003786 Software License Key Reactivation Addendum to Harris GovernmentCommunications Systems Division Terms and Conditions of Sale for Wireless Equipmenti Software and Services Effective Date: February 28, 2011 This Addendum (the "Addendum") to the Harris Government Communications Systems Division Terms and Conditions of Sale for Wireless Equipment, Software and Services (the ''Agreement") will apply to all Orders received from Customer for Equipment and/or Software purchased under the Agreement. In order to ·maintain the functionality of the Software purchased under the Agreement, as well as to be eligible for any new Software updates and upgrades, Customer agrees to the following: 1. Annual Software License Key Reactivation. Customer will reactivate the Software license key annually on or before the date of the one (1) year anniversary of the Agreement or, if the one ( 1) year anniversary date falls on a weekend or a federal holiday, on the first business day thereafter. To reactivate the Software license key; Customer must log onto the Harris WPG Internet website at www.premier.harris.com/wog or contact Harris WPG Customer Support at 1800-358-5297 to obtain a Software license key to renew the software for one (1} additional year. Customer acknowledges that timely reactivation of the Software license key is solely Customer's responsibility and Harris will not provide advance notification of Customer's annual reactivation deadline. Failure to timely and properly reactivate the Software license key may affect the operation of the Equipment ,and/or Software. 2. Annual_ Certification.. As part of the annual Software license key reactivation proce_ss, ,or as otherwi'se reques.te(fJ"f5y · Harris, - Customer will certify (a) that Equipment and/or ·:softWare purchased under_:ttt.e,''Agteement r.~rp_9ins in_ Customer's sol~ possession;; or '.(b) thaLEqµipmenthas been -lost, stolen;-· damaged or destroyed. Customer acknowledges and agrees that-· it: will ·· maltifoin. possession,-· ~of]lie' Eq\.Hpment ~Lall times, .Gu.stomer, a1$o.,,acknowledges and agd~_es__ -. . _that if. it transfers, sells, leases, convey~ Of otherwise_ pr?vides _ m(f ~quipment to a third party ::__ ':-~:~· ·.-:·~·:::without :the-prior written ··permisslon·:of Harris; ·then -0ustorner ·wilrvoicHts·:software Hcense~·-·~""= ..... · 1 Harris WPG Standard Terms and Conditions of Sale June 2012 HARRIS PROPRIETARY INFORMATION Harris Government Communications Systems Division Terms and Conditions of Sale for Wireless Equipment, Software and Services Effective Date: June 251 2012 1. Definitions. In addition to the terms defined e!sewhere, the following terms used herein have the following meanings: "Agreement" means the instrument of contracting; such as a Purchase Order, or other such designation which these terms and conditions of sale for Wireless Equipment, Software and Services are incorporated. b. "Customer" means the purchaser of Equipment, Software, or Services from Harris. c. "Date of Acceptance" means the date when the Customer receives an item of Equipment, Software and/or Services in an undamaged or non-defective condition. d. "Environmental laws" means any law or regulation in any jurisdiction worldwide applicable to the Agreement and includes but it is not limited to the recycling or treatment of waste equipment including the laws implementing the WEEE Directive. e. "Equipment" means any hardware, including components, but excluding any Software or Services. f. · "Harris" means Harris Corporation, acting through its Government Communications Systems Division. g. "Maintenance Agreement" means a separate agreement for maintenance of the items procured hereunder; such services are not included in this Agreement. h. · ''Purchase Order~ .rneans ·the Cust~merS'·'purchase Qrder ~· acknowledged~'bi:Harr;i.$.biprn~pts·~?rl9, p~y for each lot in accordan~e wrth the. payment term~_ __. . - -·- S~t fdrl:h.her·eih._ ·;·_ - .. --- ·. . . . ._. -. ·- ~ n. - , • •• to 7. Title and Risk of Loss.· Tit_le _-~n'cfris_I< of.loss for Equipment and Software media sold underJhe _ Agteement ·wm_ pass to CustO-mef_H_pgn' feCeft;)fof equipment 8. Payment Terms. 9. a. Payment for an invoice is due within 30 days from the date of the invoice. b. Domestic Purchase Orders (not including Maintenance Agreements) are for shipments of Equipment, Software and/or Services to be delivered or Services to be performed within the continental United States and Canada. Harris will submit an invoice within 30 days of the Date of Acceptance of an individual delivery of Equipment, Software or performance of Services as identified in the Purchase Orders. Annual Maintenance Agreement.- Upon expiration of the warranty period, Customer may execute a separate maintenance agreement with Harris for Equipment and/or Software. Such maintenance agreements are available for a percentage of the original Purchase Prices of the Equipment and/or Software. Annual maintenance agreements include: a. Customer te~ephone support during normal business hours, excludin·g holidays (Monday through Friday, Eastern Time). b. Additional 12-month warranty on Equipment, with respect to the Equipment Maintenance Agreement. c. For Software Maintenance Agreements Harris will provide notification of and free access to Software upgrades as defined in the maintenance agreement. 3 Harris WPG Standard Terms and Conditions of Sale June 2012 HARRIS PROPRIETARY INFORMATION 10. Equipment Return Policy. a. Equipment Damaged in Shipment. Upon receipt- of shipments, Customer should open and inspect all boxes immed!ately for possible freight damage. If damage is found, Customer must notify the delivery carrier within 48 hours and request an inspection from the freight carrier. After notifying the delivery carrier of damage, Customer will ·promptly contact Harris for further instructions. Damaged Equipment may not be returned without Harris' prior authorization. For Equipment returned under this paragraph the Date of Acceptance shall be adjusted to reflect the date repaired or undamaged Equipment is received. b. Items Shipped -in Error. If the Customer receives Equipment and/or Software in error, the Customer will promptly notify Harris and Harris will provide return instructions, pay shipping costs {provided Harris' instructions are followed) and provide a Return Material Authorization (RMA). Customer will retain the Equipment's original packing material for use in return shipment to Harris. c. Defective Equipment. Equipment is provided with either Harris' standard equipment warranty or the' manufacturer's standard equipment warranty. Upon discovery of a defect or other warrantyrelated problem, Customer shall promptly contact Harris for warranty support. Customer agrees not to return the Equipment until a service representative has issued an RMA, including a form which Customer must fill out describing the nature of the Equipment defect d. Other Reasons. If Custome·r desires to return Equipment for' other reasons, Customer must contact Harris -for a RMA Harris' custof!l_er--service representative will require a clear sti;;itement of the reason fb"t me- return-request -Upon ·ap'proval'ofGustdmer's request, an RMA-wrn -be issued. Customer will not return any Equipm:ent without an RMA. Equipment being returned may be subject to restocking and other charges. CUSTOM MANUFACTURED OR SPECIAL ORDER ITEMS ARE NOT RETURt\JABLE --.... ,-- - e: Upc11f Receipt-. of a Return ··Authorization. RMA-numbers must appear on each ihdividual package being returned. Customer is responsible for ensuring the safe retu-rn of Equipment for the full invoice amount and au s_hipping costs. Harrls may refuse shipments of Equipment returned without a valid RMA number. All Equipment being returned for credit must be returned in a timely manner and in good condition. If Equipment show evidence of damage, wear and tear, or if components or accessories are missing, then Harris at its sole judgment may reduce any credit agreed to prior to receipt of the Equipment. 11. Limited Warranty. ·a. Harris warrants the Equipment and Software ordered hereunder as of the Date of Acceptance to be substantially free from defects in material and workmanship. Harris' liability under this Limited Warranty will commence on the Date of Acceptance of the individual item of Equipment and Software and will terminate after 12 months. Written notice of any defects will be given to Harris upon discovery and Harris will promptly correct such defects by repair or replacement, at its option, without charge. Harris uses new and reconditioned parts to complete repairs and replacements under the terms of this warranty. Defective articles will not be returned to the Harris' factory without the prior written authorization of the Harris. Call 1-800-358-5297 to obtain a Return Material Authorization (RMA) number. Harris will determinate, in its sole discretion, existence and cause of the claimed defect. Specificalty excluded from the terms of this Limited Warranty are any defects which occur as a result of: L Acts of God. Physical impact, crash or foreign object damage. ii. 4 Harris WPG Standard Terms and Conditions of Sale June 2012 HARRIS PROPRIETARY INFORMATION Improper installation, use,· maintenance, storage, modification or alteration by the Customer or.its Customer. iv. The Customer's (or its customer's} operation of the Equipment delivered under this Agreement with any accessory, equipment or part not specifically approved by the Harris unless the Customer furnishes clear and convincing evidence that such accessory, equipment, or part was not a cause of the defect. v. Normal wear and tear. (The Customer recognizes that certain parts have a limited service life and will wear out through normal use.} vi. Equipment or Software subjected to misuse, detrimental exposure or negligence. iii. b. Harris is not responsible under this 'provision for defects with respect to items not provided by Harris or its subcontractors. · c. For purposes of Harris' warranties for Equipment and Software media, a "defect" is defined as a failure of any unit or component manufactured or supplied by Harris that is not attributable to unauthorized modification or alteration, misuse or lack of care in operation, maintenance or handling. Customer's written notice of the defect must include a description of the defect with detailed information reasonably sufficient for Harris to identify the defect and determine its probable cause. Components or parts that Customer claims to be defective must be available to Harris for inspection and testing. Customer may not return defective Equipment, components or parts without first obtaining an RMA an_d instructions from Harris. Customer is solely responsible for U.S. Customs and Border Protection clearance or permissions for aH replacement parts. d. CLAIMS UNDER ANY OF THE FOREGOING WARRANTIES ARE WAIVED UNLESS MADE WITHIN THE EQUIPMEN_T WARRANTY PERlOD IN THE CASE OF EQUIPMENT, OR WITHIN THE SOFTWARE WARRANTY PERIOD IN THE CASE OF SOFTWARE- Nn.·PERSON IS-AUTHORIZEDC"TO GIVE-' ANY~·oTHE;R. WARRANTIES OR ·r:o::·ASSUME'--ANY-·oTHEff --UAB!LFHES -ON. HARRIS'~ BEHALF,, JJNtESS· MADE OR ASSUMED IN ·WR!TINGB¥ A.,QULY AUTHORIZED REPRESENTATIVE 8F HARRIS. e. HARRlS' LIABILITY FOR BREACH OF ANY OR ALL WARRANllES . FOR EQUIPMENT, ·seFTWARE,··SERVICES·AND LICENSED HARRIS PROGRAMS IS EXPRESSLYLIMlTEDTO THE REPAIR, REPLACEMENT, OR R-EFUND -OF THE PURCHASE· PRIG~-: OF' SUCH' DEFECTIVE EQUIPMENT OR SOFTWARE, LESS A REASONABLE CHARGE FOR USE. IN NO EVENT WILL HARRIS OR ITS LICENSORS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES BY REASON OF ANY BREACH OF WARRANTY OR DEFECT IN MATERIALS OR WORKMANSHIP. HARRIS WILL NOT BE REQUIRED TO REPAIR, REPLACE, OR REFUND THE PURCHASE PRICE OF EQUIPMENT OR SOFTWARE WHICH HAVE BEEN SUBJECTED TO NEGLECT, ACCIDENT, OR IMPROPER USE, OR WHICH HAVE BEEN ALTERED OTHER THAN BY AUTHORIZED HARRIS PERSONNEL. f. THIS WARRANTY CONSTITUTES HARRIS' SOLE AND EXCLUSIVE LIABILITY HEREUNDER AND CUSTOMER'S SOLE AND EXCLUSIVE REMEDY FOR DEFECTIVE OR NONCONFORMING EQUIPMENT, SERVICES, AND SOFTWARE. THE FOREGOING WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES (EXCEPT AS TO TITLE), WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED, OR STATUTORY, INCLUD\NG, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, ANY IMPLIED WARRANTY OR CONDITION OF FITNESS FOR A PARTICULAR PURPOSE, OR ANY WARRANTY OR CONDITION ARISING OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, OR CUSTOM OR USAGE OF TRADE. CUSTOMER AGREES THAT NO CIRCUMSTANGE CAUSING CUSTOMER EXCLUSIVE AND LIMITED REMEDIES TO FAIL IN THEIR ESSENTIAL PURPOSE WILL INCREASE OR EXTEND ANY HARRIS WARRANTY. 5 Harris WPG Standard Terms and Conditions of Sale June 2012 HARRIS PROPRIETARY INFORMATION 12. Repairs. To repair any Wireless products Equipment after the 12-month, warranty has expired, Customer may ,call 1-800-358-5297 to obtain an RMA number and a quote for the estimated cost for repair. a. Repair Policy. To affect a repair on a Wireless Product, the Equipment and/or Software should be returned to the Harris' factory with a written description of the failure mode. Out-of-warranty repairs apply to any Equipment and/or Software whose standard 12-month warranty has expired, no Maintenance Agreement has been purchased and paid for, and/or any Equipment and/or Software damaged in a manner not covered by the standard warranty, including any defects which occur as identified under 11.a above. Equipment and/or Software should not be returned to the Harris' factory without an RMA. Call 1-800-358-5297 to obt?in an RMA number. b. Support Policy. Harris provides free help desk support throughout the warranty period and Maintenance Agreement of purchased Equipment and/or Software. Technical support is available Monday through Friday, during normal business hours (Eastern Time) excluding holidays, via the help desk support center at 1-800-358-5297. 13. Software License. a. Subject to full payment of the Purchase Price by Customer, Harris grants to Customer a nontransferable (except as expressly provided herein), nonexclusive license to use the Software (software, firmware, and documentation} .in connection with use of the Equipment purchased hereunder. The Software furnished_ with the Equipment will be of the latest generation available at the time of shipment of the Equipment. Harris is under no obligation to supply updates to the Software-except-where expressly-agreed to by the parties in writing._ ,=.. .... ~, ;b. This -license _ .is.· lirniJe_O,'~to' :q~J~pt;~Q:de 'programs and r~l<:lt~d docµment~Uo.n ~.onl-y' and--"·dpes,~not/~;P':T""."''. '.' '. ·-- ~pplyto CiOY oqh~correspornii.ng\$.QUrcecodeor prog(aI)l_listings:_ , ,,.:::-,;.,,,,,. ,..,., c. Customer acknowledges that Harris (or its licensor) has valuable ptoperty rights.in:the Software;L-·and the Software.: wilL-continu'e to be the sole and exclusive property. of Harris or _its .licensor~:~,, -customer will obtain notitletif-rights to the Sbftware. All rights in patents,-copyrights ,and trade··'."'.~: ... secrets in relation to the Software wm continue to be vested in Harris or ·its"-licensoL .... d. Customer will keep the Software confidential by affording access to the Software only to those of its employees, agents, or consultants having a need to know. In addition, Customer wiH employ its best efforts to prevent any unauthorized use, copying, publishing, reproducing, or disclosing of the Software and will treat the Software with the same care as its own confidential information. e. The Software may Customer may not Customer reverse Software or create writing. be used only in conjunction with the Equipment purchased hereunder. rent, lease, transfer, network, display, or distribute .the Software, nor may engineer, disassemble, decompile, modify, alter, translate, or adapt the any derivative thereof, except where expres,sly agreed to by the parties in f.. Customer acknowledges that a violation of this Agreement would cause irreparable injury to Harris or its licensor, and that Harris or its licensor will be entitled, in addition to any other rights and remedies it may have, at law or in equity, to an injunction enjoining and restraining Customer from doing or continuing to do any such act and any other violations or threatened violations of this Agreement. Furthermore, Customer agrees that if Harris or its licensor should waive any breach of any provision of this Agreement, it will not thereby be deemed to have waived any preceding or succeeding breach of the same or any other provision of this Agreement. If Customer seUs or otherwise disposes of Customer-owned media on which any Software is fixed, such media must be erased before any sale or disposal. 6 Harris WPG Standard Terms and Conditions of Sale June 2012 HARRIS PROPRIETARY INFORMATION 14. Availability Discontinued/Last Time Buy. Harris makes no representation about the continued availability of the Equipment and Software. Harris reserves the right, in its sole discretion, with or without notice, without incurring any liability to Customer or otherwise whether in contract or tort, to discontinue manufacturing or selling any Equipment and Software at any time or from time to time. Harris may within its sole discretion provide Customer with an opportunity to purchase such quantities of.the Equipment or Software as Customer estimates it may need ("last time buy") within 30 days of Customer's receipt of notice from Harris. Customer's last time buy rights are limited to products available in Harris' inventory at the time of Customer's request. Harris will provide warranty services and make spare parts available to Customer for a period of one (1} year after notice by Harris to Customer that the Equipment has been discontinued or for a period of 90 days after notice to Customer that the Software has been discontinued. 15. Intellectual Property Indemnification. a. In the event any Equipment to be furnished under this Agreement is not to be made in accordance with drawings, samples or manufacturing specifications designated by Customer, but rather is the design of Harris, Harris agrees that it will, at its own expense and at its option, defend or settle any claim, suit, or proceeding brought against Customer or any customer of Customer, based on an allegation that the Equipment ,furnished under this Agreement constitutes a direct or a contributory infringement of any claim of any United States patent, mask work, copyright or any other intellectual property right. This obligation will be effective only if Customer will have made all payments then due and if Harris is notified promptly of said allegation in writing and given authority, information, and assistance for the settlement or defense of said claim, suit, or proceeding. Harris will pay all damages and costs assessed in such stilt or proceedings. In the event bf a final adjud\"cation by a court of competent jurisdiction that the Equipment or any. part thereof infringes .or Violates any·third· party intellectual property · · righr-'or-iftne usa:or-"sale ·thereof'is·'€'njo1'riea';··>c:Yr..-if-the ·provisions '·of ·any neg0UatedwHI; t~:r,:tbe--·.fullest· ext~nt··permitted. by applicable~'lawdefe.ad -;an;d :hb:ld-1he '''·:·disclosing;party-harmless:bjection it may now or hereafter have to venue or personal jurisdiction in each such court. 23. Jury Waiver. Customer and Harris further agree, to the extent permitted by law, to waive all rights to a trial by jury of any action relating to the dispute or interpretation of the agreement, whether sounding in contract, tort, or otherwise. The parties specifically .acknowledge that this waiver is made knowin9ly and voluntarily after an adequate opportunity to negotiate its terms and that such waiver is material consideration for the sale and purchase contemplated hereby. 24. Assumption of Risk. Each party hereto acknowledges (a) the risks of its undertakings hereunder, (b) the uncertainty of the benefits and obligations hereunder, and (c) its assumption of such risks and uncertainty. Each party has conducted its own due diligence and requested and reviewed any contracts, business plans, financial documents and other written material as in such party's opinion will be the basis of that party's decision to enter into the Agreement 25. Reliance on Counsel and Other Advisors. Each party has consulted such legal, financial 1 technical or other experts it deems necessary or desirable before entering into the Agreement. Each party represents and warrants that it has read, knows, understands and agrees with the terms of the Agreement, arid the Agreement will not be construed against either party as the drafter. 10 Harris WPG Standard Terms and Conditions of Sale June 2012 HARRES PROPRIETARY JNFORMATION 26. Compliance with Applicable Laws. Customer warrants that Customer will comply with any and all applicable U.S. federal, state and local laws, and will operate in good faith to comply with other laws and regulations and industry best practices, applicable to such party's performance hereunder, and will promptly act to correct any noncompliance once identified. · 27. General Provisions. a. Publicity. Neither party will, without the prior written consent of the other party: (a) issue any news release, public announcement, denial or confirmation of this Agreement or its subject matter; or (b) in any manner advertise or publish the fact of this Agreement b. Disputes. The parties will to the fullest extent practical resolve disputes through collaborative procedures. To that end, any and all disputes between the parties will be quickly addressed to. prevent such disputes from causing contractual or performance problems. c. Assignment. Customer wm not assign any of its rights under thls Agreement, _voluntarily or involuntarily, whether by merger. consolidation, dissolution, operation of law or any other manner. Any purported assignment of rights in violation of this Section is null and void. d. Enforceability. If any provision of thls Agreement is held invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining provisions will, to the extent of such ·invalidity, illegality, or unenforceability, be severed, but without in-any way affecting the remainder of such provision or any other provision contained h~rein, all of which will continue in full force and effecL ,f3· ...N9. W~i,y~r- V\f ~iyer qr f~ilPW •.b.Y Jd~rri~J9 .:~pf()rq~.:a,qy.gf th~ ten11~. qr cor:i9Jtions .hereun9~r or.the_ ... :.: ~0~~~~;~~~=~~= . f. ___ -C this ·Headings. Headings· in Agreeme.nlare providedfor the convenience only ar:i_d do not affect this.Agreement's .construdion,.orinterpretation.. · , In the event this Agreement relates to a U.S. federal government prime contract or subcontract, nothing contained ip this Agreement will be construed to authorize the waiver of any provision of law as prescribed in Federal Acquisition Regulation (FAR) Part 12, or terms as set forth in the current version of FAR 52.244-6, Subcontracts for Commercial Items, if applicable. g. Orders Issued under Government Prime or Subcontracts. h. Notices. All notices must be ·jn writing and will be effective when received by (1) personal delivery, (2) registered, certified, or nationally recognized overnight mail, proof of receipt requested, and (3) facsimile, if confirmed within three (3) business days by one of the other methods herein, at the addresses or facsimile numbers indicated or to such other addresses or facsimile numbers as the parties may specify by giving notice pursuant hereto. A copy of all notices must be sent to Harris Corporation, PO Box 37, Mail Stop: R5/11A, Melbourne, FL 32902, Attention: Contracts Manager, or email to wpg@harris.com. i. English Language. The parties confirm that it is their wish that this Agreement, as well as any other documents relating hereto including notices, have been and will be drawn up in English only. j. GSA. All purchase orders issued under the General Services Administration (GSA) Schedule #GS-35F-0283J are subject to the GSA Terms and Conditions which will supersede all other terms and conditions provided. 11 Harris WPG Standard Terms and Conditions of Sale June 2012 HARRIS PROPRIETARY INFORMATION k. Survivability. The following prov1s1ons shall survive the completion or termination of th.is Agreement: Section 3 (Restricted Use), Section 11 (Limited Warranty}, Section 13 (Software License), Section 15 (Intellectual Property lndemrlffication), Section 19 (Export and Re-export Restrictions), Section 21 (Limitation of Liability}, Section 22- (Applicable Law, Venue and Jurisdiction), Section 23 (Jury Waiver), and Section 27 (General Provisions). 28. Entire Agreement. The Agreement supersedes all previous proposals, negotiations, conversations, and understandings, whether oral or written, ano constitutes the sole and entire agreem~nt between the parties pertaining to the subject matter hereof. No modification or deletion of, or addition to these terms, will be binding unless made in writirig and signed by duly authorized representatives of both parties. Harris GCSD ~ame Customer , p.J'TtACT"S fJf~ll... Title .1 l ·Apt.; I ·t..r;>I!> · Date ... i - , Date ~ •. s. j... r.:..:•.; .: 0:. - OMO........ ·. . .:·., ..... .. # :-~~ o'o - •-V°' ~ •.. ... r •• -:. ·- ,. . .. ~.... - .i - 12 Harris WPG Standard Terms and Conditions of Sale June 2012 HARRIS PROPRIETARY INFORMATION .. ;....... •