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DocuSign Envelope ID:OOB45902-20C1-429E-A892-A6E653D76171
<br /> 4.3. Unless otherwise authorized by Motorola in writing, Licensee will not, and will not enable or allow any
<br /> third party to: (i) install a licensed copy of the Software on more than one unit of a Designated Product; or
<br /> (ii) copy onto or transfer Software installed in one unit of a Designated Product onto one other device.
<br /> Licensee may temporarily transfer Software installed on a Designated Product to another device if the
<br /> Designated Product is inoperable or malfunctioning, if Licensee provides written notice to Motorola of the
<br /> temporary transfer and identifies the device on which the Software is transferred. Temporary transfer of
<br /> the Software to another device must be discontinued when the original Designated Product is returned to
<br /> operation and the Software must be removed from the other device. Licensee must provide prompt written
<br /> notice to Motorola at the time temporary transfer is discontinued.
<br /> 4.4.When using Motorola's Customer Programming Software("CPS"), Licensee must purchase a separate
<br /> license for each location at which Licensee uses CPS. Licensee's use of CPS at a licensed location does
<br /> not entitle Licensee to use or access CPS remotely. Licensee may make one copy of CPS for each licensed
<br /> location. Licensee shall provide Motorola with a list of all locations at which Licensee uses or intends to
<br /> use CPS upon Motorola's request.
<br /> 4.5. Licensee will maintain, during the term of this Agreement and for a period of two years thereafter,
<br /> accurate records relating to this license grant to verify compliance with this Agreement. Motorola or an
<br /> independent third party("Auditor") may inspect Licensee's premises, books and records, upon reasonable
<br /> prior notice to Licensee, during Licensee's normal business hours and subject to Licensee's facility and
<br /> security regulations. Motorola is responsible for the payment of all expenses and costs of the Auditor. Any
<br /> information obtained by Motorola and the Auditor will be kept in strict confidence by Motorola and the Auditor
<br /> and used solely for the purpose of verifying Licensee's compliance with the terms of this Agreement.
<br /> Section 5 OWNERSHIP AND TITLE
<br /> Motorola, its licensors, and its suppliers retain all of their proprietary rights in any form in and to the Software
<br /> and Documentation, including, but not limited to, all rights in patents, patent applications, inventions,
<br /> copyrights, trademarks, trade secrets, trade names, and other proprietary rights in or relating to the
<br /> Software and Documentation (including any corrections, bug fixes, enhancements, updates, modifications,
<br /> adaptations, translations, de-compilations, disassemblies, emulations to or derivative works from the
<br /> Software or Documentation, whether made by Motorola or another party, or any improvements that result
<br /> from Motorola's processes or, provision of information services). No rights are granted to Licensee under
<br /> this Agreement by implication, estoppel or otherwise, except for those rights which are expressly granted
<br /> to Licensee in this Agreement. All intellectual property developed, originated, or prepared by Motorola in
<br /> connection with providing the Software, Designated Products, Documentation or related services, remains
<br /> vested exclusively in Motorola, and Licensee will not have any shared development or other intellectual
<br /> property rights.
<br /> Section 6 LIMITED WARRANTY; DISCLAIMER OF WARRANTY
<br /> 6.1. The commencement date and the term of the Software warranty will be a period of ninety (90) days
<br /> from Motorola's shipment of the Software (the "Warranty Period"). If Licensee is not in breach of any of its
<br /> obligations under this Agreement, Motorola warrants that the unmodified Software,when used properly and
<br /> in accordance with the Documentation and this Agreement, will be free from a reproducible defect that
<br /> eliminates the functionality or successful operation of a feature critical to the primary functionality or
<br /> successful operation of the Software. Whether a defect occurs will be determined by Motorola solely with
<br /> reference to the Documentation. Motorola does not warrant that Licensee's use of the Software or the
<br /> Designated Products will be uninterrupted, error-free, completely free of Security Vulnerabilities, or that the
<br /> Software or the Designated Products will meet Licensee's particular requirements. Motorola makes no
<br /> representations or warranties with respect to any third party software included in the Software.
<br /> Motorola Apttus/Contract No.250484 Page 13 v.12-14-2018
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