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MOTOROLA LICENSE AGREEMENT FOR MOTOROLA RADIO SERVICE SOFTWARE

IMPORTANT THIS IS A LICENSE AGREEMENT BETWEEN MOTOROLA, INC. (MOTOROLA) AND THE REGISTERD MOTOROLA CUSTOMER ON WHOSE BEHALF THIS LICENSE AGREEMENT IS ACCEPTED (LICENSEE). LICENSEE MUST READ AND AGREE TO THIS LICENSE AGREEMENT BEFORE LICENSEE CAN PURCHASE, DOWNLOAD, AND/OR USE THE APPLICABLE SOFTWARE.

THIS LICENSE AGREEMENT GOVERNS THE USE OF ALL MOTOROLA RADIO SERVICE SOFTWARE PURCHASED BY LICENSEE, AND ANY AND ALL UPDATES AND UPGRADES THERETO (COLLECTIVELY, THE SOFTWARE). IN ORDER FOR LICENSEE TO ORDER, PURCHASE, AND USE SUCH SOFTWARE, LICENSEE MUST AGREE TO THIS LICENSE AGREEMENT BY CLICKING ON THE ACCEPTS BUTTON BELOW. BY DOING SO, LICENSEE IS CONSENTING TO BE BOUND BY AND BECOME A PARTY TO THIS LICENSE AGREEMENT. IF LICENSEE DOES NOT AGREE TO ALL OF THE TERMS OF THIS LICENSE AGREEMENT, CLICK THE DO NOT ACCEPT BUTTON, IN WHICH EVENT LICENSEE WILL NOT BE ABLE TO USE SAID SOFTWARE.

THIS LICENSE AGREEMENT IS TERMINABLE UNDER CERTAIN CIRCUMSTANCES AND CONTAINS DISCLAIMERS OF WARRANTY AND LIMITATIONS OF LIABILITY. PLEASE READ CAREFULLY.

1. License.

A. Motorola hereby grants Licensee a limited, non-transferable, non-exclusive, object code license (without any right to sublicense) to use the Software, subject to the terms and conditions of this License Agreement. This grant of license includes the right to use any documentation (in such format) that Motorola determines to make available relating to such Software (any such documentation shall be included within the term Software as used herein).

B. Licensee shall be entitled, at no additional charge, to receive three (3) years of updates or upgrades for each Software product purchased in accordance with Motorolas update/upgrade policies in effect from time to time, but does not otherwise entitle Licensee to receive from Motorola any technical support or assistance. Any such support or other assistance may be obtained under separate agreement with Motorola in accordance with its then current terms, conditions, and rates. All decisions with respect to whether and/or when to issue updates/upgrades shall be at the sole discretion of Motorola.

2. Permitted Use.

A. Licensee is entitled to use the Software solely for the Licensee's internal business purposes at the Authorized Location(s) in connection with Licensee's legal use of Motorola-branded two-way radios which are compatible with the Software (Compatible Radios). The Authorized Location(s) is (are) the business location(s) set forth on the ordering form for the Software as the ship to (or similarly designated) location(s). Authorized Locations may be added upon written notice to Motorola and payment of the then-current license fee for an additional copy of the Software. Licensee may switch Authorized Locations on written notice to Motorola and certification that all copies of the Software at the previous Authorized Location has been irretrievably deleted or removed from all computers or storage media thereat.

B. Licensee may make a single copy of the Software for each Authorized Location. Licensee must reproduce all copyright, trademark, patent, and other proprietary legends, on such copies.

C. Notwithstanding the foregoing, the Software may be used on a portable or laptop computer at other than an Authorized Location; provided that

(i) use at the other location is temporary,

(ii) such use is solely by the Licensee for service to a customer of the Licensee or for service to equipment owned, controlled, or operated by Licensee,

(iii) the Software remains on the portable or lap-top computer and is not copied in any way onto any storage media or computer and

(iv) the other location is not a location from which the Licensee normally or regularly conducts business.

D. Licensee is responsible for all use and/or misuse of the Software, and compliance with the terms of this License Agreement, by its employees and agents.

3. License Fee.

Use of the Software is subject to the payment by Licensee, and Motorola's acceptance, of a one-time license fee per Authorized Location, as set forth in the then-current Motorola Americas Parts Division Price Book or other applicable Motorola Two-Way Radio Product Price Book. The license fee is due and payable in accordance with the terms and conditions previously agreed upon by Motorola and Licensee. Licensee shall be responsible for all sales, use, and excise taxes with respect to this License Agreement or the Software (not including any taxes based on Motorola's net income), unless Licensee furnishes Motorola with a certificate of exemption from payment of any such taxes in a form reasonably acceptable to Motorola.

4. Proprietary Rights.

Motorola retains title and full ownership rights in and to the Software, including all source code, copyrights, trademarks, patents, and trade secrets embodied therein, and all other rights not expressly granted to Licensee hereunder. Licensee has only a limited right to use the Software as set forth herein. Nothing in this License Agreement constitutes a waiver of any of Motorolas rights under the copyright laws or other proprietary rights laws of the United States or under any other federal, state, or foreign laws. If Licensee attempts to use, copy, or convey the Software in any manner contrary to the terms of this License Agreement, in competition with Motorola or in derogation of Motorola's proprietary rights, whether such rights are stated herein or otherwise (including deleting, altering or modifying any intellectual property notices or legends that may appear thereon), this License Agreement will be automatically terminated and Motorola shall have all rights and remedies available to it under applicable law, including without limitation, the right to immediate injunctive relief (Licensee hereby acknowledges that other remedies are inadequate).

5. Confidentiality and Restrictions on Use.

Licensee acknowledges that the Software constitutes confidential and proprietary information of Motorola. At all times (both during the term of this License Agreement and thereafter) Licensee must hold the Software in the strictest confidence and may not use the Software in any manner or for any purpose other than as permitted herein and shall not disclose the Software to, or allow use by, any person or entity other than employees or agents of Licensee. The Software may not be accessed through remote access. LICENSEE MAY NOT RENT, SUBLICENSE, LEASE, OR ASSIGN THE SOFTWARE TO OTHERS, AND LICENSEE MAY NOT ALTER, MODIFY, DECOMPILE, DISASSEMBLE, OR REVERSE ENGINEER THE SOFTWARE. Licensee agrees to keep any passwords which allow access to the Software confidential. Licensee will advise its employees and contractors of the confidential nature of the Software and passwords. Licensee agrees to notify Motorola immediately upon discovery of any unauthorized disclosure or use of the Software and to cooperate with Motorola in every reasonable way to help Motorola regain possession of the Software and/or to prevent further unauthorized use or disclosure of the Software.

6. No Warranty.

The Software is licensed AS IS, without warranty of any kind, and Motorola SPECIFICALLY DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES REGARDING THE SOFTWARE, INCLUDING WITHOUT LIMITATION, WARRANTIES THAT IT IS FREE OF DEFECTS, MERCHANTABLE, FIT FOR A PARTICULAR PURPOSE, OR NON-INFRINGING. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SOFTWARE IS BORNE BY LICENSEE. SHOULD THE SOFTWARE PROVE DEFECTIVE IN ANY RESPECT, LICENSEE ASSUMES THE ENTIRE COST OF ANY SERVICE AND REPAIR. IN ADDITION, ANY SECURITY MECHANISMS IMPLEMENTED BY THE SOFTWARE MAY HAVE INHERENT LIMITATIONS, AND LICENSEE MUST DETERMINE THAT THE SOFTWARE SUFFICIENTLY MEETS LICENSEES REQUIREMENTS. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS LICENSE AGREEMENT. NO USE OF THE SOFTWARE IS AUTHORIZED HEREUNDER EXCEPT UNDER THIS DISCLAIMER. MOTOROLA HAS NO OBLIGATION TO CORRECT ANY DEFECTS OR ERRORS IN THE SOFTWARE OR, UNLESS A SEPARATE AGREEMENT IS ENTERED INTO BETWEEN MOTOROLA AND LICENSEE, TO PROVIDE ANY SUPPORT OR MAINTENANCE SERVICES THEREFOR. NO EMPLOYEE, AGENT, REPRESENTATIVE, OR AFFILIATE OF MOTOROLA HAS ANY AUTHORITY TO BIND MOTOROLA TO ANY ORAL REPRESENTATIONS OR WARRANTY CONCERNING THE SOFTWARE. ANY WRITTEN REPRESENTATION OR WARRANTY NOT EXPRESSLY CONTAINED HEREIN WILL NOT BE ENFORCEABLE.

7. Limitation of Liability.

IN NO EVENT WILL MOTOROLA BE LIABLE TO LICENSEE OR ANY OTHER PARTY FOR

(i) ANY DIRECT DAMAGES, LOST PROFITS, LOSS OF USE, INTERRUPTION OF BUSINESS, LOSS OF DATA, OR ANY OTHER DAMAGE,

(ii) ANY CLAIM AGAINST LICENSEE BY ANY THIRD PARTY FOR DAMAGES OF ANY KIND, OR

(iii) ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, OR PUNITIVE DAMAGES OF ANY KIND, WHETHER IN TORT (INCLUDING NEGLIGENCE), CONTRACT, STRICT LIABILITY OR OTHERWISE, WHETHER OR NOT MOTOROLA SHALL HAVE BEEN ADVISED OF OR OTHERWISE MIGHT HAVE ANTICIPATED THE POSSIBILITY OF SUCH DAMAGES. LICENSEE FURTHER ACKNOWLEDGES THAT LICENSEE IS RESPONSIBLE FOR PROCURING ALL EQUIPMENT AND CONNECTIONS NECESSARY FOR LICENSEE'S USE OF THE SOFTWARE (INCLUDING, WITHOUT LIMITATION, ANY RIB BOX AND CABLES) AND THAT LICENSEE IS SOLELY RESPONSIBLE FOR PROTECTING LICENSEE'S DATA AND FOR ENSURING THAT LICENSEE'S DATA IS APPROPRIATELY BACKED UP.

WITHOUT LIMITING THE FOREGOING, MOTOROLA'S LIABILITY FOR ANY CLAIM RELATING IN ANY MANNER TO THE SOFTWARE OR THIS LICENSE AGREEMENT, IF ANY, REGARDLESS OF THE TYPE OR NATURE OF THE ACTION, SHALL BE LIMITED TO THE LICENSE FEES (IF ANY) LICENSEE PAID TO MOTOROLA FOR THE PARTICULAR SOFTWARE IN QUESTION. NO ACTION, REGARDLESS OF FORM, RELATING IN ANY MANNER TO THE SOFTWARE OR THIS LICENSE AGREEMENT MAY BE BROUGHT BY LICENSEE MORE THAN TWELVE (12) MONTHS AFTER THE CAUSE OF ACTION HAS ACCRUED. FOR PURPOSES OF THIS SECTION, A CAUSE OF ACTION IS DEEMED TO HAVE ACCRUED WHEN LICENSEE KNEW OR REASONABLY SHOULD HAVE KNOWN ABOUT THE BREACH OR CLAIMED BREACH.

8. Termination.

Motorola may terminate this License Agreement upon notice in the event of

(i) a breach of this License Agreement or of any other agreement between the parties hereto, by Licensee or any of Licensee's employees or agents, including without limitation, (A) for failure to pay license fees or (B) for altering, modifying, decompiling, disassembling, or reverse engineering the Software (or attempting to do so, or allowing any third party to do so),

(ii) any violation of Part 1 of Title 18 of the United States Code (Crimes) or

(iii) any use or intended use of the Software or any Motorola radio in any manner reasonably determined by Motorola to be violative of any law or harmful or potentially harmful to the public or Motorolas legitimate business interests.

In addition, Motorola may terminate this License Agreement upon notice to Licensee in the event of

(1) Licensee's assignment of its business for the benefit of creditors,

(2) the filing of a petition by Licensee under Title 11 of the United States Code (Bankruptcy) or any similar statute, or the filing of such a petition against Licensee which is not discharged or stayed within sixty (60) calendar days,

(3) the appointment of a receiver or similar officer to take charge of Licensee's property, or

(4) any other act indicative of bankruptcy or insolvency. Motorola shall not be liable for compensation, reimbursement of investments, or expenses, lost profits or goodwill or for any kinds of damages because of any termination of this License Agreement.

Licensee may terminate this License Agreement at any time upon notice to Motorola. If Licensee terminates this License Agreement after Licensee has paid the licensee fee, Licensee will forfeit such licensee fee. Upon any termination of this License Agreement, Licensee must immediately cease all use of the Software, and Licensee shall immediately return the original copy of the Software delivered by Motorola to Licensee, and destroy and/or erase from all computer memory all copies of the Software made by Licensee (other than, if applicable, copies lawfully installed on Compatible Radios sold to Licensees customers), and, upon request of Motorola, Licensee shall certify to Motorola in writing that Licensee has done so. The provisions of this License Agreement which require or contemplate performance after the termination of this License Agreement shall be enforceable notwithstanding said termination, and without limiting the foregoing, Sections 4, 5, 6, 7 and 9 shall survive any termination of this License Agreement.

9. United States and Foreign Export Controls.

Licensee acknowledges that the Software is subject to U.S. export control laws and regulations. Licensee may not use the Software except in strict compliance with applicable U.S. and foreign export control laws and regulations. In the event of a conflict between U.S. and foreign export control laws and regulations, Licensee agrees that U.S. export control laws and regulations shall prevail.

10. Governing Law.

This License Agreement and the relationship between the parties hereto shall be governed by the laws of the State of Illinois, without regard to conflicts of law principles. Any dispute between the parties related to this License Agreement shall be submitted to a state or federal court located in Cook County, Illinois. Each party irrevocably waives to the fullest extent permitted by applicable law

(i) any objection it may have to the laying of venue in the applicable court referred to above and

(ii) any claim that any such action or proceeding has been brought in an inconvenient forum.

11. General Provisions.

A. This License Agreement constitutes the complete and exclusive statement of the agreement between Licensee and Motorola regarding the license to the Software and it supersedes any prior agreement regarding such subject matter. Licensee acknowledges that Licensee has not relied upon any statement, representation or warranty other than those which might be specifically set forth in this License Agreement.

B. If any provision in this License Agreement should be held illegal or unenforceable by a court of competent jurisdiction, such provision shall be modified to the extent necessary to render it enforceable without losing its intent, or severed from this License Agreement if no such modification is possible, and the other provisions of this License Agreement shall remain in full force and effect.

C. A waiver by either party of any term or condition of this License Agreement or of any breach hereof must be in writing to be effective, and a waiver in any one instance shall not waive such term or condition or any subsequent breach thereof in any other instance. All of Motorola's remedies hereunder or in law or equity shall be cumulative and the application of a particular remedy shall not preclude the later application of a different remedy.

D. The terms and provisions of this License Agreement will inure to the benefit of Motorola's successors and assigns. Licensee may not assign this License Agreement or the rights or obligations herein, without the prior written consent of Motorola, which may be granted or withheld in its discretion.

E. All formal notices, consents, and other communications required or permitted under this License Agreement (collectively, Notices) must be in writing and shall be

(i) delivered personally (not necessarily at any Licensee address),

(ii) sent by registered or certified mail, postage prepaid, return receipt requested,

(iii) sent by overnight air courier service or

(iv) sent by facsimile provided that

(A) a copy of the Notice is also sent via regular mail,

(B) the facsimile is sent during business hours of a business day of the recipient, and

(C) the sender receives a machine-generated confirmation of successful transmission.

Any such Notice (other than one delivered personally),

(1) if sent by Motorola, shall be sent to the address and/or facsimile number as it appears on Motorola's business records or, if different, any actual address or facsimile number, and

(2) if sent by Licensee, shall be sent to 1301 E. Algonquin Road, Schaumburg, Illinois 60196 Attention: Legal Department; facsimile number: (847) 576-0721.

A Notice shall be deemed delivered upon actual receipt, three days after mailing by registered or certified mail, one business day after deposit with the air courier service or upon sending of the facsimile.

LICENSEE HEREBY CONFIRMS IT HAS READ THIS LICENSE AGREEMENT AND IF IT AGREES TO THE TERMS AND CONDITIONS HEREOF, WILL CLICK ON THE ACCEPTS BUTTON BELOW TO SIGNIFY ITS AGREEMENT.

THE INDIVIDUAL CLICKING ON THE APPLICABLE BUTTON BELOW, BY HIS OR HER ACTION, REPRESENTS TO MOTOROLA THAT HE OR SHE IS AUTHORIZED TO ACT ON BEHALF OF THE LICENSEE AND TO BIND THE LICENSEE TO THIS LICENSE AGREEMENT.

Version 003
03/07/2005