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Software Licenses of the copyright owner and not this Agreement. If there is a conflict between the terms <br />and conditions of this Agreement and the terms and conditions of the Open Source Software Licenses <br />governing Licensee's use of the Open Source Software, the terms and conditions of the license grant of <br />the applicable Open Source Software Licenses will take precedence over the license grants in this <br />Agreement. If requested by Licensee, Motorola will use commercially reasonable efforts to: (i) determine <br />whether any Open Source Software is provided under this Agreement; (ii) identify the Open Source <br />Software and provide Licensee a copy of the applicable Open Source Software License (or specify where <br />that license may be found); and, (iii) provide Licensee a copy of the Open Source Software source code, <br />without charge, if it is publicly available (although distribution fees may be applicable). <br />Section 4 LIMITATIONS ON USE <br />4.1. Licensee may use the Software only for Licensee's internal business purposes and only in <br />accordance with the Documentation. Any other use of the Software is strictly prohibited. Without limiting <br />the general nature of these restrictions, Licensee will not make the Software available for use by third <br />parties on a "time sharing," "application service provider," or "service bureau" basis or for any other <br />similar commercial rental or sharing arrangement. <br />4.2. Licensee will not, and will not allow or enable any third party to: (i) reverse engineer, <br />disassemble, peel components, decompile, reprogram or otherwise reduce the Software or any portion to <br />a human perceptible form or otherwise attempt to recreate the source code; (ii) modify, adapt, create <br />derivative works of, or merge the Software; (iii) copy, reproduce, distribute, lend, or lease the Software or <br />Documentation to any third party, grant any sublicense or other rights in the Software or Documentation <br />to any third party, or take any action that would cause the Software or Documentation to be placed in the <br />public domain; (iv) remove, or in any way alter or obscure, any copyright notice or other notice of <br />Motorola's proprietary rights; (v) provide, copy, transmit, disclose, divulge or make the Software or <br />Documentation available to, or permit the use of the Software by any third party or on any machine <br />except as expressly authorized by this Agreement; or (vi) use, or permit the use of, the Software in a <br />manner that would result in the production of a copy of the Software solely by activating a machine <br />containing the Software. Licensee may make one copy of Software to be used solely for archival, back- <br />up, or disaster recovery purposes; provided that Licensee may not operate that copy of the Software at <br />the same time as the original Software is being operated. Licensee may make as many copies of the <br />Documentation as it may reasonably require for the internal use of the Software. <br />4.3. Unless otherwise authorized by Motorola in writing, Licensee will not, and will not enable or allow <br />any third party to: (i) install a licensed copy of the Software on more than one unit of a Designated <br />Product; or (ii) copy onto or transfer Software installed in one unit of a Designated Product onto one other <br />device. Licensee may temporarily transfer Software installed on a Designated Product to another device <br />if the Designated Product is inoperable or malfunctioning, if Licensee provides written notice to Motorola <br />of the temporary transfer and identifies the device on which the Software is transferred. Temporary <br />transfer of the Software to another device must be discontinued when the original Designated Product is <br />returned to operation and the Software must be removed from the other device. Licensee must provide <br />prompt written notice to Motorola at the time temporary transfer is discontinued. <br />4.4. When using Motorola's Customer Programming Software ( "CPS "), Licensee must purchase a <br />separate license for each location at which Licensee uses CPS. Licensee's use of CPS at a licensed <br />location does not entitle Licensee to use or access CPS remotely. Licensee may make one copy of CPS <br />for each licensed location. Licensee shall provide Motorola with a list of all locations at which Licensee <br />uses or intends to use CPS upon Motorola's request. <br />4.5. Licensee will maintain, during the term of this Agreement and for a period of two years thereafter, <br />accurate records relating to this license grant to verify compliance with this Agreement. Motorola or an <br />independent third party ( "Auditor") may inspect Licensee's premises, books and records, upon reasonable <br />prior notice to Licensee, during Licensee's normal business hours and subject to Licensee's facility and <br />security regulations. Motorola is responsible for the payment of all expenses and costs of the Auditor. <br />Any information obtained by Motorola and the Auditor will be kept in strict confidence by Motorola and the <br />Motorola Apttus /Contract No. Page 11 v. 8 -16 -2016 <br />Attachment number 3 \n <br />F -11 Page 140 <br />