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DocuSign Envelope ID:C360A51DD-00137-461 F-A616-1309026FOB45
<br /> SECTION 4
<br /> SUAIII Agreement
<br /> Motorola Solutions, Inc. ("Motorola") and Orange County, ("Customer") enter into this "Agreement," pursuant to
<br /> which Customer will purchase and Motorola will sell the System Upgrade Services, as described below. Motorola
<br /> and Customer may be referred to individually as a "Party" and collectively as the "Parties." For good and valuable
<br /> 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 Agreement
<br /> and resolving any ambiguities, the main body of this Agreement takes precedence over the exhibits and any
<br /> inconsistency between Exhibits A through C will be resolved in their listed order.
<br /> Exhibit A Motorola Software License Agreement
<br /> Exhibit B Motorola's Proposal, SUAIII Statement of Work
<br /> Exhibit C Pricing and Payment Schedule
<br /> Section 2 DEFINITIONS AND INTERPRETATION
<br /> 2.1. "Confidential Information" means all information consistent with the fulfillment of this Agreement that is (i)
<br /> disclosed under this Agreement in oral, written, graphic, machine recognizable, and/or sample form, being clearly
<br /> designated, labeled or marked as confidential or its equivalent or (ii) obtained by examination, testing or analysis
<br /> of any hardware, software or any component part thereof provided by discloser to recipient. The nature and
<br /> existence of this Agreement are considered Confidential Information. Confidential Information, that is disclosed
<br /> orally must be identified as confidential at the time of disclosure and confirmed by the discloser by submitting a
<br /> written document to the recipient within thirty (30) days after such disclosure. The written document must contain
<br /> a summary of the Confidential Information disclosed with enough specificity for identification purpose and must be
<br /> labeled or marked as confidential or its equivalent.
<br /> 2.2. "Effective Date" means that date upon which the last Party executes this Agreement.
<br /> 2.3. "Equipment" means the equipment that is specified in the attachments or is subsequently added to this
<br /> Agreement.
<br /> 2.4. "Force Majeure" means an event, circumstance, or act of a third party that is beyond a Party's reasonable
<br /> control (e.g., an act of God, an act of the public enemy, an act of a government entity, strikes or other labor
<br /> disturbances, hurricanes, earthquakes, fires, floods, epidemics, embargoes, war, and riots).
<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") means software with either freely
<br /> obtainable source code, license for modification, or permission for free distribution.
<br /> 2.8 "Proprietary Rights" means the patents, patent applications, inventions, copyrights, trade secrets,
<br /> trademarks, trade names, mask works, know-how, and other intellectual property rights in and to the Equipment,
<br /> and Software, including those created or produced by Motorola under this Agreement and any corrections, bug
<br /> fixes, enhancements, updates or modifications to or derivative works from the Software whether made by
<br /> Motorola or another party.
<br /> 2.9 "Services" means those installation, maintenance, support, training, and other services described in this
<br /> Agreement.
<br /> VIPER SUAIII 22 Feburary 2019
<br /> Lifecycle Sustainment Services Use or disclosure of this proposal is subject
<br /> to the restrictions on the cover page.
<br /> © Motorola Solutions Confidential Restricted Lifecycle Management Pricing 4-1
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