R2008-94 ACCEPTING PROPOSAL AND AUTHORIZING USER AGREEMENT, SYSTEM MANAGEMENT AGREEMENT & COMMUNICATIONS SYSTEM AGREEMENT

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2.8. "Infringement Claim" means a third party claim alleging that the Equipment manufactured by Motorola or the Motorola Software infringes upon the third party's United States patent or copyright. 2.9. "Motorola Software" means Software that Motorola or its affiliated company owns. 2.10. "Non-Motorola Software" means Software that another party owns. 2.11. Intentionally Deleted 2.12. "Proprietary Rights" means the patents, patent applications, inventions, copyrights, trade secrets, trademarks, trade names, mask works, know-how, and other intellectual property rights in and to the Equipment and Software, including those created or produced by Motorola under this Agreement and any corrections, bug fixes, enhancements, updates or modifications to or derivative works from the Software whether made by Motorola or another party. 2.13. "Software" means the Motorola Software and Non-Motorola Software in object code format that is furnished with the System or Equipment. 2.14. "Specifications" means the functionality and performance requirements that are described in the Technical and Implementation Documents. 2.15. "Subsystem" means a major part of the System that performs specific functions or operations. Subsystems are described in the Technical and Implementation Documents. 2.16. "System" means the Equipment, Software, and incidental hardware and materials that are combined together into an integrated system; the System is more fully described in the Technical and Implementation Documents. 2.17. "System Acceptance" means the Acceptance Tests have been successfully completed. 2.18. "Warranty Period" means one (1) year from the date of System Acceptance or Beneficial Use, whichever occurs first. Section 3 SCOPE OF AGREEMENT AND TERM 3.1. SCOPE OF WORK. Motorola will provide, install and test the System, and perform its other contractual responsibilities, all in accordance with this Agreement. Customer will perform its contractual responsibilities in accordance with this Agreement. 3.2. CHANGE ORDERS. Either Party may request changes within the general scope of this Agreement. If a requested change causes an increase or decrease in the cost or time required to perform this Agreement, the Parties will agree to an equitable adjustment of the Contract Price, Pertormance Schedule, or both, and will reflect the adjustment in a change order. Neither Party is obligated to perform requested changes unless both Parties execute a written change order. 3.3. TERM, Unless terminated in accordance with other provisions of this Agreement or extended by mutual agreement of the Parties, the term of this Agreement begins on the Effective Date and continues until the date of Final Project Acceptance or expiration of the Warranty Period, whichever occurs last. 3.4. ADDITIONAL EQUIPMENT OR SOFTWARE. For three (3) years after the Effective Date, Customer may order additional Equipment or Software if it is then available. Each order must refer to this Agreement and must specify the pricing and delivery terms. Notwithstanding any additional or contrary terms in the order, the applicable provisions of this Agreement (except for pricing, delivery, passage of title and risk of loss to Equipment, warranty commencement, and payment terms) will govern the purchase and sale of the additionai Equipment or Software. Title and risk of loss to additional Equipment will pass at shipment, warranty will commence upon delivery, and payment is due within twenty (20) days CSA.NoESS.FINAL.4-8-OS 2 Motorola Contract No.08-17033/LF