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REV: 12-14-23 MI <br />4.2 Licensee will not, and will not allow or enable any third party to: (i) reverse <br />engineer, disassemble, peel components, decompile, reprogram or otherwise reduce the <br />Software or any portion to a human perceptible form or otherwise attempt to recreate the <br />source code; (ii) modify, adapt, create derivative works of, or merge the Software; (iii) <br />copy, reproduce, distribute, lend, or lease the Software or Documentation to any third <br />party, grant any sublicense or other rights in the Software or Documentation to any third <br />party, or take any action that would cause the Software or Documentation to be placed in <br />the public domain; (iv) remove, or in any way alter or obscure, any copyright notice or <br />other notice of Motorola's proprietary rights; (v) provide, copy, transmit, disclose, divulge <br />or make the Software or Documentation available to, or permit the use of the Software by <br />any third party or on any machine except as expressly authorized by this Agreement; or <br />(vi) use, or permit the use of, the Software in a manner that would result in the production <br />of a copy of the Software solely by activating a machine containing the Software. Licensee <br />may make one copy of Software to be used solely for archival, back-up, or disaster <br />recovery purposes; provided that Licensee may not operate that copy of the Software at <br />the same time as the original Software is being operated. Licensee may make as many <br />copies of the Documentation as it may reasonably require for the internal use of the <br />Software. <br />4.3 Unless otherwise authorized by Motorola in writing, Licensee will not, and will not <br />enable or allow any third party to: (i) install a licensed copy of the Software on more than <br />one unit of a Designated Product; or (ii) copy onto or transfer Software installed in one <br />unit of a Designated Product onto one other device. Licensee may temporarily transfer <br />Software installed on a Designated Product to another device if the Designated Product <br />is inoperable or malfunctioning, if Licensee provides written notice to Motorola of the <br />temporary transfer and identifies the device on which the Software is transferred. <br />Temporary transfer of the Software to another device must be discontinued when the <br />original Designated Product is returned to operation and the Software must be removed <br />from the other device. Licensee must provide prompt written notice to Motorola at the time <br />temporary transfer is discontinued. <br />4.4 Licensee will maintain, during the term of this Agreement and for a period of two <br />years thereafter, accurate records relating to this license grant to verify compliance with <br />this Agreement. Motorola or an independent third party (“Auditor”) may inspect Licensee’s <br />premises, books and records, upon reasonable prior notice to Licensee, during Licensee’s <br />normal business hours and subject to Licensee's facility and security regulations. <br />Motorola is responsible for the payment of all expenses and costs of the Auditor. Any <br />information obtained by Motorola and the Auditor will be kept in strict confidence by <br />Motorola and the Auditor and used solely for the purpose of verifying Licensee's <br />compliance with the terms of this Agreement. <br />Section 5 OWNERSHIP AND TITLE <br />Motorola, its licensors, and its suppliers retain all of their proprietary rights in any form in <br />ATTY/AGR.2023.310/Motorola (Radios) (Page 17 of 62)