Motorola Solutions Customer Agreement

1. Agreement

This Motorola Solutions Customer Agreement (the “MCA”) 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, and (b) the date of the last signature on the Agreement (the “Effective Date”).

1.1. Scope; Agreement Documents

This MCA governs Customer's purchase of Products (as defined below) from Motorola. Additional terms and conditions applicable to specific Products are set forth in one or more agreed upon addenda incorporated within this MCA (each an “Addendum”, and collectively the “Addenda”). This MCA, 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 MCA or any Addenda, but only as applicable to the Products and Services described in the Proposal.

2. Definitions

“Authorized Users”: Customer's employees and contractors engaged for the purpose of supporting or using the Products and Services 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”: A written amendment to this Agreement after the Effective Date.
“Communications System”: A solution that includes at least one radio Product, whether devices, software, or infrastructure, and requires Integration Services to deploy such radio Product at a Customer Site or onto any Customer-Provided Equipment or Equipment provided to Customer.
“Contract Price” or “Fees”: The charges applicable to the Products, excluding applicable sales or similar taxes and freight charges.
“Confidential Information”: 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 equivalent 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”: Components, including equipment and software, not provided by Motorola which may be used with the Products.
“Data Processing Addendum” or “DPA”: 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 provisions 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.
“Delivery”: The applicable delivery for a Product as described in Section 5.7 of this Agreement.
“Documentation”: 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.
“Equipment”: Hardware provided by Motorola.
“Equipment Lease-Purchase Agreement”: The agreement by which Customer finances all or a portion of the Contract Price.
“Feedback”: 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”: 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”: Software which is made available to Customer by Motorola (for example software preinstalled on Equipment, 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.
“Lifecycle Management Services” or “LMS”: Upgrade services as set out in the applicable Proposal.

“Maintenance and Support Services”:

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