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EXHIBIT BA <br />SOFTWARE LICENSE AGREEMENT <br />This Software License Agreement ( "SLA Agreement ") is between Motorola Solutions, Inc., <br />( "Motorola "), and ( "Licensee "). <br />For good and valuable consideration, the parties agree as follows: <br />Section 1 DEFINITIONS <br />1.1 "Designated Products" means products provided by Motorola to Licensee with which or <br />for which the Software and Documentation is licensed for use. <br />1.2 "Documentation" means product and software documentation that specifies technical and <br />performance features and capabilities, and the user, operation and training manuals for the <br />Software (including all physical or electronic media upon which such information is provided). <br />1.3 "Open Source Software" means software with either freely obtainable source code, <br />license for modification, or permission for free distribution. <br />1.4 "Open Source Software License" means the terms or conditions under which the Open <br />Source Software is licensed. <br />1.5 "Primary Agreement" means the agreement to which this exhibit is attached. <br />1.6 "Security Vulnerability" means a flaw or weakness in system security procedures, design, <br />implementation, or internal controls that could be exercised (accidentally triggered or <br />intentionally exploited) and result in a security breach such that data is compromised, <br />manipulated or stolen or the system damaged. <br />1.7 "Software" (i) means proprietary software in object code format, and adaptations, <br />translations, de- compilations, disassemblies, emulations, or derivative works of such software; <br />(ii) means any modifications, enhancements, new versions and new releases of the software <br />provided by Motorola; and (iii) may contain one or more items of software owned by a third <br />party Motorola. The term "Software" does not include any third party software provided under <br />separate license or third party software not licensable under the terms of this Agreement. <br />Section 2 SCOPE <br />Motorola and Licensee enter into this Agreement in connection with Motorola's delivery of <br />certain proprietary Software or products containing embedded or pre- loaded proprietary <br />Software, or both. This Agreement contains the terms and conditions of the license Motorola is <br />providing to Licensee, and Licensee's use of the Software and Documentation. <br />Section 3 GRANT OF LICENSE <br />3.1. Subject to the provisions of this Agreement and the payment of applicable license fees, <br />Motorola grants to Licensee a personal, limited, non - transferable (except as permitted in Section <br />7) and non - exclusive license under Motorola's copyrights and Confidential Information (as <br />defined in the Primary Agreement) embodied in the Software to use the Software, in object code <br />form, and the Documentation solely in connection with Licensee's use of the Designated <br />Products. This Agreement does not grant any rights to source code. <br />3.2. If the Software licensed under this Agreement contains or is derived from Open Source <br />Software, the terms and conditions governing the use of such Open Source Software are in the <br />Open Source Software Licenses of the copyright owner and not this Agreement. If there is a <br />conflict between the terms and conditions of this Agreement and the terms and conditions of the <br />Motorola Solutions, Inc. Device Management Agreement- Confidential 10/14/14 <br />Page 21 <br />Attachment number 1 <br />G -2 Page 354 <br />