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AG 2018 09 17
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AG 2018 09 17
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Last modified
5/8/2019 7:18:45 PM
Creation date
5/2/2019 12:14:31 PM
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Meeting Minutes
Doc Type
Agenda
Meeting Minutes - Date
9/17/2018
Board
Board of Commissioners
Meeting Type
Regular
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Exhibit A <br />SOFTWARE LICENSE AGREEMENT <br />This Exhibit A Software License Agreement ("Agreement") is between Motorola Solutions, Inc., ("Motorola"), and <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 for which the Software <br />and Documentation is licensed for use. <br />1.2 "Documentation" means product and software documentation that specifies technical and performance features <br />and capabilities, and the user, operation and training manuals for the Software (including all physical or electronic <br />media upon which such information is provided). <br />1.3 "Open Source Software" means software with either freely obtainable source code, license for modification, or <br />permission for free distribution. <br />1.4 "Open Source Software License" means the terms or conditions under which the Open Source Software is <br />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, implementation, or <br />internal controls that could be exercised (accidentally triggered or intentionally exploited) and result in a security <br />breach such that data is compromised, manipulated or stolen or the system damaged. <br />1.7 "Software" (i) means proprietary software in object code format, and adaptations, translations, de -compilations, <br />disassemblies, emulations, or derivative works of such software; (ii) means any modifications, enhancements, new <br />versions and new releases of the software provided by Motorola; and (iii) may contain one or more items of software <br />owned by a third party supplier. 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 certain proprietary <br />Software or products containing embedded or pre -loaded proprietary Software, or both. This Agreement contains <br />the terms and conditions of the license Motorola is providing to Licensee, and Licensee's use of the Software and <br />Documentation. <br />Section 3 GRANT OF LICENSE <br />3.1. Subject to the provisions of this Agreement and the payment of applicable license fees, Motorola grants to <br />Licensee a personal, limited, non -transferable (except as permitted in Section 7) and non-exclusive license under <br />Motorola's copyrights and Confidential Information (as defined in the Primary Agreement) embodied in the Software <br />to use the Software, in object code form, and the Documentation solely in connection with Licensee's use of the <br />Designated 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 Software, the terms <br />and conditions governing the use of such Open Source Software are in the Open Source Software Licenses of the <br />copyright owner and not this Agreement. If there is a conflict between the terms and conditions of this Agreement <br />and the terms and conditions of the Open Source Software Licenses governing Licensee's use of the Open Source <br />Software, the terms and conditions of the license grant of the applicable Open Source Software Licenses will take <br />precedence over the license grants in this Agreement. If requested by Licensee, Motorola will use commercially <br />reasonable efforts to: (i) determine whether any Open Source Software is provided under this Agreement; (ii) identify <br />Auguet 2018 J. or dbcbsure or this proposal's subject <br />to the res rdio s on the cover Pape. <br />® Motorola$olutions Contldential Restdcted Contractual Documentation 313 <br />F-9 Page 226 <br />
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