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Communications Products Agreement Lease Purchase Motorola Solutions, Inc. ( "Motorola ") and Cabarrus County, North Carolina ( "Customer ") enter into this "Agreement," pursuant to which Customer will purchase and Motorola will sell the Products, as described below. Motorola and Customer may be referred to individually as a "Party" and collectively as the "Parties." For good and valuable consideration, the Parties agree as follows: Section 1 EXHIBITS The exhibits listed below are incorporated into and made a part of this Agreement. In interpreting this Agreement and resolving any ambiguities, the main body of this Agreement takes precedence over the exhibits and any inconsistency between the exhibits will be resolved in their listed order. Exhibit A Motorola "Software License Agreement" Exhibit B Motorola Proposal /Quote dated August , 2016 Section 2 DEFINITIONS Capitalized terms used in this Agreement have the following meanings: 2.1. "Confidential Information" means all information consistent with the fulfillment of this agreement that is (i) disclosed under this agreement in oral, written, graphic, machine recognizable, and /or sample form, being clearly designated, labeled or marked as confidential or its equivalent or (ii) obtained by examination, testing or analysis of any hardware, software or any component part thereof provided by discloser to recipient. The nature and existence of this agreement are considered Confidential Information. Confidential information that is disclosed orally must be identified as confidential at the time of disclosure and confirmed by the discloser by submitting a written document to the recipient within thirty (30) days after such disclosure. The written document must contain a summary of the Confidential Information disclosed with enough specificity for identification purpose and must be labeled or marked as confidential or its equivalent. 2.2. "Contract Price" means the price for the Products, excluding applicable sales or similar taxes and freight charges. 2.3. "Effective Date" means that date upon which the last Party executes this Agreement. 2.4. "Equipment" means the equipment listed in the List of Products that Customer purchases from Motorola under this Agreement. 2.5. "Force Majeure" means an event, circumstance, or act of a third party that is beyond a Party's reasonable control (e.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). 2.6. "Infringement Claim" means a third party claim alleging that the Equipment manufactured by Motorola or the Motorola Software directly infringes a United States patent or copyright. 2.7. "Motorola Software" means Software that Motorola or its affiliated company owns. 2.8. "Non- Motorola Software" means Software that another party owns. 2.9. "Open Source Software" (also called "freeware" or "shareware ") software with either freely obtainable source code, license for modification, or permission for free distribution. 2.10. "Products" mean the Equipment and Software provided by Motorola under this Agreement. Motorola Apttus /Contract No. Page 1 v. 8 -16 -2016 Attachment number 3 \n F -11 Page 130