AGREEMENT NO. ___________________
INDEPENDENT CONTRACTOR'S AGREEMENT
[Over $100,000]
This INDEPENDENT CONTRACTOR’S AGREEMENT (“Agreement”) is made and entered into on _______________________, by and between the CITY OF BAKERSFIELD, a municipal corporation (referred to herein as “CITY”), and MOTOROLA SOLUTIONS INC. a corporation authorized to do business in California (referred to herein as “PROVIDER”).
R E C I T A L S
WHEREAS, on April 16, 2025, CITY entered into Agreement No. TS25-015 with PROVIDER for a one (1) year subscription to PROVIDER’s Investigative License Plate Reader Applications; and
WHEREAS, PROVIDER provides an advanced license plate recognition software which allows CITY to access shared law enforcement and commercial databases via a subscription, increasing officer awareness, patrol productivity and investigative efficiency; and
WHEREAS, PROVIDER represents that PROVIDER is experienced, well qualified and a specialist in the field of public safety and security products and services; and
WHEREAS, CITY’s Police Department desires to subscribe to PROVIDER’s Investigative LPR Applications for a five (5) year term, subject to and in accordance with the Motorola Quote No. 3510698 attached hereto as Exhibit A and incorporated herein, and Motorola Solutions Subscription Services Terms and Conditions attached hereto as Exhibit B and incorporated herein.
NOW, THEREFORE, incorporating the foregoing recitals herein, CITY and PROVIDER mutually agree as follows:
1. SCOPE OF WORK . In exchange for the Compensation (defined below), PROVIDER shall perform the following : annual five (5) year subscription to Investigative LPR Applications (“Scope of Work”). The Scope of Work shall be subject to the terms and conditions set forth in Exhibit A and Exhibit B, attached hereto.
2. COMPENSATION/PAYMENT PROCEDURE . Subject to the conditions of this section, CITY will pay PROVIDER as follows for performing the Scope of Work (“Compensation”):
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A total, lump sum payment of One Hundred Thousand One
Hundred Dollars ( $100,100.00) made in five (5) annual
installments after the Scope of Work is completed to CITY’s satisfaction per Exhibit A, such satisfaction not to be unreasonably withheld or delayed, which is attached hereto and incorporated by reference herein as follows:
$20,020.00 May 2026
$20,020.00 May 2027
$20,020.00 May 2028
$20,020.00 May 2029
$20,020.00 May 2030
CITY will pay PROVIDER within thirty (30) days after PROVIDER submits an itemized invoice for the portions of the Scope of Work completed and that invoice is approved by CITY. The Compensation will be the total amount paid to PROVIDER for performing the Scope of Work and includes, but is not limited to, all out -of-pocket costs and taxes. CITY will pay no other compensation to PROVIDER. In no case will CITY compensate PROVIDER more than One Hundred Eight Thousand Three Hundred Fifty -Eight Dollars ($108,358.00) for performing the Scope of Work.
3. TERM. Unless terminated sooner, as set forth herein, this Agreement shall terminate on May 10, 2031.
4. TERMINATION. Either party may terminate this Agreement if the other Party breaches a material obligation under the Agreement and does not cure such breach after giving the other party written notice, as provided herein, thirty (30) days before the termination is effective . In the event any identified funding is not appropriated or becomes unavailable, the CITY reserves the right to terminate this Agreement for non -appropriation upon thirty (30) days’ advance written notice to PROVIDER. In the event of such termination, PROVIDER shall be entitled to compensation for all conforming Products delivered or performed prior to the date of termination.
5. ACCOUNTING RECORDS . PROVIDER shall maintain accurate accounting records and other written documentation pertaining to all costs incurred in performance of this Agreement. Such records and documentation shall be kept at PROVIDER's office during the term of this Agreement, and for a period of three (3) years from the date of the final payment hereunder .
PROVIDER acknowledges that CITY has the right to inspect certain PROVIDER books and records for the purpose of verifying performance in accordance with the terms of the contract. CITY’S inspection is limited to Docusign Envelope ID: CD98F4DD-71BD-83D6-835F-95BFBA8438DA
the verification of shipment to invoice quantities and related receipts. After CITY provides thirty (30) days' written notice, CITY may send a representative to a PROVIDER’S facility during normal business hours to conduct such limited review, or at CITY’S request PROVIDER will provide copies of the specific documents to CITY’S location for its review. PROVIDER books and records provided to CITY pursuant to this provision shall not be used, duplicated or disclosed to any other third party without the express written permission of PROVIDER. In no circumstances will PROVIDER be required to create or maintain documents not kept in the ordinary course of PROVIDER’S business operations, nor will PROVIDER be required to disclose any information, including but not limited to product cost data, which it considers confidential or proprietary to PROVIDER.
6. ASSIGNMENT. Neither this Agreement nor any rights, interests, duties, liabilities, obligations or responsibilities arising out of, concerning or related in any way to this Agreement (including, but not limited to, accounts, actions, causes of action, claims, damages, demands, liabilities, losses, obligations, or reckonings of any kind or nature whatsoever, for compensatory or exemplary and punitive damages, or declaratory, equitable or injunctive relief, whether based on contract, equity, tort or other theories of recovery provided for by the common or statutory law) may be assigned or transferred by any party. Any such assignment is prohibited, and shall be unenforceable and otherwise null and void without the need for further action by the non-assigning party or parties.
7. BINDING EFFECT. The rights and obligations of this Agreement shall inure to the benefit of, and be binding upon, the parties to the Agreement and their heirs, administrators, executors, personal representatives, successors and assigns.
8. COMPLIANCE WITH ALL LAWS . PROVIDER shall, at PROVIDER’s sole cost, comply with all of the requirements of municipal, state, and federal authorities now in force, or which may hereafter be in force, pertaining to this Agreement, and shall faithfully observe in all activities relating to or growing out of this Agreement all municipal ordinances and state and federal statutes, rules or regulations, and permitting requirements now in force or which may hereafter be in force including, without limitation, obtaining a City of Bakersfield business tax certificate (Bakersfield Municipal Code Chapter 5.02) where required.
9. CORPORATE AUTHORITY. Each individual signing this Agreement on behalf of entities represent s and warrant s that they are, respectively, duly authorized to sign on behalf of the entities and to bind the entities fully to each and all of the obligations set forth in this Agreement.
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10. COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which shall be considered as an original and be effective as such.
11. DIRECTION. PROVIDER retains the right to control or direct the manner in which the services described herein are performed.
12. EQUIPMENT. PROVIDER will supply all equipment, tools, materials and supplies necessary to perform the services under this Agreement.
13. EXECUTION. This Agreement is effective upon the date first written above and is the product of negotiation and all parties are equally responsible for authorship of this Agreement. Section 1654 of the California Civil Code shall not apply to the interpretation of this Agreement.
14. EXHIBITS. In the event of a conflict between the terms, conditions or specifications set forth in this Agreement and those in exhibits attached hereto, the terms, conditions, or specifications set forth in this Agreement shall prevail. All exhibits to which referen ce is made in this Agreement are deemed incorporated in this Agreement, whether or not actually attached.
15. FURTHER ASSURANCES. Each party shall execute and deliver such papers, documents, and instruments, and perform such acts as are necessary or appropriate, to implement the terms of this Agreement and the intent of the parties to this Agreement.
16. GOVERNING LAW. The laws of the State of California will govern the validity of this Agreement and its interpretation and performance. Any litigation arising in any way from this Agreement shall be brought in Kern County, California.
17. INCLUDED DOCUMENTS. Any bid documents, including, without limitation, special provisions and standard specifications and any Request for Proposals, Request for Qualifications and responses thereto relating to this Agreement are incorporated by reference as though fully set forth herein.
18. INDEPENDENT CONTRACTOR . This Agreement calls for PROVIDER’s performance of the Scope of Work as an independent contractor.
PROVIDER is not an agent or employee of CITY for any purpose and is not entitled to any of the benefits provided by CITY to its employees. This Agreement shall not be construed as forming a partnership or any other association with PROVIDER other than that of an independent contractor.
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19. INSURANCE.
19.1 Types and Limits of Insurance . In addition to any other insurance or security required under this Agreement, PROVIDER must procure and maintain, for the duration of this Agreement , the types and limits of insurance below ("Basic Insurance Requirements").
19.1.1 Automobile liability insurance , providing coverage for owned, non -owned, and hired autos on an occurrence
basis for bodily injury, including death, of one or more persons, property damage , and personal injury, with limits of not less than $1,000,000 per occurrence combined single limit.
19.1.2 Commercial general liability insurance , unless otherwise approved by CITY’s Risk Manager, providing coverage on
an occurrence basis for bodily injury, including death, of one or more persons, property damage , and personal
injury, with limits of not less than $1,000,000 per occurrence and aggregate. The policy must:
19.1.2.1 Provide contractual liability coverage;
19.1.2.2 Provide products and completed operations
coverage;
19.1.2.3 Provide premises, operations, and mobile
equipment coverage; and
19.1.2.4 Contain an additional insured endorsement in
favor of CITY and its mayor, council, officers,
agents, employees , and designated volunteers
(blanket endorsement may be used).
19.1.3 Workers' compensation insurance with Statutory limits and Employers Liability insurance with limits of not less than $1,000,000 per accident, disease, and disease policy limit .
In accordance with the provisions of Labor Code Section 3700, every contractor will be required to secure the
payment of compensation to his employees. Pursuant to
Labor Code Section 1861, PROVIDER must submit to CITY
the following certification before beginning any work on Docusign Envelope ID: CD98F4DD-71BD-83D6-835F-95BFBA8438DA
the Improvements.
I am aware of the provisions of Section 3700 of the
Labor Code which require every employer to be
insured against liability for worker’s compensation or
to undertake self -insurance in accordance with the
provisions of that code, and I will comply with such
provisions before commencing the performance of
the work of this contract.
By executing this Agreement, PROVIDER is submitting the certification required above.
The policy must contain a waiver of subrogation in favor of CITY and its mayor, council, officers, agents, employees, and designated volunteers (blanket endorsement may be used).
19.2 General Provisions Applying to All Insurance Types.
19.2.1 All deductibles and self insured retentions are the sole responsibility of the PROVIDER.
19.2.2 The Commercial General Liability and Automobile Liability policies required of PROVIDER must be primary insurance as to CITY and its mayor, council, officers, agents, employees, or designated volunteers and any insurance or self -
insurance maintained by CITY and its mayor, council,
officers, agents, employees, and designated volunteers
must be excess of PROVIDER’s insurance and must not
contribute with it.
19.2.3 The insurance required above, except for workers’ compensation insurance, must be placed with insurers with a Best’s rating as approved by CITY’s Risk Manager, but in no event less than A -:VII. Any deductibles, self -insured retentions are the sole responsibilities of the Provider.
19.2.4 The insurance required in this section must be maintained until the Scope of Work is satisfactorily completed as
evidenced by CITY’s written acceptance.
19.2.5 Full compensation for all premiums which PROVIDER is required to pay to satisfy the Basic Insurance Requirements shall be considered as included in the prices paid for the Docusign Envelope ID: CD98F4DD-71BD-83D6-835F-95BFBA8438DA
performance of the Scope of Work, and no additional
allowance will be made therefor or for additional premiums which may be required by extensions of the policies of
insurance.
19.2.6 It is further understood and agreed by PROVIDER that its liability to CITY will not in any way be limited to or affected by the amount of insurance obtained and carried by
PROVIDER in connection with this Agreement.
19.2.7 Unless otherwise approved by CITY, if any part of the Scope of Work is subcontracted, the Basic Insurance Requirements must be provided by, or on behalf of, all subcontractors even if CITY has approved lesser insurance requirements for PROVIDER, and all subcontractors must agree in writing to be bound by the provisions of this section.
20. INTERPRETATION. Whenever the context so requires, the masculine gender includes the feminine and neuter, and the singular number includes the plural.
21. KEY PERSONNEL. At request of CITY, PROVIDER shall name all key personnel to be assigned to the work set forth herein. CITY reserves the right to approve key personnel, which approval shall not be unreasonably withheld. Once the key personnel are approved PROVIDER shall not change such personnel without the approval of CITY.
22. LICENSES. PROVIDER shall, at its sole cost and expense, keep in effect or obtain at all times during the term of this Agreement any licenses, permits and approvals which are legally required for PROVIDER to practice its profession and perform the Scope of Work. If PROVIDER is a corporation, at least one (1) officer or key employee shall hold the required licenses or professional degrees. If PROVIDER is a partnership, at least one (1) partner shall hold the required licensees or professional degrees.
23. MERGER AND MODIFICATION . This Agreement sets forth the entire agreement between the parties and supersedes all other oral or written representations. This Agreement may be modified only in a writing approved by the City Council and signed by all the parties.
24. NO WAIVER OF DEFAULT. The failure of any party to enforce against another party any provision of this Agreement shall not constitute a waiver of that party's right to enforce such a provision at a later time and shall not serve to vary the terms of this Agreement.
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25. NON-INTEREST. No CITY officer or employee shall hold any interest in this Agreement (California Government Code section 1090).
26. NOTICES. All notices relative to this Agreement shall be given in writing and shall be personally served or sent by certified or registered mail and be effective upon actual personal service or depositing in the United States mail. The parties shall be addressed a s follows, or at any other address designated by notice:
CITY: CITY OF BAKERSFIELD
CITY HALL
1600 Truxtun Avenue
Bakersfield, California 93301
PROVIDER: MOTOROLA SOLUTIONS INC.
500 W. Monroe Street
Chicago, Illinois 60661
27. RESOURCE ALLOCATION. All CITY obligations under the terms of this Agreement are subject to the appropriation and allocation of resources by the City Council.
28. SB 854 COMPLIANCE . To the extent Labor Code Section 1771.1 applies to this Agreement, a contractor or subcontractor shall not be qualified to bid on, be listed in a bid proposal, be subject to the requirements of Section 4104 of the Public Contract Code, or engage in the per formance of any contract for public work, as defined in this chapter, unless currently registered and qualified to perform public work pursuant to Labor Code Section 1725.5. It is not a violation of Labor Code Section 1771.1 for an unregistered contractor to submit a bid that is authorized by Section 7029.1 of the Business and Professions Code or by Section 10164 or 20103.5 of the Public Contract Code, provided the contractor is registered to perform public work pursuant to Labor Code Section 1725.5 at the time the contract is awarded. The prime contractor is required to post job site notices in compliance with California Code of Regulations, Title 8, Section 16451. This project is subject to compliance monitoring and enforcement by the California Department of Industrial Relations.
29. STANDARD OF PERFORMANCE . The Scope of Work shall be performed in conformity with all legal requirements and industry standards observed by a specialist of PROVIDER’s profession in California.
30. STARTING WORK. PROVIDER shall not begin work until authorized to do so in Docusign Envelope ID: CD98F4DD-71BD-83D6-835F-95BFBA8438DA
writing by CITY. No work will be authorized before the date first written above.
31. TAX NUMBERS.
PROVIDER’s Federal Tax ID Number 36-1115800
PROVIDER is a corporation? Yes X No
(Please check one.)
32. TITLE TO DOCUMENTS . All documents, plans, and drawings, maps, photographs, and other papers, or copies thereof prepared by PROVIDER pursuant to the terms of this Agreement, shall, remain PROVIDER property.
PROVIDER grants CITY a limited, non -exclusive license to use such documents solely for its internal business purposes.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first written above.
"CITY" “PROVIDER”
CITY OF BAKERSFIELD MOTORLA SOLUTIONS INC.
By:________________________________ By:_________________________________ KAREN GOH Print Name:
Mayor Title: __
APPROVED AS TO CONTENT: Attachment(s): Exhibit A- Motorola Quote No. 3510698 TECHNOLOGY SERVICES DEPARTMENT Exhibit B- Motorola Solutions Subscription Services Terms & Conditions
By:_______________________________
GREGORY PRONOVOST
Technology Services Director
APPROVED AS TO FORM: COUNTERSIGNED:
(Deputy) City Attorney:_______________________ Finance Director: _____________________
ASHLEY ZAMBRANO RANDY MCKEEGAN
Insurance:____________
Docusign Envelope ID: CD98F4DD-71BD-83D6-835F-95BFBA8438DA Nora Chang
Area Sales Manager
Quote Date:02/19/2026
Expiration Date:04/20/2026
Quote Created By:
Lindsay Plummer
Lindsay.Plummer@
motorolasolutions.com
End Customer:
BAKERSFIELD, CITY OF
Clarissa Garcia
[email protected]
661-
326-3783
Line # Item Number
Description Qty Term Sale Price Ext. Sale Price
Investigative LPR
Applications
1 VS-CD-HS
SOFTWARE, COMMERCIAL
DATA SUBSCRIPTION
1 5 YEAR $100,100.00 $100,100.00
Grand Total
$100,100.00(USD)
QUOTE-3510698
Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola (the ""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products.
Motorola Solutions, Inc.: 500 West Monroe, United States - 60661 ~ #: 36-1115800
EXHIBIT A
Docusign Envelope ID: CD98F4DD-71BD-83D6-835F-95BFBA8438DA Pricing Summary
Payment Term Upfront Sale Price
Upfront Costs*
$0.00
Upfront Subscription Fee
Investigative LPR Applications Annually $20,020.00
Sub Total: $20,020.00
Payment Term Sale Price Annual Sale Price
Year 2 Subscription Fee
Investigative LPR Applications Annually $20,020.00 $20,020.00 Year 3 Subscription Fee
Investigative LPR Applications Annually $20,020.00 $20,020.00 Year 4 Subscription Fee
Investigative LPR Applications Annually $20,020.00 $20,020.00 Year 5 Subscription Fee
Investigative LPR Applications Annually $20,020.00 $20,020.00 Sub Total: $80,080.00
Grand Total System Price (Inclusive of Upfront and Annual Costs) $100,100.00 *Upfront costs include the cost of Hardware, Accessories and Implementation, where applicable.
Notes:
● The Pr
icing Summary is a breakdown of costs and does not reflect the frequency at which you will be invoiced. ● Renewal 5/11/26 - 5/10/31 (5 years paid annually)
● Unless otherwise noted, this quote excludes sales tax or other applicable taxes (such as Goods and Services Tax, sales tax, Value Added Tax and other taxes of a similar nature). Any tax the customer is subject to will be added to invoices.
QUOTE-3510698
Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola (the ""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products.
Motorola Solutions, Inc.: 500 West Monroe, United States - 60661 ~ #: 36-1115800
EXHIBIT A
Docusign Envelope ID: CD98F4DD-71BD-83D6-835F-95BFBA8438DA Motorola Solutions, Inc
US Standalone SSA v2.1.1 8.8.2025 1
Motorola Solutions Subscription Services Terms & Conditions This Motorola Solutions Subscription Services Terms & Conditions (the “ SSTC”) is entered into between Motorola Solutions, Inc., and affiliated companies, with offices at 500 W. Monroe Street, Suite 4400, Chicago, IL 60661 (“Motorola”) and the entity purchasing Products (as defined below) from Motorola (“Customer”). Motorola and Customer will each be referred to herein as a “Party” and collectively as the “Parties”. This Agreement (as defined below) is effective as of the earlier of (a) the first purchase of a Product from Motorola, (b) the date of the last signature on the Agreement; and (c) the date Customer accepts the Agreement online (the “ Effective Date”).
1. Agreement.
1.1. Scope; Agreement Documents . This SS TC governs Customer’s purchase of Subscription Services and certain related Licensed Software and Professional Services from Motorola. Additional terms and conditions applicable to specific Products are set forth in one or more agreed upon addenda incorporated within this SSTC (each an “ Addendum”, and collectively the “ Addenda”). This SS TC, the applicable Addenda, and Proposal collectively form the Parties’ “Agreement”.
1.2. Order of Precedence . In interpreting this Agreement and resolving any ambiguities, each Addendum will control with respect to conflicting terms in the Agreement, but only as applicable to the Products described in such Addendum. The Proposal will control with respect to conflicting terms in the SSTC or any Addenda, but only as applicable to the Products described in the Proposal.
2. Definitions.
“Authorized Users” means Customer’s employees and contractors engaged for the purpose of supporting or using the Products on behalf of Customer, and that are not competitors of Motorola, and the entities (if any) specified in a Proposal or otherwise approved by Motorola in writing (email from an authorized Motorola signatory accepted), which may include affiliates or other Customer agencies. “Change Order” means a written amendment to this Agreement after the Effective Date. “Fees” means the charges applicable to the Products, excluding applicable sales or similar taxes and freight charges.
“Confidential Information” means any and all non-public information provided by one Party to the other that is disclosed under this Agreement in oral, written, graphic, machine recognizable, or sample form, being clearly designated, labeled or marked as confidential or its equival ent or that a reasonable business person would consider non-public and confidential by its nature. With respect to Motorola, Confidential Information will also include Products, and Documentation, as well as any other information relating to the Products. “Customer Data” has the meaning given to it in the DPA. “Customer-Provided Equipment ” means components, including equipment and software, not provided by Motorola which may be used with the Products.
“Data Processing Addendum ” or “ DPA” means the Motorola Data Processing Addendum applicable to processing of data, including Customer Data, as updated, supplemented, or superseded from time to time. The DPA is incorporated into and made a part of this Agreement for all purposes pertaining to the contents of the DPA. Where terms or pr ovisions in the Agreement conflict with terms or provisions of the DPA, the terms or provisions of the DPA will control with respect to the contents of the DPA. “Documentation” means the documentation for the Products, or data, that is delivered or made available with the Products that specifies technical and performance features, capabilities, users, or operation, including training manuals, and other deliverables, such as reports, specifications, designs, plans, drawings, analytics, or other information.
EXHIBIT B
Docusign Envelope ID: CD98F4DD-71BD-83D6-835F-95BFBA8438DA Motorola Solutions, Inc
US Standalone SSA v2.1.1 8.8.2025 2
“Feedback” means comments or information, in oral or written form, given to Motorola by Customer or Authorized Users, including end users, in connection with or relating to the Products. “Integration Services” means the design, deployment, implementation, and integration Services provided by Motorola in order to design, install, set up, configure, and/or integrate the applicable Products as agreed upon by the Parties.
“Licensed Software” means software which is made available to Customer by Motorola (for example software accessible via a website provided by Motorola, or software installed on or made available for Customer-Provided Equipment) and is licensed to Customer by Motorola.
“Motorola Data” means data owned by Motorola and made available to Customer in connection with the Products;
“Motorola Materials” means proprietary equipment, hardware, content, software, tools, data, and other materials, including designs, utilities, models, methodologies, systems, and specifications, which Motorola has developed or licensed from third parties (including any correc tions, bug fixes, enhancements, updates, modifications, adaptations, translations, de -compilations, disassemblies, or derivative works of the foregoing, whether made by Motorola or another party). Products, Motorola Data, Third-Party Data (as defined in the DPA), and Documentation, are considered Motorola Materials.
“Non-Motorola Materials” means collectively, Customer or third -party equipment, software, services, hardware, content, and data that is not provided by Motorola. “Proposal” means solution descriptions, pricing, equipment lists, statements of work (“ SOW”), schedules, technical specifications, quotes, order forms, and other documents setting forth the Products to be purchased by Customer and provided by Motorola.
“Products” or “Product” is how the Licensed Software and Services being purchased by the Customer is collectively referred to in this Agreement (collectively as “Products”, or individually as a “Product”). “Professional Services” are services provided by Motorola to Customer under this Agreement, including Integration Services, the nature and scope of which are more fully described in the Proposal. “Prohibited Jurisdiction” means any jurisdiction in which the provision of such Products is prohibited under applicable laws or regulations.
“Services” means services, including access to services, as described in the Proposal, and includes Integration Services, Subscription Services, and Professional Services provided by Motorola. “Service Completion Date” means the date of Motorola’s completion of the Services described in a Proposal. “Service Use Data” has the meaning given to it in the DPA. “Site” or “Sites” means the location where the Integration Services will take place. “Software-as-a-Service” or “ SaaS” means a solution that includes at least one Subscription Service and associated Licensed Software, which may include, as an example, client software or a web page. “Subscription” means a recurring payment for Products, as set out in the Proposal. “Subscription Services” or “Recurring Services” means Services, including access to Services, paid for on a subscription basis. Subscription Services includes services available through SaaS Products. “Term” means the term of this SS TC which will commence on the Effective Date and continue until six (6) months after the termination, expiration, or discontinuance of Subscriptions under the last Proposal in effect.
EXHIBIT B
Docusign Envelope ID: CD98F4DD-71BD-83D6-835F-95BFBA8438DA Motorola Solutions, Inc
US Standalone SSA v2.1.1 8.8.2025 3
3. Products and Services.
3.1. Products. Motorola will sell (a) licenses to Licensed Software, and (b) Services to Customer, to the extent each is set forth in this Agreement. At any time during the Term, Motorola may substitute any Products at no cost to Customer, if the substitute is substanti ally similar to the Products set forth in this Agreement. All Licensed Software is provided pursuant to the terms of the Software License Agreement.
3.2. Services.
3.2.1. Motorola will provide Services, to the extent set forth in this Agreement.
3.2.2. Integration Services; Maintenance and Support Services . Motorola will provide Integration Services at the applicable Sites, agreed upon by the Parties.
3.2.3. Service Proposals. The Fees for Services will be set forth in Motorola’s Proposal. A Customer point of contact may be set forth in the applicable SOW for the Services.
3.2.4. Service Completion . Services described in a Proposal will be deemed complete upon the Service Completion Date, or as Services expire, or are renewed or terminated.
3.2.5. Professional Services
3.2.5.1. Additional Service Terms . If Customer is purchasing Professional Services to evaluate or assess networks, systems or operations; network security assessment or network monitoring; software application development Services; or transport connectivity services, Additional Services Terms apply.
3.3. Additional Product Terms. If the Products include one of the following Products or Product types, additional terms apply as found in the below links:
AI Terms
Comparison Manager
Data licensed from Motorola
Drone related Products
Mobile Video Products, such as LPR cameras, bodycams, or vehicle cameras, and related software
3.4. Non-Preclusion. If, in connection with the Products provided under this Agreement, Motorola performs assessments of its own, or related, products or makes recommendations, including a recommendation to purchase other products, nothing in this Agreement precludes such ef forts nor precludes Motorola from participating in a future competitive bidding process or otherwise offering or selling the recommended products to Customer. Customer represents that this paragraph does not violate its procurement standards or other laws, regulations, or policies.
3.5. Customer Obligations. Customer represents that information Customer provides to Motorola in connection with receipt of Products are accurate and complete in all material respects. If any assumptions in the Proposals or information provided by Customer prove to be incorrect, or if Customer fails to perform any of its obligations under this Agreement, Motorola’s ability to perform its obligations may be impacted and changes to the Agreement, including the scope, Fees, and performance schedule may be required.
3.6. Documentation. Products may be delivered with Documentation. Documentation is and will be owned by Motorola, unless otherwise expressly st ated in a Proposal that certain Documentation will be owned by Customer. Motorola hereby grants Customer a limited, royalty-free, worldwide, non-exclusive license to use the Documentation solely for its internal business purposes in connection with the Products.
3.7. Authorized Users. Customer will ensure its employees and Authorized Users comply with the terms of this Agreement and will be liable for all acts and omissions of its employees and Authorized Users. Customer is responsible for the secure management of Authorized Users’ na mes, passwords and login credentials for access to Products.
EXHIBIT B
Docusign Envelope ID: CD98F4DD-71BD-83D6-835F-95BFBA8438DA Motorola Solutions, Inc
US Standalone SSA v2.1.1 8.8.2025 4
3.8. Export Control. Customer, its employees, and any other Authorized Users will not access or use the Products in any Prohibited Jurisdiction, and Customer will not provide access to the Products to any government, entity, or individual located in a Prohibited Jurisdiction . Customer represents and warrants that (a) it and its Authorized Users are not named on any U.S. government list of persons prohibited from receiving U.S. exports, or transacting with any U.S. person; (b) it and its Authorized Users are not a national of, or a company registered in, any Prohibited Jurisdiction; (c) Customer will not permit its Authorized Users to access or use the Products in violation of any U.S. or other applicable export embargoes, prohibitions or restrictions; and (d) Cus tomer and its Authorized Users will comply with all applicable laws regarding the transmission of technical data exported from the U.S. and the country in which Customer, its employees, and the Authorized Users are located.
3.9. Change Orders. Unless a different change control process is agreed upon in writing by the Parties, a Party may request changes to an Addendum or a Proposal by submitting a Change Order to the other Party. If a requested change causes an increase or decrease in the Prod ucts, the Parties by means of the Change Order will make appropriate adjustments to the Fees, project schedule, or other matters. Change Orders are effective and binding on the Parties only upon execution of the Change Order by an authorized representative of both Parties.
4. Term and Termination.
4.1. Term. The applicable Addendum or Proposal will set forth the Term for the Products governed thereby.
4.1.1. Subscription Terms . Unless otherwise specified in the Proposal, for Products purchased as a Subscription, the Subscription commences upon Delivery of, or Customer having access to, the first applicable Product ordered under this Agreement and will continue for a twelve (12) month period or such other period identified in a Proposal (the “ Initial Subscription Period”) and, unless otherwise stated in the Proposal, will automatically renew for additional twelve (12) month periods (each, a “ Renewal Subscription Year”), unless either Party notifies the other of its intent not to renew at least thirty (30) days before the conclusion of the then -current Subscription Term. (The Initial Subscription Period and each Renewal Subscription Year will each be referred to herein as a “ Subscription Term”.) Motorola may increase Fees prior to any Renewal Subscription Year by notifying Customer of the proposed increase no later than thirty (30) days prior to commencement of the Renewal Subscription Year.
4.2. Termination. Either Party may terminate the Agreement or the applicable Addendum or Proposal if the other Party breaches a material obligation under the Agreement and does not cure such breach within thirty (30) days after receipt of notice of the breach or fails to produce a cure plan within such period of time. Each Addendum and Proposal may be separately terminable as set forth therein.
4.3. Termination for Non -Appropriation. In the event any identified funding is not appropriated or becomes unavailable, the Customer reserves the right to terminate this Agreement for non -appropriation upon thirty (30) days’ advance written notice to Motorola. In the event of such termination, Motorola shall be entitled to compensation for all conforming Products delivered or performed prior to the date of termination.
4.4. Suspension of Services . Motorola may promptly terminate or suspend any Products under a Proposal if Motorola determines: (a) the related Product license has expired or has terminated for any reason; (b) the applicable Product is being used on a hardware platform, operating syst em, or version not approved by Motorola; (c) Customer fails to make any payments when due; or (d) Customer fails to comply with any of its other obligations or otherwise delays Motorola’s ability to perform.
4.5. Wind Down of Subscription. In addition to the termination rights in this Agreement, Motorola may terminate any Subscription Term, in whole or in part, in the event Motorola plans to cease offering the applicable Licensed Software or Subscription Services to customers.
4.6. Effect of Termination or Expiration . Upon termination for any reason or expiration of this Agreement, an Addendum, or a Proposal, Customer and the Authorized Users will return or destroy (at Motorola’s option) all Motorola Materials and Motorola’s Confidential Information in their possession or control and, as applicable, provide proof of such destruction. If Customer has any outst anding payment obligations under
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this Agreement, Motorola may accelerate and declare all such obligations of Customer immediately due and payable by Customer. Notwithstanding the reason for termination or expiration, Customer agrees to pay Motorola for Products already delivered or performed. Customer has a duty to mitigate any damages under this Agreement, including in the event of default by Motorola and Customer’s termination of this Agreement.
4.7. Early Termination. In the event that Customer purchases any Product at a price below the published list price for such Product in connection with Customer entering into a fixed - or minimum required Subscription TermSubscription Term for Products, and Customer or Motorola terminates the Agreement prior to the expiration of such Subscription Term, then Motorola will have the right to invoice Customer for, and Customer will pay, the amount of the discount to the published list price for the Product or such other amount set forth in writing. This Section will not limit any other remedies Motorola may have with respect to an early termination.
5. Payment, Invoicing, Delivery and Risk of Loss
5.1. Fees. Fees and charges applicable to the Products will be as set forth in the applicable Proposal. Changes in the scope of Products described in a Proposal that require an adjustment to the Fees will be set forth in the applicable pricing schedule. The Fees for any Products exclude expenses associated with unusual and costly Site access requirements, tariffs, fluctuations in the costs of energy, raw materials, and fuel. Motorola reserves the right to equitably adjust the Fees for these expenses upon written notice to Customer. Customer will reimburse Motorola for expenses reasonably incurred by Motorola in connection with the Products. The annual Subscription Fee for Products may include certain one-time Fees, such as start-up fees, license fees, or other fe es set forth in a Proposal. Motorola may suspend Licensed Software and any Subscription Services if Customer fails to make any payments within thirty (30) days of invoice due date when due.
Motorola acknowledges the Customer may require the issuance(s) of a purchase order or notice to proceed as part of the Customer’s procurement process. However, Customer agrees that the issuance or non - issuance of a purchase order or notice to proceed does not preclude the Customer from its contractual obligations as defined in this Agreement.
5.2. Taxes. The Fees do not include any excise, sales, lease, use, property, or other taxes, assessments, duties, or regulatory charges or contribution requirements (collectively, “ Taxes”), all of which will be paid by Customer, except as exempt by law, unless otherwise specified in a Proposal. If Motorola is required to pay any Taxes, Customer will reimburse Motorola for such Taxes (including any interest and penalties) within thirty (30) days after Customer’s receipt of an invoice therefore. Customer will be s olely responsible for reporting the Products for personal property tax purposes, and Motorola will be solely responsible for reporting taxes on its income and net worth.
5.3. Invoicing. Motorola will invoice Customer as described in this Agreement and Customer will pay all invoices within thirty (30) days of the invoice date or as otherwise specified in writing. Late payments will be subject to interest charges at the maximum rate permitted by law, commencing upon the due date. Motorola may invoice electronically via email, and Customer agrees to receive invoices via email. Customer acknowledges and agrees that a purchase order or other notice to proceed is not required for payment for Products.
5.4. Payment. Customer will pay invoices for the Products provided under this Agreement in accordance with the invoice payment terms set forth in Section 5.3. Generally, invoices are issued upon Motorola’s Delivery of Licensed Software or Customer access to SaaS Produc ts, as applicable, but if a specific invoicing or payment schedule is set forth in the Agreement, such schedule will determine the invoicing cadence.
Motorola will have the right to suspend future deliveries of Products if Customer fails to make any payments when due.
5.5. Delivery and Title. Delivery of SaaS Products will occur when the Services are made available to Customer (“Delivery”). Title to Licensed Software will not pass to Customer at any time.
5.6. Future Regulatory Requirements . The Parties acknowledge and agree that certain Products (for example, cyber services) are in evolving technological areas and therefore, laws and regulations regarding Products may change. Changes to existing Products required to achieve regulatory compl iance may be available for an additional fee. Any required changes may also impact the price for Products.
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6. Sites; Customer-Provided Equipment; Non-Motorola Materials.
6.1. Access to Sites. Customer will facilitate Motorola’s access to the Sites as necessary. Customer will ensure that Sites are suitable for the installation, use, and maintenance of the Products.
6.2. Customer-Provided Equipment. Customer will be responsible, at its sole cost and expense, for providing and maintaining the Customer -Provided Equipment in good working order. Customer represents and warrants that it has all rights in Customer -Provided Equipment to permit Motorola to access and use the applicable Customer-Provided Equipment to provide the Products under this Agreement, and such access and use will not violate any laws or infringe any third -party rights (including intellectual property rights) . Customer (and not Motorola) will be fully liable for Customer -Provided Equipment, and Customer will immediately notify Motorola of any Customer -Provided Equipment damage, loss, change, or theft that may impact Motorola’s ability to provide the Products u nder this Agreement, and Customer acknowledges that any such events may cause a change in the Fees or performance schedule under the applicable Proposal.
6.3. Non-Motorola Materials. In certain instances, Customer may be permitted to access, use, or integrate Non - Motorola Materials with or through the Products. If Customer accesses, uses, or integrates any Non-Motorola Materials with the Products, Customer will first obtain all necessary rights and licenses to permit Customer’s and its Authorized Users’ use of the Non-Motorola Materials in connection with the Products. Customer will also obtain the necessary rights for Motorola to use such Non -Motorola Materials in connection with providing the Products, including the right for Motorola to access, store, and process such Non -Motorola Materials (e.g., in connection with SaaS Products), and to otherwise enable interoperation with the Products.
Customer represents and warrants that it will obtain the foregoing rights and licenses prior to accessing, using, or integrating the applicable Non -Motorola Materials with the Products, and that Customer and its Authorized Users will comply with any terms and conditions applica ble to such Non -Motorola Materials. If any Non-Motorola Materials requires access to Customer Data, Customer hereby authorizes Motorola to allow the provider of such Non -Motorola Materials to access Customer Data, in connection with the interoperation of such Non-Motorola Materials with the Products.
6.4. Customer acknowledges and agrees that Motorola is not responsible for, and makes no representations or warranties with respect to, the Non-Motorola Materials (including any disclosure, modification, or deletion of Customer Data resulting from use of Non -Motorola Materials or failure to properly interoperate with the Products). If Customer receives notice that any Non -Motorola Materials must be removed, modified, or disabled within the Products, Customer will promptly do so. Motorola will have the right to disable or remove Non-Motorola Materials if Motorola believes a violation of law, third -party rights, or Motorola’s policies is likely to occur, or if such Non -Motorola Materials poses or may pose a security or other risk or adverse impact to the Products, Motorola, Motorola’s systems, or any third party (including other Motorola customers).
6.5. Motorola may provide certain Non-Motorola Materials as an authorized sales representative of a third party as set out in a Proposal. As an authorized sales representative, the third party’s terms and conditions will apply to any such sales. Any orders for such Non-Motorola Materials will be fulfilled by the third party.
6.6. End User Licenses. Notwithstanding any provision to the contrary in the Agreement, certain Non -Motorola Materials software are governed by a separate license, EULA, or other agreement, including terms governing third-party equipment or software, such as open source software, included in the Products. Customer will comply, and ensure its Authorized Users comply, with any such additional terms applicable to third -party equipment or software. Certain third party flow-down terms applicable to Motorola Products may apply.
6.7. Prohibited Use. Customer will not integrate or use, or permit a third party or an Authorized User to integrate or use, any Non-Motorola Materials with or in connection with Licensed Software provided by Motorola under this Agreement, without the express written permission of Motorola.
6.8. Client Support. For Licensed Software requiring a local client installation, Customer is responsible for installing the current version. Motorola will support each client version for 45 days after its release but may update the client at any time, and does not guarantee support for prior client versions.
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7. Representations and Warranties.
7.1. Mutual Representations and Warranties . Each Party represents and warrants to the other Party that (a) it has the right to enter into, and execute, the Agreement and perform its obligations hereunder, and (b) the Agreement will be binding on such Party.
7.2. WARRANTY DISCLAIMER . PRODUCTS PURCHASED HEREUNDER ARE PROVIDED “AS IS” AND WITH ALL FAULTS. MOTOROLA DISCLAIMS ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS
OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, NON -INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND QUALITY. MOTOROLA DOES NOT
REPRESENT OR WARRANT THAT USE OF THE PRODUCTS WILL BE UNINTERRUPTED, ERROR- FREE, OR FREE OF SECURITY VULNERABILITIES, OR THAT THEY WILL MEET CUSTOMER’S PARTICULAR REQUIREMENTS.
7.3. ADDITIONAL WARRANTY EXCLUSIONS. NOTWITHSTANDING ANY PROVISION OF THE AGREEMENT
TO THE CONTRARY, MOTOROLA WILL HAVE NO LIABILITY FOR (A) DEFECTS IN OR DAMAGE TO PRODUCTS RESULTING FROM USE OTHER THAN IN THE NORMAL AUTHORIZED MANNER; (B)
TESTING, MAINTENANCE, REPAIR, INSTALLATION, OR MODIFICATION BY PARTIES OTHER THAN MOTOROLA; (C) CUSTOMER’S OR ANY AUTHORIZED USER’S FAILURE TO COMPLY WITH INDUSTRY AND OSHA OR OTHER LEGAL STANDARDS; (D) ISSUES OR OBSOLESCENCE OF LICENSED
SOFTWARE DUE TO CHANGES IN CUSTOMER OR AUTHORIZED USER REQUIREMENTS, EQUIPMENT, OR SYSTEMS; (E) TRACKING AND LOCATION-BASED SERVICES; OR (F) BETA SERVICES.
8. Indemnification.
8.1. General Indemnity. Motorola will defend, indemnify, and hold Customer harmless from and against any and all damages, losses, liabilities, and expenses (including reasonable fees and expenses of attorneys) arising from any actual third-party claim, demand, action, or proceeding (“Claim”) for personal injury, death, or direct damage to tangible property to the extent caused by Motorola’s negligence, gross negligence or willful misconduct while performing its duties under this Agreement, except to the extent t he claim arises from Customer’s negligence or willful misconduct. Motorola’s duties under this Section 8.1 – General Indemnity are conditioned upon: (a) Customer promptly notifying Motorola in writing of the Claim; (b) Motorola having sole control of the defense of the suit and all negotiations for its settlement or compromise to the extent allowed by applicable law; and (c) Cust omer cooperating with Motorola and, if requested by Motorola, providing reasonable assistance in the defense of the Claim.
8.2. Intellectual Property Infringement. Motorola will defend Customer against any third-party claim alleging that a Motorola-developed Product (the “Infringing Product”) directly infringes a United States patent or copyright (“Infringement Claim”), and Motorola will pay all damages finally awa rded against Customer by a court of competent jurisdiction for an Infringement Claim, or agreed to in writing by Motorola in settlement of an Infringement Claim. Motorola’s duties under this Section 8.2 – Intellectual Prop erty Infringement are conditioned upon: (a) Customer promptly notifying Motorola in writing of the Infringement Claim; (b) Motorola having sole control of the defense of the suit and all negotiations for its settlement or compromise; and (c) Customer cooperating with Motor ola and, if requested by Motorola, providing reasonable assistance in the defense of the Infringement Claim.
8.2.1. If an Infringement Claim occurs, or in Motorola’s opinion is likely to occur, Motorola may at its option and expense: (a) procure for Customer the right to continue using the Infringing Product; (b) replace or modify the Infringing Product so that it becomes non-infringing; or (c) grant Customer (i) a prorated refund of any amounts pre-paid for the Infringing Product (if the Infringing Product is Licensed Software) or (ii) a credit for the Infringing Product.
8.2.2. In addition to the other damages disclaimed under this Agreement, Motorola will have no duty to defend or indemnify Customer for any Infringement Claim that arises from or is based upon: (a) Customer Data, Customer-Provided Equipment, Non -Motorola Materials, or third -party equipment, hardware, software, data, or other third-party materials; (b) the combination of the Product with any products or materials not
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provided by Motorola; (c) a Product designed, modified, or manufactured in accordance with Customer’s designs, specifications, guidelines or instructions; (d) a modification of the Product by a party other than Motorola; (e) use of the Product in a manner for which the Product was not designed or that is inconsistent with the terms of this Agreement; or (f) the failure by Customer to use or install an update to the Product that is intended to correct the claimed infringement. In no event will Motorola’s lia bility resulting from an Infringement Claim extend in any way to any payments due on a royalty basis, other than a reasonable royalty based upon revenue derived by Motorola from Customer from sales or license of the Infringing Product.
8.2.3. This Section 8.2 – Intellectual Property Infringement provides Customer’s sole and exclusive remedies and Motorola’s entire liability in the event of an Infringement Claim.
9. Limitation of Liability.
9.1. EXCEPT FOR PERSONAL INJURY OR DEATH, THE TOTAL AGGREGATE LIABILITY OF MOTOROLA,
ITS AFFILIATES, AND ITS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, SUBCONTRACTORS, AGENTS, SUCCESSORS, AND ASSIGNS (COLLECTIVELY, THE “MOTOROLA PARTIES”), WHETHER BASED ON A CLAIM IN CONTRACT OR IN TORT, LAW OR EQUITY, RELATING
TO OR ARISING OUT OF THE AGREEMENT WILL NOT EXCEED THE TOTAL FEES PAID FOR THE APPLICABLE PRODUCT DURING THE CONSECUTIVE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT FROM WHICH THE FIRST CLAIM AROSE. EXCEPT FOR PERSONAL INJURY
OR DEATH, THE MOTOROLA PARTIES WILL NOT BE LIABLE IN CONNECTION WITH THIS AGREEMENT (WHETHER UNDER MOTOROLA’S INDEMNITY OBLIGATIONS, A CAUSE OF ACTION
FOR BREACH OF CONTRACT, UNDER TORT THEORY, OR OTHERWISE) FOR ANY INDIRECT,
INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES OR DAMAGES
FOR LOST PROFITS OR REVENUES, EVEN IF MOTOROLA HAS BEEN ADVISED BY CUSTOMER OR
ANY THIRD PARTY OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES AND WHETHER OR NOT SUCH DAMAGES OR LOSSES ARE FORESEEABLE.
9.2. EXCLUSIONS FROM LIABILITY. NOTWITHSTANDING ANY OTHER PROVISION OF THIS
AGREEMENT, MOTOROLA WILL HAVE NO LIABILITY FOR DAMAGES ARISING OUT OF (A) CUSTOMER
DATA, INCLUDING ITS TRANSMISSION TO MOTOROLA, OR ANY OTHER DATA AVAILABLE THROUGH THE PRODUCTS; (B) CUSTOMER-PROVIDED EQUIPMENT OR SITES; NON-MOTOROLA MATERIALS; THIRD-PARTY EQUIPMENT, HARDWARE, SOFTWARE, DATA, OR CONTENT; OR UNKNOWN OR UNAUTHORIZED COMBINATION OF PRODUCTS AND SERVICES; (C) LOSS OF DATA, HACKING, RANSOMWARE, THIRD-PARTY ATTACKS OR DEMANDS; (D) MODIFICATION OF PRODUCTS NOT AUTHORIZED BY MOTOROLA; (E) RECOMMENDATIONS PROVIDED IN CONNECTION WITH THE PRODUCTS PROVIDED UNDER THIS AGREEMENT; (F) DATA RECOVERY SERVICES OR DATABASE MODIFICATIONS; OR (G) CUSTOMER’S OR ANY AUTHORIZED USER’S BREACH OF THIS AGREEMENT OR MISUSE OF THE PRODUCTS.
IN ADDITION TO THE FOREGOING EXCLUSIONS FROM DAMAGES, AND NOTWITHSTANDING ANY
PROVISION OF THE AGREEMENT TO THE CONTRARY, MOTOROLA WILL HAVE NO LIABILITY FOR (A) INTERRUPTION OR FAILURE OF CONNECTIVITY, VULNERABILITIES, OR SECURITY EVENTS; (B) DISRUPTION OF OR DAMAGE TO CUSTOMER’S OR THIRD PARTIES’ SYSTEMS, EQUIPMENT, OR
DATA, INCLUDING DENIAL OF ACCESS TO USERS, OR SHUTDOWN OF SYSTEMS CAUSED BY INTRUSION DETECTION SOFTWARE OR HARDWARE; (C) AVAILABILITY OR ACCURACY OF ANY
DATA AVAILABLE THROUGH SOFTWARE-AS-A-SERVICE PRODUCTS, OR INTERPRETATION, USE, OR MISUSE THEREOF; (D) TRACKING AND LOCATION-BASED SERVICES; OR (E) BETA SERVICES.
9.3. Statute of Limitations. Customer may not bring any claims against a Motorola Party in connection with this Agreement or the Products more than one (1) year after the date of accrual of the cause of action.
10. Confidentiality.
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10.1. Confidential Information. Customer and Motorola agree that, subject to any applicable freedom of information or public records legislation, Motorola’s Confidentiality Terms apply to information shared between the Parties.
11. Proprietary Rights; Data; Feedback.
11.1. Motorola Materials. Customer acknowledges that Motorola may use or provide Customer with access to “Motorola Materials”. Except when Motorola has expressly transferred title or other interest to Customer in writing, the Motorola Materials are the property of Motorola or its licensors, and Motorola or its licensors retain all right, title and interest in and to the Motorola Materials (including, all rights in patents, copyrights, trademarks, trade names, trade secrets, know-how, other intellectual property and proprietary rights, and all associated goodwill and moral rights).
This Agreement does not grant to Customer any shared development rights in or to any Motorola Materials or other intellectual property, and Customer agrees to execute any documents and take any other actions reasonably requested by Motorola to effectuate t he foregoing. Motorola and its licensors reserve all rights not expressly granted to Customer, and no rights, other than those expressly granted herein, are granted to Customer by implication, estoppel or otherwise. Customer will not modify, disassemble, r everse engineer, derive source code or create derivative works from, merge with other software, distribute, sublicense, sell, or export the Products or other Motorola Materials, or permit any third party to do so.
11.2. Ownership of Customer Data . Customer retains all right, title and interest, including intellectual property rights, if any, in and to Customer Data. Motorola acquires no rights to Customer Data except those rights granted under this Agreement including the right to Process (as defi ned in the DPA) and use the Customer Data as set forth in the DPA.
11.3. Feedback. Any Feedback provided by Customer is entirely voluntary, and will not create any confidentiality obligation for Motorola, even if designated as confidential by Customer. Motorola may use, reproduce, license, and otherwise distribute and exploit the Feed back without any obligation or payment to Customer or Authorized Users and Customer represents and warrants that it has obtained all necessary rights and consents to grant Motorola the foregoing rights.
11.4. Improvements. The Parties agree that, notwithstanding any provision of this Agreement to the contrary, all fixes, modifications and improvements to the Products conceived of or made by or on behalf of Motorola that are based either in whole or in part on the Feedback, Customer Data, or Service Use Data (or otherwise) are the exclusive property of Motorola and all right, title and interest in and to such fixes, modifications or improvements will vest solely in Motorola. Customer agrees to execute any writte n documents necessary to assign any intellectual property or other rights it may have in such fixes, modifications or improvements to Motorola.
12. Force Majeure; Delays Caused by Customer.
12.1. Force Majeure. Except for Customer’s payment obligations hereunder, neither Party will be responsible for nonperformance or delayed performance due to events outside of its reasonable control. If performance will be significantly delayed, the affected Party will provid e notice to the other Party, and the Parties will agree (in writing) upon a reasonable extension to any applicable performance schedule.
12.2. Delays Caused by Customer. Motorola’s performance of the Products will be excused for delays caused by Customer or its Authorized Users or subcontractors, or by failure of any assumptions set forth in this Agreement (including in any Addendum or Proposal). In the event of a delay under this Section 13.2 – Delays Caused by Customer , (a) Customer will continue to pay the Fees as required hereunder, (b) the Parties will agree (in writing) upon a reasonable extension to any applicable performance schedule, and (c) Customer will compensate Motorola for its out -of-pocket costs incurred due to the delay (including those incurred by Motorola’s affiliates, vendors, and subcontractors).
13. Disputes. The Parties will use the following procedure to resolve any disputes relating to or arising out of this Agreement (each, a “Dispute”):
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13.1. Governing Law. All matters relating to or arising out of the Agreement are governed by the laws of the State of Illinois, unless Customer is the United States Government (or an agency thereof) or a state government or state agency or local municipality within the United States , in which case all matters relating to or arising out of the Agreement will be governed by the laws of the State in which the Products and Services are provided. The terms of the U.N. Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act will not apply.
13.2. Negotiation; Mediation. The Parties will attempt to timely resolve the Dispute promptly through good faith negotiations. Either Party may initiate dispute resolution procedures by sending a notice of Dispute (“Notice of Dispute”) to the other Party. The Parties will choose an independent mediator within thirty (30) days of such Notice of Mediation. Neither Party may unreasonably withhold consent to the selection of a mediator, but if the Parties are unable to agree upon a mediator, either Party may request that the American Arbitration Association nominate a mediator. Each Party will bear its own costs of mediation, but the Parties will share the cost of the mediator equally. Unless otherwise agreed in writing, all in person meetings under this Section 14.2 – Negotiation; Mediation will take place in Chicago, Illinois, and all communication relating to the Dispute resolution will be maintained in strict confidence by the Parties. Notwithstanding the foregoing, any Dispute arising from or relating to Motorola ’s intellectual property rights must be decided by a court of competent jurisdiction, in accordance with Section 14.3 – Litigation, Venue, Jurisdiction below.
13.3. Litigation, Venue, Jurisdiction. If the Dispute has not been resolved by mediation within sixty (60) days from the Notice of Mediation, either Party may submit the Dispute exclusively to a court in Cook County, Illinois , or in the case the Customer is the United States, a state agency, or local municipality, then the appropriate court in the State in which the Products and Services are provided. Each Party expressly consents to the exclusive jurisdiction of such courts for resolution of any Dispute and to enforce the outcome of any mediation.
14. General.
14.1. Compliance with Laws. Each Party will comply with applicable laws in connection with the performance of its obligations under this Agreement, including that Customer will ensure its and its Authorized Users’ use of the Products complies with law (including privacy laws), and Customer will obtain any FCC, FAA, and other licenses or authorizations (including licenses or authorizations required by foreign regulatory bodies) required for its and its Authorized Users’ use of the Products. Motorola may, at its discretion, cease providing or otherwise modify Products (or any terms related thereto in an Addendum or Proposal), in order to comply with any changes in applicable law.
14.2. Audit; Monitoring. Motorola will have the right to monitor and audit use of the Products, including an audit of total user licenses credentialed by Customer for any Licensed Software or SaaS Products, which may also include access by Motorola to Customer Data and Service Use Data. Customer will provide notice of such monitoring to its Authorized Users and obtain any required consents, including individual end users, and will cooperate with Motorola in any monitoring or audit. Customer will maintain during t he Term, and for two (2) years thereafter, accurate records relating to any licenses granted under this Agreement to verify compliance with this Agreement. Motorola or a third party (“Auditor”) may inspect Customer’s and, as applicable, Authorized Users’ premises, books, and records. Motorola will pay expenses and costs of the Auditor, unless Customer is found to be in violation of the terms of the Agreement, in which case Customer will be responsible for such expenses and costs. In the event Motorola determines that Customer’s usage of the Licensed Software or SaaS Product exceeded the number of licenses purchased by Customer at a given time, Motorola may invoice Customer for the additional licenses used by Customer, pro -rated for each additional license fr om the date such license was activated, and Customer will pay such invoice in accordance with the payment terms in the Agreement.
14.3. Assignment and Subcontracting. Neither Party may assign or otherwise transfer this Agreement without the prior written approval of the other Party. Motorola may assign or otherwise transfer this Agreement or any of its rights or obligations under this Agreement without consent (a) for financing purposes, (b) in connection with a merger, acquisition or sale of all or substantially all of its assets, (c) as part of a corporate reorganization, or (d) to a subsidiary corporation. Subject to the foregoing, this Agreement will be binding
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upon the Parties and their respective successors and assigns. Motorola may subcontract any of the work, but subcontracting will not relieve Motorola of its duties under this Agreement.
14.4. Waiver. A delay or omission by either Party to exercise any right under this Agreement will not be construed to be a waiver of such right. A waiver by either Party of any of the obligations to be performed by the other, or any breach thereof, will not be constr ued to be a waiver of any succeeding breach or of any other obligation. All waivers must be in writing and signed by the Party waiving its rights.
14.5. Severability. If any provision of the Agreement is found by a court of competent jurisdiction to be invalid, illegal, or otherwise unenforceable, such provision will be deemed to be modified to reflect as nearly as possible the original intentions of the Parties in accordance with applicable law. The remaining provisions of this Agreement will not be affected, and each such provision will be valid and enforceable to the full extent permitted by applicable law.
14.6. Independent Contractors . Each Party will perform its duties under this Agreement as an independent contractor. The Parties and their personnel will not be considered to be employees or agents of the other Party. Nothing in this Agreement will be interpreted as granting either Pa rty the right or authority to make commitments of any kind for the other. This Agreement will not constitute, create, or be interpreted as a joint venture, partnership, or formal business organization of any kind.
14.7. Third-Party Beneficiaries. The Agreement is entered into solely between, and may be enforced only by, the Parties. Each Party intends that the Agreement will not benefit, or create any right or cause of action in or on behalf of, any entity other than the Parties. Notwithstanding the foregoing, a licensor or supplier of third- party software included in the software Products will be a direct and intended third -party beneficiary of this Agreement.
14.8. Interpretation. The section headings in this Agreement are included only for convenience The words “including” and “include” will be deemed to be followed by the phrase “without limitation”. This Agreement will be fairly interpreted in accordance with its terms and conditions and not for or against either Party.
14.9. Notices. Notices required under this Agreement to be given by one Party to the other must be in writing and either personally delivered or sent to the address provided by the other Party by certified mail, return receipt requested and postage prepaid (or by a recognized courier service, such as FedEx, UPS, or DHL), and will be effective upon receipt.
14.10. Cumulative Remedies . Except as specifically stated in this Agreement, all remedies provided for in this Agreement will be cumulative and in addition to, and not in lieu of, any other remedies available to either Party at law, in equity, by contract, or otherwise. Except as specifically stated in this Agreement, the election by a Party of any remedy provided for in this Agreement or otherwise available to such Party will not preclude such Party from pursuing any other remedies available to such Party at la w, in equity, by contract, or otherwise.
14.11. Survival. The following provisions will survive the expiration or termination of this Agreement for any reason:
Section 3.5 – Customer Obligations; Section 4.6 – Effect of Termination or Expiration; Section 5 – Payment and Invoicing; Section 7.2 – Warranty Disclaimer; Section 7.3 - Additional Warranty Exclusions; Section 8.3 – Customer Indemnity; Section 9 – Limitation of Liability; Section 10 – Confidentiality; Section 1 1 – Proprietary Rights; Feedback; Section 1 2 – Force Majeure; Delays Caused by Customer ; Section 1 3 – Disputes; and Section 14 – General.
14.12. Entire Agreement. This Agreement, including all Addenda, and Proposals, constitutes the entire agreement of the Parties regarding the subject matter hereto, and supersedes all previous agreements, proposals, and understandings, whether written or oral, relating to this subject matter. This Agreement may be executed in multiple counterparts, and will have the same legal force and effect as if the Parties had executed it as a single document. The Parties may sign in writing or by electronic signature. An electronic signature, facsimile copy, or computer image of a signature, will be treated, and will have the same effect as an original signature, and will have the same effect, as an original signed copy of this document. This Agreement may be amended or modified only by a written instrument signed by authorized representatives of both Parties. The preprinted
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terms and conditions found on any Customer purchase order, acknowledgment, or other form will not be considered an amendment or modification or part of this Agreement, even if a representative of each Party signs such document.
The Parties hereby enter into this SSTC as of the Effective Date.
Motorola Solutions, Inc. Customer: _______________________ By: ______________________________ By: ______________________________ Name: ___________________________ Name: ____________________________ Title: ____________________________ Title: _____________________________ Date: ____________________________ Date: _____________________________
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