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to a third party, Licensee may assign its right to use the Software (other than RSS and Motorola's <br /> FLASHport®software)which is embedded in or furnished for use with the radio products and the related <br /> Documentation; provided that Licensee transfers all copies of the Software and Documentation to the <br /> transferee, and Licensee and the transferee sign a transfer form to be provided by Motorola upon <br /> 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 <br /> is signed by both parties and will continue for the life of the Designated Products with which or for which <br /> the Software and Documentation have been provided by Motorola, unless Licensee breaches this <br /> Agreement, in which case this Agreement and Licensee's right to use the Software and Documentation <br /> may be terminated immediately upon notice by Motorola. <br /> 8.2 Within thirty (30) days after termination of this Agreement, Licensee must certify in writing to <br /> Motorola that all copies of the Software have been removed or deleted from the Designated Products and <br /> that all copies of the Software and Documentation have been returned to Motorola or destroyed by <br /> Licensee and are no longer in use by Licensee. <br /> 8.3 Licensee acknowledges that Motorola made a considerable investment of resources in the <br /> development, marketing, and distribution of the Software and Documentation and that Licensee's breach <br /> of this Agreement will result in irreparable harm to Motorola for which monetary damages would be <br /> inadequate. If Licensee breaches this Agreement, Motorola may terminate this Agreement and be <br /> entitled to all available remedies at law or in equity(including immediate injunctive relief and repossession <br /> of all non-embedded Software and associated Documentation unless Licensee is a Federal agency of the <br /> United States Government). <br /> Section 9 UNITED STATES GOVERNMENT LICENSING PROVISIONS <br /> This Section applies if Licensee is the United States Government or a United States Government agency. <br /> Licensee's use, duplication or disclosure of the Software and Documentation under Motorola's copyrights <br /> or trade secret rights is subject to the restrictions set forth in subparagraphs (c)(1) and (2) of the <br /> Commercial Computer Software-Restricted Rights clause at FAR 52.227-19 (JUNE 1987), if applicable, <br /> unless they are being provided to the Department of Defense. If the Software and Documentation are <br /> being provided to the Department of Defense, Licensee's use, duplication, or disclosure of the Software <br /> and Documentation is subject to the restricted rights set forth in subparagraph (c)(1)(ii) of the Rights in <br /> Technical Data and Computer Software clause at DFARS 252.227-7013 (OCT 1988), if applicable. The <br /> Software and Documentation may or may not include a Restricted Rights notice, or other notice referring <br /> to this Agreement. The provisions of this Agreement will continue to apply, but only to the extent that they <br /> are consistent with the rights provided to the Licensee under the provisions of the FAR or DFARS <br /> mentioned above, as applicable to the particular procuring agency and procurement transaction. <br /> Section 10 CONFIDENTIALITY <br /> Licensee acknowledges that the Software and Documentation contain Motorola's valuable proprietary <br /> and Confidential Information and are Motorola's trade secrets, and that the provisions in the Primary <br /> Agreement concerning Confidential Information apply. <br /> Section 11 LIMITATION OF LIABILITY <br /> The Limitation of Liability provision is described in the Primary Agreement. <br /> Section 12 NOTICES <br /> Notices are described in the Primary Agreement. <br /> StarCom CSA_05.09.13.doc 16 <br /> Motorola Contract No. <br />