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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, and <br />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 with <br />the Documentation and this Agreement, will be free from a reproducible defect that eliminates the functionality or <br />successful operation of a feature critical to the primary functionality or successful operation of the Software. <br />Whether a defect occurs will be determined by Motorola solely with reference to the Documentation. Motorola does <br />not warrant that Licensee's use of the Software or the Designated Products will be uninterrupted, error -free, <br />completely free of Security Vulnerabilities, or that the Software or the Designated Products will meet Licensee's <br />particular requirements. Motorola makes no representations or warranties with respect to any third party software <br />included in the Software. <br />6.2 Motorola's sole obligation to Licensee and Licensee's exclusive remedy under this warranty is to use reasonable <br />efforts to remedy any material Software defect covered by this warranty. These efforts will involve either replacing <br />the media or attempting to correct significant, demonstrable program or documentation errors or Security <br />Vulnerabilities. If 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 substitute Software <br />which will accomplish the same objective, or terminate the license and refund the Licensee's paid license fee. <br />6.3. 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 all 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 consent. <br />Motorola's consent may be withheld at its discretion and may be conditioned upon transferee paying all applicable <br />license fees and agreeing to be bound by this Agreement. If the Designated Products are Motorola's radio products <br />and Licensee transfers ownership of the Motorola radio products to a third party, Licensee may assign its right to <br />use the Software (other than RSS and Motorola's FLASHport® software) which is embedded in or furnished for use <br />with the radio products and the related Documentation; provided that Licensee transfers all copies of the Software <br />and Documentation to the transferee, and Licensee and the transferee sign a transfer form to be provided by <br />Motorola upon request, obligating the transferee to be bound by this Agreement. <br />Section 8 TERM AND TERMINATION <br />8.1 Licensee's right to use the Software and Documentation will begin when the Primary Agreement is signed by <br />both parties and will continue for the life of the Designated Products with which or for which the Software and <br />Documentation have been provided by Motorola, unless Licensee breaches this Agreement, in which case this <br />Agreement and Licensee's right to use the Software and Documentation may be terminated immediately upon <br />notice by Motorola. <br />8.2 Within thirty (30) days after termination of this Agreement, Licensee must certify in writing to Motorola that all <br />copies of the Software have been removed or deleted from the Designated Products and that all copies of the <br />Software and Documentation have been returned to Motorola or destroyed by Licensee and are no longer in use <br />by Licensee. <br />August 2018 Use or dlscbsure or this proposal is subject <br />to the restrictuns on the cover Pape. <br />® Motorola Solutions Confidential Restricted Contractual Docuraentdffon 315 <br />F-9 Page 228 <br />