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DocuSign Envelope ID:C360A51DD-00137-461 F-A616-1309026FOB45 <br /> EXHIBIT A <br /> SOFTWARE LICENSE AGREEMENT <br /> This Exhibit A Software License Agreement ("Agreement") is between Motorola Solutions, Inc. ("Motorola") and <br /> Orange County("Licensee"). 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 the <br /> Software and Documentation is licensed for use. <br /> 1.2 "Documentation" means product and software documentation that specifies technical and performance <br /> features and capabilities, and the user, operation and training manuals for the Software (including all physical or <br /> 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 Software <br /> is licensed. <br /> 1.5 "Primary Agreement" means the agreement to which this exhibit is attached. <br /> 1.6 "Security Vulnerability" means a flaw or weakness in system security procedures, design, implementation, <br /> or internal controls that could be exercised (accidentally triggered or intentionally exploited) and result in a <br /> security breach such that data is compromised, manipulated or stolen or the 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 modifications, <br /> enhancements, new versions and new releases of the software provided by Motorola; and (iii) may contain one or <br /> more items of software owned by a third party supplier. The term "Software" does not include any third party <br /> software provided under separate license or third party software not licensable 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 proprietary <br /> Software or products containing embedded or pre-loaded proprietary Software, or both. This Agreement contains <br /> the terms and conditions of the license Motorola is providing to Licensee, and Licensee's use of the Software and <br /> 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 non-exclusive license <br /> under Motorola's copyrights and Confidential Information (as defined in the Primary Agreement) embodied in the <br /> Software to use the Software, in object code form, and the Documentation solely in connection with Licensee's <br /> use of the Designated Products. This Agreement does not grant any rights to 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 conditions of <br /> this Agreement and the terms and conditions of the Open Source Software Licenses governing Licensee's use of <br /> the Open Source Software, the terms and conditions of the license grant of the applicable Open Source Software <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 4-9 <br />