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the Open Source Software and provide Licensee a copy of the applicable Open Source Software License (or specify
<br />where that license may be found); and, (iii) provide Licensee a copy of the Open Source Software source code,
<br />without charge, I it is publicly available (although distribution fees may be applicable).
<br />Section 4 LIMITATIONS ON USE
<br />4.1. Licensee may use the Software only for Licensee's internal business purposes and only in accordance with the
<br />Documentation. Any other use of the Software is strictly prohibited. Without limiting the general nature of these
<br />restrictions, Licensee will not make the Software available for use by third parties on a "time sharing," "application
<br />service provider," or "service bureau" basis or for any other similar commercial rental or sharing arrangement.
<br />4.2. Licensee will not, and will not allow or enable any third party to: (i) reverse engineer, disassemble, peel
<br />components, decompile, reprogram or otherwise reduce the Software or any portion to a human perceptible form
<br />or otherwise attempt to recreate the source code; (ii) modify, adapt, create derivative works of, or merge the
<br />Software; (iii) copy, reproduce, distribute, lend, or lease the Software or Documentation to any third party, grant any
<br />sublicense or other rights in the Software or Documentation to any third party, or take any action that would cause
<br />the Software or Documentation to be placed in the public domain; (iv) remove, or in any way alter or obscure, any
<br />copyright notice orother notice of Motorola's proprietary rights; (v) provide, copy, transmit, disclose, divulge or make
<br />the Software or Documentation available to, or permit the use of the Software by any third party or on any machine
<br />except as expressly authorized by this Agreement; or (vi) use, or permit the use of, the Software in a manner that
<br />would result in the production of a copy of the Software solely by activating a machine containing the Software.
<br />Licensee may make one copy of Software to be used solely for archival, back-up, or disaster recovery purposes;
<br />provided that Licensee may not operate that copy of the Software at the same time as the original Software is being
<br />operated. Licensee may make as many copies of the Documentation as it may reasonably require for the internal
<br />use of the Software.
<br />4.3. Unless otherwise authorized by Motorola in writing, Licensee will not, and will notenable or allow any third party
<br />to: (i) install a licensed copy of the Software on more than one unit of a Designated Product; or (ii) copy onto or
<br />transfer Software installed in one unit of a Designated Product onto one other device. Licensee may temporarily
<br />transfer Software installed on a Designated Product to another device if the Designated Product is inoperable or
<br />malfunctioning, if Licensee provides written notice to Motorola of the temporary transfer and identifies the device
<br />on which the Software is transferred. Temporary transfer of the Software to another device must be discontinued
<br />when the original Designated Product is returned to operation and the Software must be removed from the other
<br />device. Licensee must provide prompt written notice to Motorola at the time temporary transfer is discontinued.
<br />4.4. When using Motorola's Radio Service Software ("RSS"), Licensee must purchase a separate license for each
<br />location at which Licensee uses RSS. Licensee's use of RSS at a licensed location does not entitle Licensee to
<br />use or access RSS remotely. Licensee may make one copy of RSS for each licensed location. Licensee shall
<br />provide Motorola with a list of all locations at which Licensee uses or intends to use RSS upon Motorola's request.
<br />4.5. Licensee will maintain, during the term of this Agreement and for a period of two years thereafter, accurate
<br />records relating to this license grant to verify compliance with this Agreement. Motorola or an independent third
<br />party ("Auditor") may inspect Licensee's premises, books and records, upon reasonable prior notice to Licensee,
<br />during Licensee's normal 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 by Motorola and the
<br />Auditor will be kept in strict confidence by Motorola and the Auditor and used solely for the purpose of verifying
<br />Licensee's compliance with the terms of this Agreement.
<br />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 />Use ordls 1..m of thk pmposal Is subject Customer Name Long
<br />M the restrictions on the "dion cover page.
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