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Section 5 OWNERSHIP AND TITLE
<br />Motorola, its licensors, and its suppliers retain all of their proprietary rights in any form in and to the Software and
<br />Documentation, including, but not limited to, all rights in patents, patent applications, Inventions, copyrights,
<br />trademarks, trade secrets, trade names, and other proprietary rights in or relating to the Software and
<br />Documentation (including any corrections, bug fixes, enhancements„ updates, modifications, adaptations,
<br />translations, de- compilations, disassemblies, emulations to or derivative works from the Software or
<br />Documentation, whether made by Motorola or another party, or any improvements that result from Motorola's
<br />processes or, 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 Licensee in this
<br />Agreement. All intellectual property developed, originated, or prepared by Motorola in connection with providing
<br />the Software, Designated Products, Documentation or related services, remains vested exclusively in Motorola,
<br />and Licensee will not have any shared 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 (90) days from
<br />Motorola's shipment of the Software (the "Warranty Period "). If Licensee is not In breach of any of its obligations
<br />under this Agreement, Motorola warrants that the unmodified Software, when used properly and in accordance
<br />with the Documentation and this Agreement, will be free from a reproducible defect that eliminates the
<br />functionality or successful operation of a feature critical to the primary functionality or successful operation of the
<br />Software. Whether a 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 uninterrupted,
<br />error -free, completely free of Security Vulnerabilities, or that the Software or the Designated Products will meet
<br />Licensee's particular requirements. Motorola makes no representations or warranties with respect to any third
<br />party software included in the Software.
<br />6.2 Motorola's sole obligation to Licensee and Licensee's exclusive remedy under this warranty is to use
<br />reasonable efforts to remedy any material Software defect covered by this warranty. These efforts will involve
<br />either replacing the media or attempting to correct significant, demonstrable program or documentation errors or
<br />Security Vulnerabilities. If Motorola cannot correct the defect within a reasonable time, then at Motorola's option,
<br />Motorola will replace the defective Software with functionally - equivalent Software, license to Licensee substitute
<br />Software which will accomplish the same objective, or terminate the license and refund the Licensee's paid
<br />license fee.
<br />6,1 Warranty claims are described in the Primary Agreement.
<br />6.4. The express warranties set forth in this Section 6 are in lieu of, and Motorola disclaims, any and ail other
<br />warranties (express or implied, oral or written) with respect to the Software or Documentation, including, without
<br />limitation, any and all implied warranties of condition, title, non - infringement, merchantability, or fitness for a
<br />particular purpose or use by Licensee (whether or not Motorola knows, has reason to know, has been advised, or
<br />is otherwise aware of any such purpose or use), whether arising by law, by reason of custom or usage of trade, or
<br />by course of dealing. In addition, Motorola disclaims any warranty to any person other than Licensee with respect
<br />to the Software or Documentation.
<br />Section 7 TRANSFERS
<br />Licensee will not transfer the Software or Documentation to any third party without Motorola's prior written
<br />consent. Motorola's consent may be withheld at its discretion and may be conditioned upon transferee paying all
<br />applicable license fees and agreeing to be bound by this Agreement. If the Designated Products are Motorola's
<br />radio products and Licensee transfers ownership of the Motorola radio products to a third party, Licensee may
<br />assign its right to use the Software (other than RSS and Motorola's FLASHport@ software) which is embedded In
<br />or furnished for use with the radio products and the related Documentation, provided that Licensee transfers all
<br />copies of the Software and Documentation to the transferee, and Licensee and the transferee sign a transfer form
<br />to be provided by Motorola upon request, obligating the transferee to be bound by this Agreement.
<br />Cabarrus County, N.C. July 19, 2413
<br />6 Channel Expansion Use or disclosure of this proposal is subject
<br />to the restrictions on the cover page.
<br />in Attachment number 1
<br />Motorola Solutions Confidential Restricted Contractual Documentation 7 -14
<br />F -3 Page 185
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