MOTOROLA CREDIT CORPORATION AND MOTOROLA SOLUTIONS -2015

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"Infringement Claim" means a third -patty claim alleging that the Equipment manufactured by Motorola or the Motorola Software infringes upon the third - party's United States patent or copyright "Motorola Software" means Software that Motorola owns. "Non- Motorola Software" means Software that a party other than Motorola owns. "Price Book" means the Orange County Price Boole dated May 21, 2010 (Exhibit A). "Proprietary Rights" means the patents, patent applications, inventions, copyrights, trade secrets, trade marks, trade names, mask works, know -how, and other intellectual property rights in and to the Equipment and Software, including those created or produced by Motorola render this Agreement and any corrections, bug fixes, enhancements, updates or modifications to or derivative works from the Software made by Motorola or another party. "Software" means the Motorola and Non - Motorola Software in object code format that is furnished with the Equipment. "Software License Agreement" means the agreement in Exhibit B, Section 3 Ternas of the Agreement 3,1 Terms of Purchase. This Agreement shall apply only to purchases of Equipment that occur on or after the Effective Date. 3.2 Controlling Terms and Conditions. This Agreement, including all Exhibits, constitutes the entire agreement of the Parties regarding the subject matter of the Agreement and supersedes all previous agreements, proposals, and understandings, whether written or oral, relating to this subject matter. This Agreement may be amended or modified only by a written instrument signed by authorized representatives of both Parties. The preprinted terms and conditions found on any Customer purchase order, acknowledgment or other form will not be considered an amendment or modification of this Agreement, even if a representative of each Party signs that document. 3.3 Change Orders. Either party may request changes within the general scope of this Agreement. Neither party is obligated to perform requested changes unless both parties execute a written change order. 3.4 Term. Unless otherwise tenninated in accordance with the provisions of this Agreement or extended by mutual agreement of the parties, the term of this Agreement will begin on the Effective Date and shall continue until May 21, 2015. 3.5 Maintenance Service. This Agreement does not cover maintenance or support of the Equipment except as provided under the warranty. If Customer wishes to purchase maintenance or support, Motorola will provide a separate maintenance and support proposal upon request. City of Santa Ana MCC7500 P25 Dispatch Migration and Subscribers 02 April 2015 Use or disclosure of this proposal Is subject to the restrictions on the cover page. Motorola solutions Confidential Restricted Terms and Condltions &22