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MOTOROLA SOFTWARE LICENSE AGREEMENT- EXHIBtT A damages would be inadequate. Accordingly, Licensee will limit access to Motorola Software to those of its employees and agents who need to use Motorota Software for Licensee's intemai business purposes, and Licensee will take appropriate action with those employees and agents to preserve the confidentiality of Motorota Softwa�e. Section 7 MAINTENANCE AND SUPPORT � No maintenance or support is provided under this Agreement Maintenance or support, if available,wiii be provided under a Motorola Software Maintenance and Support Agreement. Section 8 UMlTED WARRANTY For the first 120 days after initial shipment of Motorola_Software, or, 'rf the Motorola Software is provided pursuant to a Communications System Agreement befinreen Motorola and Licensee, for the Warranty Period specified in sucti Agreement, Motorola warrants that the Motorola Software, when used properly, will be fres from reproducible defects that materially vary from its published spec'rfications. Motorola does not war�ant that Licensee's use of the Motorofa Software or the Products will be unintenupted or enor-free or that the Motorola Soitware or the Products will meet Licensee's particular requirements, This limited software warranty does not include any warranty covering the processing of date data from, into, and between the year '!999 and the year 2000. Any such warranty woutd be by a separate written warranty agreement executed by the parties. MOTOROLA'S TOTAL LIABILITY, AND LICENSEE'S SOLE REMEDY, FOR ANY BREACH OF THIS WARRANTY WILL BE LIMITED TO, AT MOTOROLA'S OPTION, REPAIR OR REPLACEMENT OF THE MOTOROLA SOFTWARE OR PAYMENT OF LICENSEE'S DIRECT DAMAGES UP TO THE AMOUNT PAID TO MOTOROIA FOR THE MOTOROLA SOFTWARE OR THE INDIVIDUAL PRODUCT IN WHICH THE MOTOROLA SOFTWARE IS EMBEDDED OR FOR WHfCH IT WAS PROVIDED. THIS WARRAI�TY F,ETENDS ONLY TO THE FIRST LICENSEE; SUBSEQUENT TRANSFEREES MUST ACCEPT THE MOTOROLA SOFTWARE °AS tS" AND W1TH NO WARRANTIES OF ANY KIND. MOTOROLA DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED�, INCi.UDING. THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FtTNESS FOR A PARTfCUl�4R PURPOSE. Section 9 LIMITATION OF LIABILITY IN NO EVENT WILL MOTOROLA SE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES EVEN IF ADVlSED OF THE POSSIBILlTY OF SUCH DAMAGES. Section 10 TERM AND TERMINATION Licensee's right to use Motoroia Software will begin when Licensee sends a duty executed copy of this Agreement to Motorola, and either (a) Motorola retums a fully executed Agreement to Licensee or (b) Motorola ships Motorola Software or a Product containing Motorola Software to Licensee, and will continue in perpetuit}r unless terrninated as follows. Licensee's right to use Motorola Software will terminate without notice upon a breach of this Agreement by Licensee. In addition, if Motoro(a reasonabiy believes that Licensee intends to breach this Agreement with respect to Radio Service Software or FLASHport(� Software, Motorola may, by notice to Licensee, terminate Licensee's right to use such Motorola Software. Upon termination, Motorola will be entitled to immediate injuncfive relief w�thout proving damages and, unless Licensee is a sovereign govemment entity, Motorola will have the right to repossess all Radio Service Software and FLASHportC� Software in Licensee's possession. Witt�in thirty days after termination of Licensee's right to use any Motorola Software, Licensee must cert'rfy in writing to Motorola that all copies of such Motorola Software have been retumed to Motorota or destroyed. Contract No. 97-_Jxyz Page 2 . (Rev.6/11/9'n . _. _ _