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4.5. Licensee will maintain, during the term of this Agreement and for a period of two years thereafter,
<br /> accurate records relating to this license grant to verify compliance with this Agreement. Motorola or an
<br /> independent third party ("Auditor") may inspect Licensee's premises, books and records, upon reasonable
<br /> prior notice to Licensee, during Licensee's normal business hours and subject to Licensee's facility and
<br /> security regulations. Motorola is responsible for the paymeni of ali expenses and costs of the Auditor. '
<br /> Any information obtained by Motorola and the Auditor will be kept in strict confidence by Motorola and the
<br /> Auditor and used solely for the purpose of verifying Licensee's compliance with the terms of this
<br /> 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
<br /> Software and Documentation, including, but not limited to, all rights in patents, patent applications,
<br /> inventions, copyrights, trademarks, trade secrets, trade names, and other proprietary rights in or relating
<br /> ta the Software and Documentation (including any corrections, bug fixes, enhancements, updates,
<br /> modifications, adaptations, translations, de-compilations, disassemblies, emulations to or derivative works
<br /> from the Software or pocumentation, whether made by Motorola or another party, or any improvements
<br /> that result from Motorola's processes or, provision of information services). No rights are granted to
<br /> Licensee under this Agreement by implication, estoppel or otherwise, except for those rights which are
<br /> expressly granted to Licensee in this Agreement. All intellectual property developed, originated, or
<br /> prepared by Motorola in connection with providing the Software, Designated Products, Documentation or
<br /> related services, remains vested exclusively in Motorola, and Licensee will not have any shared
<br /> 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)
<br /> days from Motorola's shipment of the Software (the "Warranty Period"). If Licensee is not in breach of
<br /> any of its obligations under this Agreement, Motorola warrants that the unmodified Software, when used
<br /> properly and in accordance with the Documentation and this Agreement, will be free from a reproducible
<br /> defect that eliminates the functionality or successful operation of a feature critical to the primary
<br /> functionality or successful operation of the Software. Whether a defect occurs will be determined by
<br /> Motorola solely with reference to the Documentation. Motorola does not warrant that Licensee's use of
<br /> the Software or the Designated Products will be uninterrupted, error-free, completely free of Security
<br /> Vulnerabilities, or that the Software or the Designated Products will meet Licensee's particular
<br /> 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
<br /> use reasonable efforts to remedy any material Software defect covered by this warranty. These efforts
<br /> will involve either replacing the media or attempting to correct significant, demonstrable program or
<br /> documentation errors or Security Vulnerabilities. If Motorola cannot correct the defect within a reasonable
<br /> time, then at Motorola's option, Motorola will replace the defective Software with functionally-equivalent
<br /> Software, license to Licensee substitute Software which will accomplish the same objective, or terminate
<br /> 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,
<br /> any and all other warranties (express or implied, oral or written)with respect to the Software or
<br /> Documentation, including,without limitation, any and all implied warranties of condition,title,
<br /> non-infringement, merchantability, or fitness for a particular purpose or use by Licensee (whether
<br /> or not Motorola knows, has reason to know, has been advised, or is otherwise aware of any such
<br /> purpose or use),whether arising by law, by reason of custom or usage of trade, or by course of
<br /> CSA.NoESS.FINAL.4-8-OS 3
<br /> Motorola Contract No. 08-17033/LF
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