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free of Security Vulnerabilities, or that the Software or the Designated Products will meet Licensee's <br />particular requirements. Motorola makes no representations or warranties with respect to any third party <br />software included in the Software. <br />6.2 Motorola's sole obligation to Licensee and Licensee's exclusive remedy under this warranty is to <br />use reasonable efforts to remedy any material Software defect covered by this warranty. These efforts <br />will involve either replacing the media or attempting to correct significant, demonstrable program or <br />doclumentation errors or Security Vulnerabilities. If Motorola cannot correct the defect within a <br />reasonable time, then at Motorola's option, Motorola will replace the defective Software with <br />functionally- equivalent Software, license to Licensee substitute Software which will accomplish the <br />same objective, or terminate the license and refund the Licensee's paid 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 <br />all other warranties (express or implied, oral or written) with respect to the Software or Documentation, <br />including, without limitation, any and all implied warranties of condition, title, non- infringement, <br />merchantability, or fitness for a particular purpose or use by Licensee (whether or not Motorola knows, <br />has reason to know, has been advised, or is otherwise aware of any such purpose or use), whether arising <br />by law, by reason of custom or usage of trade, or by course of dealing. In addition, Motorola disclaims <br />any warranty to any person other than Licensee with respect 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 <br />written consent. Motorola's consent may be withheld at its discretion and may be conditioned upon <br />transferee paying all applicable license fees and agreeing to be bound by this Agreement. If the <br />Designated Products are Motorola's radio products and Licensee transfers ownership of the Motorola <br />radio products to a third party, Licensee may assign its right to use the Software (other than RSS and <br />Motorola's FLASHport1 software) which is embedded in or furnished for use with the radio products <br />and the related Documentation; provided that Licensee transfers all copies of the Software and <br />Documentation to the transferee, and Licensee and the transferee sign a transfer form to be provided by <br />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 <br />is signed by both parties and will continue for the life of the Designated Products with which or for <br />which the Software and Documentation have been provided by Motorola, unless Licensee breaches this <br />Agreement, in which case this Agreement and Licensee's right to use the Software and Documentation <br />may be terminated immediately upon notice by Motorola. <br />8.2 Within thirty (30) days after termination of this Agreement, Licensee must certify in writing to <br />Motorola that all copies of the Software have been removed or deleted from the Designated Products <br />and that all copies of the Software and Documentation have been returned to Motorola or destroyed by <br />Licensee and are no longer in use by Licensee. <br />City of Santa Ana <br />MCC7600 P25 Dispatch Migration and Subscribers <br />> Motorola Solutions Confidential Restricted <br />02 April 2015 <br />Use or disclosure of this proposal is subject <br />to the restrictions on the cover page. <br />Terms and Conditions 8 -18 <br />