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<br /> � ASTRO 25 System Upgrade Agreement II ("SUA 11")
<br /> Motorola Solutions, Inc. ("Motorola"), and Decatur Police Dept. ("Customer") enter into this "Agreement,°
<br /> pursuant to which Customer will purchase and Motorola will sell the Products and services, as described
<br /> below. Motorola and Customer may be referred to individuaily as a °Party" and collectively as the
<br /> "Parties." For good and valuable consideration,the Parties agree as follows:
<br /> Section 1 EXHIBITS
<br /> The exhibits listed below are incorporated into and made a part of this Agreement. In interpreting this
<br /> Agreement and resolving any ambiguities, the main body of this Agreement takes precedence over the
<br /> exhibits and any inconsistency between the exhibits will be resolved in their listed order.
<br /> Exhibit A Motorola°Software License Agreement"
<br /> Exhibit B °ASTRO 25 System Upgrade Agreement II Statement of Work"dated May 1,2013
<br /> Exhibit C °Pricing"dated Nov 14, 2013
<br /> Section 2 DEFINITIONS
<br /> Capitalized terms used in this Agreement have the following meanings:
<br /> 2.1. °Confidential Information" means any information that is disclosed in written, graphic, verbal, or
<br /> machine-recognizable form, and is marked, designated, or identified at the time of disclosure as being
<br /> confidential or its equivalent; or if the information is in verbal form, it is identified as confidential at the time
<br /> of disclosure and is confirmed in writing within thirty (30) days of the disclosure. Confidential Information
<br /> does not include any information that: is or becomes publicly known through no wrongful act of the
<br /> receiving Party; is already known to the receiving Party without restriction when it is disclosed; is or
<br /> becomes, rightfully and without breach of this Agreement, in the receiving Party's possession without any
<br /> ! obligation restricting disclosure; is independently developed by the receiving Party without breach of this
<br /> � Agreement;or is explicitly approved for release by written authorization of the disclosing Party.
<br /> 2.2. "Contract Price° means the price for the purchased period of SUA II coverage, excluding
<br /> applicable sales or similar taxes and freight charges.
<br /> 2.3. "Effective Date"means that date upon which the last Party executes this Agreement.
<br /> 2.4. "Equipment"means the equipment provided by Motorola under this Agreement.
<br /> 2.5. "Force Majeure° means an event, circumstance, or act of a third party that is beyond a Party's
<br /> reasonable control (e.g., an act of God, an act of the public enemy, an act of a government entity, strikes
<br /> or other labor disturbances, hurricanes, earthquakes,fires,floods,epidemics, embargoes,war, and riots).
<br /> 2.6. °Infringement Claim" means a third party claim alleging that the Equipment manufactured by
<br /> Motorola or the Motorola Software directly infringes a United States patent or copyright.
<br /> 2.7. "Motorola Software"means Software that Motorola or its a�liated company owns.
<br /> 2.8: "Non-Motorola Software"means Software that another party owns.
<br /> 2.9. "Open Source Software"(also called"freeware'or"shareware°) means software with either freely
<br /> obtainable source code, license for modification, or permission for free distribution.
<br /> 2.10. "Products"means the Equipment and Software provided by Motorola under this Agreement.
<br /> 2.11. "Proprietary Rights" means the patents, patent applications, inventions, copyrights, trade secrets,
<br /> trademarks, trade names, mask works, know-how, and other intellectual property rights in and to the
<br /> �`
<br /> Motorola.SUA t1.10-16-13.doac 1
<br /> Motorola Contract No.S00001022804
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