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REV: 12-14-23 MI <br />communication System and System implementation services. The terms in the <br />Addendum are applicable only to the specific service or offering described therein. <br />“Confidential Information” means all information consistent with the fulfillment of this <br />agreement that is (i) disclosed under this agreement in oral, written, graphic, machine <br />recognizable, and/or sample form, being clearly designated, labeled or marked as <br />confidential or its equivalent or (ii) obtained by examination, testing or analysis of any <br />hardware, software or any component part thereof provided by discloser to recipient. The <br />nature and existence of this agreement are considered Confidential Information. <br />Confidential information that is disclosed orally must be identified as confidential at the <br />time of disclosure and confirmed by the discloser by submitting a written document to the <br />recipient within thirty (30) days after such disclosure. The written document must contain <br />a summary of the Confidential Information disclosed with enough specificity for <br />identification purpose and must be labeled or marked as confidential or its equivalent. <br />“Contract Price” means the price for the Products, including the H-GAC administrative <br />fee, excluding applicable sales or similar taxes and freight charges. <br />“Effective Date” means that date upon which the last Party executes this Agreement. <br />“Equipment” means the equipment listed in the List of Products that Customer <br />purchases from Motorola under this Agreement. <br />“Force Majeure” means an event, circumstance, or act of a third party that is beyond a <br />Party’s reasonable control (e.g., an act of God, an act of the public enemy, an act of a <br />government entity, supplier performance, strikes or other labor disturbances, hurricanes, <br />earthquakes, fires, floods, epidemics, embargoes, war, riots, or any other similar cause). <br />“Motorola Software” means Software that Motorola or its affiliated company owns. “Non- <br />Motorola Software” means Software that another party owns. <br />“Open Source Software” (also called “freeware” or “shareware”) software with either <br />freely obtainable source code, license for modification, or permission for free distribution. <br />“Products” mean the Equipment and Software provided by Motorola under this <br />Agreement. <br />“Proprietary Rights” means the patents, patent applications, inventions, copyrights, trade <br />secrets, trademarks, trade names, mask works, know-how, and other intellectual property <br />rights in and to the Equipment and Software, including those created or produced by <br />Motorola under this Agreement and any corrections, bug fixes, enhancements, updates <br />or modifications to or derivative works from the Software whether made by Motorola or <br />another party. <br />“Software” means the Motorola Software and Non-Motorola Software in object code <br />format that is furnished with the Products. <br />“Warranty Period” means one (1) year from the date of shipment of the Products. <br />ATTY/AGR.2023.310/Motorola (Radios) (Page 2 of 62)