2017 044 Ordinance - Laserfiche WebLink

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2.11. "Proprietary Rights" means the patents, patent applications, inventions, copyrights, trade secrets, trademarks, trade names, mask works, know-how, and other intellectual property rights in and to the Equipment and Software, including those created or produced by Motorola under this Agreement and any corrections, bug fixes, enhancements, updates or modifications to or derivative works from the Software whether made by Motorola or another party. 2.12. "Services" means the services provided by Motorola under this Agreement. 2.13. "Software" means the Motorola Software and Non-Motorola Software, in object code format that is furnished with the Equipment. 2.14. "System" means the system for which Motorola provides the Products and Services under this Agreement. 2.15. "Warranty Period" means one (1) year from the date of shipment of the Products. Section 3 SCOPE OF AGREEMENT AND TERM 3.1. SCOPE OF WORK. Motorola will provide and install the Products, and perform its other contractual responsibilities, all in accordance with this Agreement. Customer will perform its contractual responsibilities in accordance with this Agreement. 3.2. CHANGE ORDERS. Either Party may request changes within the general scope of this Agreement. If a requested change causes an increase or decrease in the cost or time required to perform this Agreement, the Parties will agree to an equitable adjustment of the Contract Price, Pertormance Schedule, or both, and will reflect the adjustment in a change order. Neither Party is obligated to perform requested changes unless both Parties execute a written change order. 3.3. TERM. Unless terminated in accordance with other provisions of this Agreement or extended by mutual agreement of the Parties, the term of this Agreement begins on the Effective Date and continues until the purchased period of Services is completed. 3.4. SYSTEM UPGRADES. Motorola will provide System Upgrades pursuant to the Statements of Work in Exhibit B, and the applicable provisions of this Agreement (except for passage of title and risk of loss to Equipment, warranty commencement, and Exhibit C) will govern the implementation of the System Upgrades. Title and risk of loss to Equipment will pass at shipment, and warranty will commence upon delivery. 3.5. MAINTENANCE SERVICE. Motorola will provide maintenance services for the Equipment and support for the Motorola Software pursuant to the Statements of Work set forth in Exhibit C. The terms and conditions applicable to those maintenance and support services will be the Service Terms and Conditions, together with the appropriate Statements of Work set forth in Exhibit C. 3.6. MOTOROLA SOFTWARE. Any Motorola Software, including subsequent releases, is licensed to Customer solely in accordance with the Software License Agreement. Customer hereby accepts and agrees to abide by all of the terms and restrictions of the Software License Agreement. 3.7. NON-MOTOROLA SOFTWARE. Any Non-Motorola Software is licensed to Customer in accordance with the standard license, terms, and restrictions of the copyright owner on the Effective Date unless the copyright owner has granted to Motorola the right to sublicense the Non-Motorola Software pursuant to the Software License Agreement, in which case it applies and the copyright owner will have all of Licensor's rights and protections under the Software License Agreement. Motorola makes no representations or warranties of any kind regarding Non-Motorola Software. Non-Motorola Software may include Open Source Software. All Open Source Software is licensed to Customer in accordance with, and Customer agrees to abide by, the provisions of the standard license of the copyright owner and not the Software License Agreement. Upon request by Customer, Motorola will use commercially reasonable efforts to determine whether any Open Source Software will be provided under this Agreement; and if so, Mayfield Village_Ohio_System Upgrade + Maintenance Services _08.14.17 2 Motorola Contract No.