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DEVICE MANAGEMENT AGREEMENT This Device Management Agreement ( "Agreement "), dated as of ,2014 (the "Effective Date "), is made by and between Motorola Solutions, Inc. ( "Motorola "), a Delaware Corporation with its main offices located at 1301 Algonquin Rd. Schaumburg, Illinois 60196, and ( "Customer "), with offices at . Motorola and Customer may be referred to individually herein as a Party or together as Parties. In consideration of the mutual promises and the other terms and conditions contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: 1. SCOPE OF AGREEMENT Motorola will provide to Customer the Motorola Provided System and related services for its use in exchange for a annual recurring charge ( "ARC "). Motorola will provide to Customer the Motorola Provided System, services and Deliverables (if any) set forth in the Statement(s) of Work, attached as Exhibit A or in Statements of Work executed by the Parties in the future ( "Services "). 2. DEFINITIONS. Capitalized terms used in this Agreement (including any Appendices or SOWs) have the meaning set forth in this section. Other capitalized terms are defined by the context in which they are used. "Affiliate" means, with respect to each Party, any individual or entity (e.g., a corporation, subsidiary, limited liability company, partnership, etc.) that, at the applicable time, directly or indirectly controls, is controlled with or by or is under common control with, a Party. "Agreement" means this Device Management Agreement including all: (i) SOWs, (ii) Appendices, (iii) other attachments hereto, and (iv) other documents incorporated herein by reference. "Applicable Laws" means any applicable laws, regulations, ordinances, or court or administrative orders or decrees of any federal, state, local or other governmental unit that has jurisdiction in the given circumstances, related directly to the subject matter of this Agreement (including governmental units of countries other than the United States, to the extent Services are provided from such countries). "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 Motorola Solutions, Inc. Device Management Agreement- Confidential 10/14/14 Page 1 Attachment number 1 G -2 Page 323