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<br />Exhibit A
<br />
<br />Software License Agreement
<br />
<br />In this Exhibit A, the term "Licensor" means Motorola, Inc., ("Motorola") or Printrak International,
<br />Incorporated, a Motorola company ("Printrak"); "Licensee," means the Customer; "Primary Agreement"
<br />means the agreement to which this exhibit is attached; and "Agreemenf' means this Exhibit and the
<br />applicable terms and conditions contained in the Primary Agreement. The Parties agree as follows:
<br />
<br />Section 1
<br />
<br />SCOPE
<br />
<br />Licensor will provide to Licensee proprietary software; or radio communications, computer, or other
<br />electronic products ("Products") containing embedded or pre-loaded proprietary software; or both.
<br />"Software" means proprietary software in object code format, and adaptations, translations, de-
<br />'compilations, disassemblies, emulations, or derivative works of the software, and may contain one or
<br />more items of software owned by a third party supplier ("Third Party Software"). Product and Software
<br />documentation that specifies technical and performance features and capabilities, and the user, operation
<br />and training manuals for the Software (including all physical or electronic media upon which this
<br />information is provided) a re collectively referred to as" Documentation." .T his Agreement contains the
<br />terms and conditions pursuant to which Licensor willI icense to Licensee, and Licensee may use, the
<br />Software and Documentation.
<br />
<br />Section 2
<br />
<br />GRANT OF LICENSE
<br />
<br />Subject to Section 1, Licensor hereby grants to Licensee a personal, non-transferable (except as
<br />permitted in Section 8 below), limited, and non-exclusive license under Licensor's applicable proprietary
<br />rights to use the Software and related Documentation for the purposes for which they were designed and
<br />in accordance with the terms and conditions of this Agreement. The license does not grant any rights to
<br />source code.
<br />
<br />If the Software is or includes Integration Framework, Customer Service Request ("CSR"), or Cityworks
<br />software, that Software is licensed pursuant to this Agreement plus a separate document entitled
<br />"Software License Agreement Rider for Integration Framework, Customer Service Request, or Cityworks
<br />Software" (which document is incorporated by this reference and is either attached to this Agreement or
<br />will be provided upon Licensee's request).
<br />
<br />Section 3
<br />
<br />LIMITATIONS ON USE
<br />
<br />3.1. Licensee may use the Software only for Licensee's internal business purposes and only in
<br />accordance with the Documentation. Any other use of the Software is strictly prohibited. Licensee may
<br />not for any reason modify, disassemble, peel components, decompile, otherwise reverse engineer or
<br />attempt to reverse engineer, derive source code, create derivative works from, adapt, translate, merge
<br />with other software, copy, reproduce, distribute, or export any Software or permit or encourage any third
<br />party to do so, except that Licensee may make one copy of Software provided by Licensor to be used
<br />solely for archival, back-up, or disaster recovery purposes. Licensee must reproduce all copyright and
<br />trademark notices on all copies of th.e Software and Documentation.
<br />
<br />3.2. Licensee may not copy onto or transfer Software installed in one Product device onto another
<br />device. Notwithstanding the preceding sentence, Licensee may temporarily transfer Software installed on
<br />one device onto another if the original device is inoperable or malfunctioning, if Licensee provides written
<br />notice to Licensor of the temporary transfer and the temporary transfer is discontinued when the original
<br />device is returned to operation. Upon Licensor's written request, Licensee must provide to Licensor a
<br />written list of all Product devices in which the Software is installed and being used by Licensee.
<br />
<br />CSA.FINAL.Set.1.1.0.05.revision.doc
<br />Motorola Contract No.
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