MOTOROLA CREDIT CORPORATION AND MOTOROLA SOLUTIONS -2015

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Notwithstanding Section 7.1 of the Price Book, during the Warranty Period, Motorola warrants that the Equipment under normal use and service will be free from material defects in materials and workmanship. If System Acceptance is delayed beyond six (6) months after shipment of the Equipment by events or causes within the City's control, this warranty expires eighteen (18) months after the shipment of the Equipment. Notwithstanding Section 7.1 of the Price Book, during the Warranty Period, Motorola warrants the Motorola Software in accordance with the terms of the Software License Agreement and the provisions of this Section 13 that are applicable to the Motorola Software. If System Acceptance is delayed beyond six (6) months after shipment of the Motorola Software by events or causes within the City's control, this warranty expires eighteen (18) months after the shipment of the Motorola Software. Motorola warrants that the services will be performed in a good and workmanlike manner for 90 days from the date of performance. Sections 7.3 (warranty exclusions), 7.4 (warranty claims), 7.7 (end user), and 7.9 (warranty disclaimers) of the Price Book apply to this transaction. 14. Force Majeure: Consistent with Section 9 of the Price Book, neither Party will be liable for its non - performance or delayed performance if caused by a Force Majeure, A Party that becomes aware of a, Force Majeure that will significantly delay performance will notify the other Party promptly (but in no event later than fifteen days) after it discovers the Force Majeure. If a Force Majeure occurs, the Parties will execute a change order to extend the Performance Schedule for a time period that is reasonable under the circumstances. The term "Force Majeure" means an event, circumstance, or act of a third party that is beyond a Party's reasonable control (c.g., an act of God, an act of the public enemy, an act of a government entity, strikes or other labor disturbances, hurricanes, earthquakes, fires, floods, epidemics, embargoes, war, and riots), If the City (including its other contractors) delays the Performance Schedule, it will make the promised payments according to the Payment Schedule as if no delay occurred; and the Parties will execute a change order to extend the Performance Schedule and may agree to additional compensation, 15. Protection of Confidential Information.: During the term of this Agreement, the Parties may provide each other with Confidential Information. The term "Confidential Information" means any information that is disclosed in written, graphic, verbal, or machine - recognizable form, and is marked, designated, or identified at the time of disclosure as being confidential or its equivalent; or if the information is in verbal form, it is identified as confidential at the time of disclosure and is confirmed in writing within thirty (30) days of the disclosure. Confidential Information does not include any information that: is or becomes publicly known through no wrongful act of the receiving Party; is already known to the receiving Party without restriction when it is disclosed; is or becomes, rightfully and without breach of this Agreement, in the receiving Party's possession without any obligation restricting disclosure; is independently developed by the receiving Party without breach of this Agreement; subject to the requirements of any applicable public records law; or is explicitly approved for release by written authorization of the disclosing Party. Subject to the requirements of any applicable public records law, each Party will: maintain the confidentiality of the other Party's Confidential hnformation and not disclose it to any third party, except as authorized by the disclosing Party in writing or as required by a court of competent jurisdiction; restrict disclosure of the Confidential Information to its employees who have a "need to know" and not copy or reproduce the Confidential City of Santa Ana 02 Apol 2015 MC07500 P25 Dispatch Migration and Subscrihors Use or disclosure of this proposal Is subject to the restrictions on the cover page. 4) Motorola Solutions Confidential Rastrlcted Terms and Conditlons 8 -4