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ASTRO25 System Upgrade Agreement With Maintenance Services Motorola Solutions, Inc. ("Motorola") and Mayfield Village ("Customer") enter into this "Agreement," pursuant to which Customer will purchase and Motorola will sell the Products and Services, as described below. Motorola and Customer may be referred to individually as a "Party" and collectively as the "Parties." For good and valuable consideration, the Parties agree as follows: Section 1 EXHIBITS The exhibits listed below are incorporated into and made a part of this Agreement. In interpreting this Agreement and resolving any ambiguities, the main body of this Agreement takes precedence over the exhibits and any inconsistency between the exhibits will be resolved in their listed order. Exhibit A Motorola "Software License Agreement" Exhibit B "ASTRO25 System Upgrade Agreement II Statement of Work" Exhibit C Service Statement(s) of Work and "Service Terms and Conditions" Exhibit D "Pricing" Section 2 DEFINITIONS Capitalized terms used in this Agreement have the following meanings: 2.1. "Confidential Information" means any information that is disclosed in written, graphic, verbal, or machine-recognizable form, and is marked, designated, or identified at the time of disclosure as being confidential or its equivalent; or if the information is in verbal form, it is identified as confidential at the time of disclosure and is confirmed in writing within thirty (30) days of the disclosure. Confidential Information does not include any information that: is or becomes publicly known through no wrongful act of the receiving Party; is already known to the receiving Party without restriction when it is disclosed; is or becomes, rightfully and without breach of.this Agreement, in the receiving Party's possession without any obligation restricting disclosure; is independently developed by the receiving Party without breach of this Agreement; or is explicitly approved for release by written authorization of the disclosing Party. 2.2. "Contract Price" means the price for the purchased period of Services, excluding applicable sales or similar taxes and freight charges. 2.3. "Effective Date" means that date upon which the last Party executes this Agreement. 2.4. "Equipment" means the equipment provided by Motorola under this Agreement. 2.5. "Force Majeure" means an event, circumstance, or act of a third party that is beyond a Party's reasonable control (e.g., an act of God, an act of the public enemy, an act of a government entity, strikes or other labor disturbances, hurricanes, earthquakes, fires, floods, epidemics, embargoes, war, and riots). 2.6. "Infringement Claim" means a third party claim alleging that the Equipment manufactured by Motorola or the Motorola Software directly infringes a United States patent or copyright. 2.7. "Motorola Software" means Software that Motorola or its affiliated company owns. 2.8. "Non-Motorola Software" means Software that another party owns. 2.9. "Open Source Software" (also called "freeware" or "shareware") means software with either freely obtainable source code, license for modification, or permission for free distribution. 2.10. "Products" means the Equipment and Software provided by Motorola under this Agreement. Mayfield Village_Ohio_System Upgrade + Maintenance Services _08.14.17 1 Motorola Contract No.