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DocuSign Envelope ID:C360A51DD-00137-461 F-A616-1309026FOB45
<br /> Documentation, including, but not limited to, all rights in patents, patent applications, inventions, copyrights,
<br /> trademarks, trade secrets, trade names, and other proprietary rights in or relating to the Software and
<br /> Documentation (including any corrections, bug fixes, enhancements, updates, modifications, adaptations,
<br /> translations, de-compilations, disassemblies, emulations to or derivative works from the Software or
<br /> Documentation, whether made by Motorola or another party, or any improvements that result from Motorola's
<br /> processes or, provision of information services). No rights are granted to Licensee under this Agreement by
<br /> implication, estoppel or otherwise, except for those rights which are expressly granted to Licensee in this
<br /> Agreement. All intellectual property developed, originated, or prepared by Motorola in connection with providing
<br /> the Software, Designated Products, Documentation or related services, remains vested exclusively in Motorola,
<br /> and Licensee will not have any shared development or other intellectual 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 from
<br /> Motorola's shipment of the Software (the "Warranty Period"). If Licensee is not in breach of any of its obligations
<br /> under this Agreement, Motorola warrants that the unmodified Software, when used properly and in accordance
<br /> with the Documentation and this Agreement, will be free from a reproducible defect that eliminates the
<br /> functionality or successful operation of a feature critical to the primary functionality or successful operation of the
<br /> Software. Whether a defect occurs will be determined by Motorola solely with reference to the Documentation.
<br /> Motorola does not warrant that Licensee's use of the Software or the Designated Products will be uninterrupted,
<br /> error-free, completely free of Security Vulnerabilities, or that the Software or the Designated Products will meet
<br /> Licensee's particular requirements. Motorola makes no representations or warranties with respect to any third
<br /> party software included in the Software.
<br /> 6.2 Motorola's sole obligation to Licensee and Licensee's exclusive remedy under this warranty is to use
<br /> reasonable efforts to remedy any material Software defect covered by this warranty. These efforts will involve
<br /> either replacing the media or attempting to correct significant, demonstrable program or documentation errors or
<br /> Security Vulnerabilities. If Motorola cannot correct the defect within a reasonable time, then at Motorola's option,
<br /> Motorola will replace the defective Software with functionally-equivalent Software, license to Licensee substitute
<br /> Software which will accomplish the same objective, or terminate the license and refund the Licensee's paid
<br /> license fee.
<br /> 6.3. Warranty claims are described in the Primary Agreement.
<br /> 6.4. The express warranties set forth in this Section 6 are in lieu of, and Motorola disclaims, any and all other
<br /> warranties (express or implied, oral or written) with respect to the Software or Documentation, including, without
<br /> limitation, any and all implied warranties of condition, title, non-infringement, merchantability, or fitness for a
<br /> particular purpose or use by Licensee (whether or not Motorola knows, has reason to know, has been advised, or
<br /> is otherwise aware of any such purpose or use), whether arising by law, by reason of custom or usage of trade, or
<br /> by course of dealing. In addition, Motorola disclaims any warranty to any person other than Licensee with respect
<br /> to the Software or Documentation.
<br /> Section 7 TRANSFERS
<br /> Licensee will not transfer the Software or Documentation to any third party without Motorola's prior written
<br /> consent. Motorola's consent may be withheld at its discretion and may be conditioned upon transferee paying all
<br /> applicable license fees and agreeing to be bound by this Agreement. If the Designated Products are Motorola's
<br /> radio products and Licensee transfers ownership of the Motorola radio products to a third party, Licensee may
<br /> assign its right to use the Software (other than RSS and Motorola's FLASHport®software) which is embedded in
<br /> or furnished for use with the radio products and the related Documentation; provided that Licensee transfers all
<br /> copies of the Software and Documentation to the transferee, and Licensee and the transferee sign a transfer form
<br /> to be provided by Motorola upon request, obligating the transferee to be bound by this Agreement.
<br /> Section 8 TERM AND TERMINATION
<br /> 8.1 Licensee's right to use the Software and Documentation will begin when the Primary Agreement is signed
<br /> by both parties and will continue for the life of the Designated Products with which or for which the Software and
<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 4-11
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