <br /> sharing," "application service provider," or"service bureau" basis or for any other similar commercial rental <br /> or sharing arrangement. <br /> 4.2. Licensee will not, and will not allow or enable any third party to: (i) reverse engineer, disassemble, peel <br /> components, decompile, reprogram or otherwise reduce the Software or any portion to a human perceptible <br /> form or otherwise attempt to recreate the source code; (ii) modify, adapt, create derivative works of, or <br /> merge the Software; (iii) copy, reproduce, distribute, lend, or lease the Software or Documentation to any <br /> third party, grant any sublicense or other rights in the Software or Documentation to any third party, or take <br /> any action that would cause the Software or Documentation to be placed in the public domain; (iv) remove, <br /> or in any way alter or obscure, any copyright notice or other notice of Motorola's proprietary rights; (v) <br /> provide, copy, transmit, disclose, divulge or make the Software or Documentation available to,or permit the <br /> use of the Software by any third party or on any machine except as expressly authorized by this Agreement; <br /> or (vi) use, or permit the use of, the Software in a manner that would result in the production of a copy of <br /> the Software solely by activating a machine containing the Software. Licensee may make one copy of <br /> Software to be used solely for archival, backup, or disaster recovery purposes; provided that Licensee may <br /> not operate that copy of the Software at the same time as the original Software is being operated. Licensee <br /> may make as many copies of the Documentation as it may reasonably require for the internal use of the <br /> Software. <br /> Motorola Apttus/Contract No.250484 Page 12 v.12-14-2018 <br />