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Product; or (ii) copy onto or transfer Software installed in one unit of a Designated Product onto one
<br />other device. Licensee may temporarily transfer Software installed on a Designated Product to another
<br />device if the Designated Product is inoperable or malfunctioning, if Licensee provides written notice to
<br />Motorola of the temporary transfer and identifies the device on which the Software is transferred.
<br />Temporary transfer of the Software to another device must be discontinued when the original
<br />Designated Product is returned to operation and the Software must be removed from the other device.
<br />Licensee must provide prompt written notice to Motorola at the time temporary transfer is discontinued.
<br />4.4. When using Motorola's Radio Service Software ( "RSS "), Licensee must purchase a separate
<br />license for each location at which Licensee uses RSS. Licensee's use of RSS at a licensed location does
<br />not entitle Licensee to use or access RSS remotely, Licensee may make one copy of RSS for each
<br />licensed location. Licensee shall provide Motorola with a list of all locations at which Licensee uses or
<br />intends to use RSS upon Motorola's request.
<br />4.5. Licensee will maintain, during the term of this Agreement and for a period of two years
<br />thereafter, accurate records relating to this license grant to verify compliance with this Agreement.
<br />Motorola or an independent third party ( "Auditor ") may inspect Licensee's premises, books and records,
<br />upon reasonable prior notice to Licensee, during Licensee's normal business hours and subject to
<br />Licensee's facility and Security regulations. Motorola is responsible for the payment of all expenses and
<br />costs of the Auditor. Any information obtained by Motorola and the Auditor will be kept in strict
<br />confidence by Motorola and the Auditor and used solely for the purpose of verifying Licensee's
<br />compliance with the terms of this Agreement.
<br />Section S OWNERSHIP AND TITLE
<br />Motorola, its licensors, and its suppliers retain all of their proprietary rights in any form in and to the
<br />Software and Documentation, including, but not limited to, all rights in patents, patent applications,
<br />inventions, copyrights, trademarks, trade secrets, trade names, and other proprietary rights in or relating
<br />to the Software and Documentation (including any corrections, bug fixes, enhancements, updates,
<br />modifications, adaptations, translations, de- compilations, disassemblies, emulations to or derivative
<br />works from the Software or Documentation, whether made by Motorola or another party, or any
<br />improvements that result from Motorola's processes or, provision of information services), No rights
<br />are granted to Licensee under this Agreement by implication, estoppel or otherwise, except for those
<br />rights which are expressly granted to Licensee in this Agreement, All intellectual property developed,
<br />originated, or prepared by Motorola in connection with providing the Software, Designated Products,
<br />Documentation or related services, remains vested exclusively in Motorola., and Licensee will not have
<br />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)
<br />days from Motorola's shipment of the Software (the "Warranty Period "). If Licensee is not in breach of
<br />any of its obligations under this Agreement, Motorola warrants that the unmodified Software, when used
<br />properly and in accordance with the Documentation and this Agreement, will be free from a
<br />reproducible defect that eliminates the functionality or successful operation of a feature critical to the
<br />primary functionality or successful operation of the Software. Whether a defect occurs will be
<br />determined by Motorola solely with reference to the Documentation. Motorola does not warrant that
<br />Licensee's use of the Software or the Designated Products will be uninterrupted, error -free, completely
<br />City of Santa Ana 02 April 2015
<br />MCC7500 P25 Dispatch Migration and Subscribers Use or disclosure of this proposal Is subject
<br />to the restrictions on the cover page,
<br />Motorola Solutions Confidential Restricted Terms and Conditions 817
<br />55A -149
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