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REV: 12-14-23 MI <br />EXHIBIT A <br />MOTOROLA SOFTWARE LICENSE <br />AGREEMENT <br />This Exhibit A Motorola Software License Agreement (“Agreement”) is between Motorola <br />Solutions, Inc., (“Motorola”), and City of Redwood City (“Licensee”). <br />For good and valuable consideration, the parties agree as follows: <br />Section 1 DEFINITIONS <br />1.1 “Designated Products” means products provided by Motorola to Licensee with <br />which or for which the Software and Documentation is licensed for use. <br />1.2 “Documentation” means product and software documentation that specifies <br />technical and performance features and capabilities, and the user, operation and training <br />manuals for the Software (including all physical or electronic media upon which such <br />information is provided). <br />1.3 “Open Source Software” means software with either freely obtainable source <br />code, license for modification, or permission for free distribution. <br />1.4 “Open Source Software License” means the terms or conditions under which the <br />Open Source Software is licensed. <br />1.5 “Primary Agreement” means the agreement to which this exhibit is attached. <br />1.6 “Security Vulnerability” means a flaw or weakness in system security procedures, <br />design, implementation, or internal controls that could be exercised (accidentally <br />triggered or intentionally exploited) and result in a security breach such that data is <br />compromised, manipulated or stolen or the system damaged. <br />1.7 “Software” (i) means proprietary software in object code format, and adaptations, <br />translations, de-compilations, disassemblies, emulations, or derivative works of such <br />software; (ii) means any modifications, enhancements, new versions and new releases <br />of the software provided by Motorola; and (iii) may contain one or more items of software <br />owned by a third party supplier. The term “Software” does not include any third party <br />software provided under separate license or third party software not licensable under the <br />terms of this Agreement. <br />Section 2 SCOPE <br />Motorola and Licensee enter into this Agreement in connection with Motorola's delivery <br />of certain proprietary software or products containing embedded or pre-loaded proprietary <br />software, or both. This Agreement contains the terms and conditions of the license <br />ATTY/AGR.2023.310/Motorola (Radios) (Page 15 of 62)