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4.5. Licensee will maintain, during the term of this Agreement and for a period of two years
<br />thereafter, accurate records relating to this license grant to verify compliance with this
<br />Agreement. Motorola or an independent third parry ( "Auditor ") may inspect Licensee's
<br />premises, books and records, upon reasonable prior notice to Licensee, during Licensee's normal
<br />business hours and subject to Licensee's facility and security regulations. Motorola is
<br />responsible for the payment of all expenses and costs of the Auditor. Any information obtained
<br />by Motorola and the Auditor will be kept in strict confidence by Motorola and the Auditor and
<br />used solely for the purpose of verifying Licensee's compliance with the terms of this Agreement.
<br />Section 5 OWNERSHIP AND TITLE
<br />Motorola, its licensors, and its Motorolas retain all of their proprietary rights in any form in and
<br />to the Software and Documentation, including, but not limited to, all rights in patents, patent
<br />applications, inventions, copyrights, trademarks, trade secrets, trade names, and other proprietary
<br />rights in or relating to the Software and Documentation (including any corrections, bug fixes,
<br />enhancements, updates, modifications, adaptations, translations, de- compilations, disassemblies,
<br />emulations to or derivative works from the Software or Documentation, whether made by
<br />Motorola or another parry, or any improvements that result from Motorola's processes or,
<br />provision of information services). No rights are granted to Licensee under this Agreement by
<br />implication, estoppel or otherwise, except for those rights which are expressly granted to
<br />Licensee in this Agreement. All intellectual property developed, originated, or prepared by
<br />Motorola in connection with providing the Software, Designated Products, Documentation or
<br />related services, remains vested exclusively in Motorola, and Licensee will not have any shared
<br />development or other intellectual property rights.
<br />Section 6 LIMITED WARRANTY; DISCLAIMER OF WARRANTY
<br />6.1. The commencement date and the term of the Software warranty will be a period of ninety
<br />(90) days from Motorola's shipment of the Software (the "Warranty Period "). If Licensee is not
<br />in breach of any of its obligations under this Agreement, Motorola warrants that the unmodified
<br />Software, when used properly and in accordance with the Documentation and this Agreement,
<br />will be free from a reproducible defect that eliminates the functionality or successful operation of
<br />a feature critical to the primary functionality or successful operation of the Software. Whether a
<br />defect occurs will be determined by Motorola solely with reference to the Documentation.
<br />Motorola does not warrant that Licensee's use of the Software or the Designated Products will be
<br />uninterrupted, error -free, completely free of Security Vulnerabilities, or that the Software or the
<br />Designated Products will meet Licensee's particular requirements. Motorola makes no
<br />representations or warranties with respect to any third party software included in the Software.
<br />6.2 Motorola's sole obligation to Licensee and Licensee's exclusive remedy under this
<br />warranty is to use reasonable efforts to remedy any material Software defect covered by this
<br />warranty. These efforts will involve either replacing the media or attempting to correct
<br />significant, demonstrable program or documentation errors or Security Vulnerabilities. If
<br />Motorola cannot correct the defect within a reasonable time, then at Motorola's option, Motorola
<br />will replace the defective Software with functionally- equivalent Software, license to Licensee
<br />substitute Software which will accomplish the same objective, or terminate the license and
<br />refund the Licensee's paid license fee.
<br />6.3. Warranty claims are described in the Primary Agreement.
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