MOTOROLA CREDIT CORPORATION AND MOTOROLA SOLUTIONS -2015

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3.6 Non - Motorola Software. Any Non- Motorola Software is licensed to Customer in accordance with the standard license, terms, and restrictions of the copyright owner on the Effective Date unless the copyright owner has granted to Motorola the right to sublicense the Non - Motorola Software pursuant to the Software License Agreement, in which case it applies and the copyright owner will have all of Licensor's rights and protections under the Software License Agreement. Motorola makes no representations or warranties of any kind regarding Non - Motorola Software. Non - Motorola Software may include Open Source Software. All Open Source Software is licensed to Customer in accordance with, and Customer agrees to abide by, the provisions of the standard license of the copyright owner and not the Software License Agreement. Upon request by Customer, Motorola will use commercially reasonable efforts to determine whether any Open Source Software will be provided under this Agreement; and if so, identify the Open Source Software and provide to Customer a copy of the applicable standard license (or specify where that license may be found); and provide to Customer a copy of the Open Source Software source code if it is publicly available without charge (although a distribution fee or a charge for related services maybe applicable). 3.7 Motorola Software. Any Motorola Software, including subsequent releases, is licensed to Customer solely in accordance with the Software License Agreement, Customer hereby accepts and agrees to abide by all of the terms and restrictions of the Software License Agreement. TO THE EXTENT, IF ANY, THAT THERE IS A SEPARATE LICENSE AGREEMENT PACKAGED WITH, OR PROVIDED ELECTRONICALLY WITH, A PARTICULAR PRODUCT THAT BECOMES EFFECTIVE ON AN ACT OF ACCEPTANCE BY THE END USER, THEN THAT AGREEMENT SUPERCEDES THIS SOFTWARE LICENSE AGREEMENT AS TO THE END USER OF EACH SUCH PRODUCT. Section 4 Payment Requirements 4.1 Ternus of Payment. Motorola will submit to Customer invoices for Equipment or Software when they are delivered. Customer will make payments to Motorola within thirty (30) days after receipt of Motorola's invoice. Customer will make payments when due in the form of a check, cashier's check, or wire transfer drawn on a U.S. financial institution. Payments made by Customer shall not preclude the right of Customer from thereafter disputing any Equipment billed under this Agreement and shall not be construed as acceptance of the Products. 4.2 Freight, Title and Risk of Loss. All freight charges will be pre -paid by Motorola and added to the invoices. Title and risk of loss to the Equipment will pass to Customer upon delivery to Customer, except that title to Software will not pass to Customer at any time. Motorola will pack and ship all Products in accordance with good commercial practices. 4.3 Invoicing Instructions. As a condition of payment of any invoice, the Customer must receive an invoice in an acceptable format, including Motorola's Federal I.D. number and the California seller's permit number, if applicable, In addition, sufficient itemization and /or description, including the serial numbers of any equipment items, must appear on the invoice. Dollar amounts, extensions and totals must be correct. 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. I) Motorola solutions Confidential Restricted Terms and Conditions 8.23