HomeMy WebLinkAbout2026-04-23 - Oshkosh WI US SSA - Standalone Subscription Services Agreement - Clean
Motorola Solutions, Inc
US Standalone SSA v2.1.1 8.8.2025 1
Motorola Solutions Subscription Services Agreement
This Motorola Solutions Subscription Services Agreement (the “SSA”) 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, (b) the date of
the last signature on the Agreement; and (c) the date Customer accepts the Agreement online (the “Effective
Date”).
1. Agreement.
1.1. Scope; Agreement Documents. This SSA governs Customer’s purchase of Subscription Services and
certain related Licensed Software and Professional Services from M otorola. Additional terms and conditions
applicable to specific Products are set forth in one or more agreed upon addenda incorporated within this
SSA (each an “Addendum”, and collectively the “Addenda”). This SSA, 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 SSA or any Addenda,
but only as applicable to the Products described in the Proposal.
2. Definitions.
“Authorized Users” means Customer’s employees and contractors engaged for the purpose of supporting or
using the Products 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 s ignatory
accepted), which may include affiliates or other Customer agencies.
“Change Order” means a written amendment to this Agreement after the Effective Date.
“Fees” means the charges applicable to the Products, excluding applicable sales or similar tax es and freight
charges.
“Confidential Information” means 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” means components, including equipment and software, not provided by
Motorola which may be used with the Products.
“Data Processing Addendum” or “DPA” means 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.
“Documentation” means 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.
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“Feedback” means 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” means 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” means software which is made available to Customer by Motorola (for example software
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.
“Motorola Data” means data owned by Motorola and made available to Cust omer in connection with the
Products;
“Motorola Materials” means proprietary equipment, hardware, content, software, tools, data, and other
materials, including designs, utilities, models, methodologies, systems, and specifications, which Motorola has
developed or licensed from third parties (including any corrections, bug fixes, enhancements, updates,
modifications, adaptations, translations, de-compilations, disassemblies, or derivative works of the foregoing,
whether made by Motorola or another party). Products, Motorola Data, Third-Party Data (as defined in the DPA),
and Documentation, are considered Motorola Materials.
“Non-Motorola Materials” means collectively, Customer or third-party equipment, software, services,
hardware, content, and data that is not provided by Motorola.
“Proposal” means solution descriptions, pricing, equipment lists, statements of work (“SOW”), schedules,
technical specifications, quotes, order forms, and other documents setting forth the Products to be purchased
by Customer and provided by Motorola.
“Products” or “Product” is how the Licensed Software and Services being purchased by the Cu stomer is
collectively referred to in this Agreement (collectively as “Products”, or individually as a “Product”).
“Professional Services” are services provided by Motorola to Customer under this Agreement, including
Integration Services, the nature and scope of which are more fully described in the Proposal.
“Prohibited Jurisdiction” means any jurisdiction in which the provision of such Products is prohibited under
applicable laws or regulations.
“Services” means services, including access to services, as described in the Proposal, and includes Integration
Services, Subscription Services, and Professional Services provided by Motorola.
“Service Completion Date” means the date of Motorola’s completion of the Services described in a Proposal.
“Service Use Data” has the meaning given to it in the DPA.
“Site” or “Sites” means the location where the Integration Services will take place.
“Software-as-a-Service” or “SaaS” means a solution that includes at least one Subscription Service and
associated Licensed Software, which may include, as an example, client software or a web page.
“Subscription” means a recurring payment for Products, as set out in the Proposal.
“Subscription Services” or “Recurring Services” means Services, including access to Services, paid for on
a subscription basis. Subscription Services includes services available through SaaS Products.
“Term” means the term of this SSA which will commence on the Effective Date and continue until six (6) months
after the termination, expiration, or discontinuance of Subscriptions under the last Proposal in effect.
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3. Products and Services.
3.1. Products. Motorola will sell (a) licenses to Licensed Software, and (b) Services to Customer, to the extent
each is set forth in this Agreement. At any time during the Term, Motorola may substitute any Products at
no cost to Customer, if the substitute is substanti ally similar to the Products set forth in this Agreement. All
Licensed Software is provided pursuant to the terms of the Software License Agreement.
3.2. Services.
3.2.1. Motorola will provide Services, to the extent set forth in this Agreement.
3.2.2. Integration Services; Maintenance and Support Services. Motorola will provide Integration Services at
the applicable Sites, agreed upon by the Parties.
3.2.3. Service Proposals. The Fees for Services will be set forth in Motorola’s Proposal. A Customer point of
contact may be set forth in the applicable SOW for the Services.
3.2.4. Service Completion. Services described in a Proposal will be deemed complete upon the Service
Completion Date, or as Services expire, or are renewed or terminated.
3.2.5. Professional Services
3.2.5.1. Additional Service Terms. If Customer is purchasing Professional Services to evaluate or assess
networks, systems or operations; network security assessment or network monitoring; software
application development Services; or transport connectivity services, Additional Services Terms apply.
3.3. Additional Product Terms. If the Products include one of the following Products or Product types, additional
terms apply as found in the below links:
AI Terms
Comparison Manager
Data licensed from Motorola
Drone related Products
Mobile Video Products, such as LPR cameras, bodycams, or vehicle cameras, and related software
3.4. Non-Preclusion. If, in connection with the Products provided under this Agreement, Motorola performs
assessments of its own, or related, products or makes recommendations, including a recommendation to
purchase other products, nothing in this Agreement precludes such efforts nor precludes Motorola from
participating in a future competitive bidding process or otherwise offering or selling the recommended
products to Customer. Customer represents that this paragraph does not violate its procurement standards
or other laws, regulations, or policies.
3.5. Customer Obligations. Customer represents that information Customer provides to Motorola in connection
with receipt of Products are accurate and complete in all material respects. If any assumptions in the
Proposals or information provided by Customer prove to be incorrect, or if Customer fails to perform any of
its obligations under this Agreement, Motorola’s ability to perform its obligations may be impacted and
changes to the Agreement, including the scope, Fees, and performance schedule may be required.
3.6. Documentation. Products may be delivered with Documentation. Documentation is and will be owned by
Motorola, unless otherwise expressly stated in a Proposal that certain Documentation will be owned by
Customer. Motorola hereby grants Customer a limited, royalty-free, worldwide, non-exclusive license to use
the Documentation solely for its internal business purposes in connection with the Products.
3.7. Authorized Users. Customer will ensure its employees and Authorized Users comply with the terms of this
Agreement and will be liable for all acts and omissions of its employees and Authorized Users. Customer is
responsible for the secure management of Authorized Users’ names, passwords and login credentials for
access to Products.
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3.8. Export Control. Customer, its employees, and any other Authorized Users will not access or use the Products
in any Prohibited Jurisdiction, and Customer will not provide access to the Produ cts to any government,
entity, or individual located in a Prohibited Jurisdiction. Customer represents and warrants that (a) it and its
Authorized Users are not named on any U.S. government list of persons prohibited from receiving U.S.
exports, or transacting with any U.S. person; (b) it and its Authorized Users are not a national of, or a
company registered in, any Prohibited Jurisdiction; (c) Customer will not permit its Authorized Users to
access or use the Products in violation of any U.S. or other app licable export embargoes, prohibitions or
restrictions; and (d) Customer and its Authorized Users will comply with all applicable laws regarding the
transmission of technical data exported from the U.S. and the country in which Customer, its employees,
and the Authorized Users are located.
3.9. Change Orders. Unless a different change control process is agreed upon in writing by the Parties, a Party
may request changes to an Addendum or a Proposal by submitting a Change Order to the other Party. If a
requested change causes an increase or decrease in the Products, the Parties by means of the Change
Order will make appropriate adjustments to the Fees, project schedule, or other matters. Change Orders are
effective and binding on the Parties only upon execution of the Change Order by an authorized
representative of both Parties.
4. Term and Termination.
4.1. Term. The applicable Addendum or Proposal will set forth the Term for the Products governed thereby.
4.1.1. Subscription Terms. Unless otherwise specified in the Proposal, for Products purchased as a
Subscription, the Subscription commences upon Delivery of, or Customer having access to, the first
applicable Product ordered under this Agreement and will continue for a twelve (12) month period or such
other period identified in a Proposal (the “Initial Subscription Period”) and, unless otherwise stated in
the Proposal, will automatically renew for additional twelve (12) month periods (each, a “Renewal
Subscription Year”), unless either Party notifies the other of its intent not to renew at least thirty (30)
days before the conclusion of the then-current Subscription Term. (The Initial Subscription Period and
each Renewal Subscription Year will each be referred to herein as a “Subscription Term”.) Motorola
may increase Fees prior to any Renewal Subscription Year by notifying Customer of the proposed
increase no later than thirty (30) days prior to commencement of the Renewal Subscription Year.
4.2. Termination. Either Party may terminate the Agreement or the applicable Addendum or Proposal if the other
Party breaches a material obligation under the Agreement and does not cure such breach within thirty (30)
days after receipt of notice of the breach or fails to produce a cure plan within such period of time. Each
Addendum and Proposal may be separately terminable as set forth therein.
4.3. Termination for Non-Appropriation. In the event any identified funding is not appropriated or becomes
unavailable, the Customer reserves the right to terminate this Agreement for non -appropriation upon thirty
(30) days’ advance written notice to Motorola. In the event of such termination, Motorola shall be entitled to
compensation for all conforming Products delivered or performed prior to the date of termination.
4.4. Suspension of Services. Motorola may promptly terminate or suspend any Products under a Proposal if
Motorola determines: (a) the related Product license has expired or has terminated for any reason; (b) the
applicable Product is being used on a hardware platform, operating system, or version not app roved by
Motorola; (c) Customer fails to make any payments when due; or (d) Customer fails to comply with any of
its other obligations or otherwise delays Motorola’s ability to perform.
4.5. Wind Down of Subscription. In addition to the termination rights in this Agreement, Motorola may terminate
any Subscription Term, in whole or in part, in the event Motorola plans to cease offering the applicable
Licensed Software or Subscription Services to customers.
4.6. Effect of Termination or Expiration. Upon termination for any reason or expiration of this Agreement, an
Addendum, or a Proposal, Customer and the Authorized Users will return or destroy (at Motorola’s option)
all Motorola Materials and Motorola’s Confidential Information in their possession or control and, as
applicable, provide proof of such destruction. If Customer has any outstanding payment obligations under
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this Agreement, Motorola may accelerate and declare all such obligations of Customer immediately due and
payable by Customer. Notwithstanding the reason for termination or expiration, Customer agrees to pay
Motorola for Products already delivered or performed. Customer has a duty to mitigate any damages under
this Agreement, including in the event of default by Motorola and Customer’s termination of this Agreement.
4.7. Early Termination. In the event that Customer purchases any Product at a price below the published list
price for such Product in connection with Customer entering into a fixed- or minimum required Subscription
TermSubscription Term for Products, and Customer or Motorola terminates the Agreement prior to the
expiration of such Subscription Term, then Motorola will have the right to invoice Customer for, and Customer
will pay, the amount of the discount to the published list price for the Product or such other amount set forth
in writing. This Section will not limit any other remedies Motorola may have with respect to an early
termination.
5. Payment, Invoicing, Delivery and Risk of Loss
5.1. Fees. Fees and charges applicable to the Products will be as set forth in the applicable Proposal. Changes
in the scope of Products described in a Proposal that require an adjustment to the Fees will be set forth in
the applicable pricing schedule. The Fees for any Products exclude expenses associated with unusual and
costly Site access requirements, tariffs, fluctuations in the costs of energy, raw materials, and fuel. Motorola
reserves the right to equitably adjust the Fees for these expenses upon written notice to Customer. Customer
will reimburse Motorola for expenses reasonably incurred by Motorola in connection with the Products. The
annual Subscription Fee for Products may include certain one-time Fees, such as start-up fees, license fees,
or other fees set forth in a Proposal. Motorola may suspend Licensed Software and any Subscription
Services if Customer fails to make any payments within thirty (30) days of invoice due date when due.
Motorola acknowledges the Customer may require the issuance(s) of a purchase order o r notice to proceed
as part of the Customer’s procurement process. However, Customer agrees that the issuance or non -
issuance of a purchase order or notice to proceed does not preclude the Customer from its contractual
obligations as defined in this Agreement.
5.2. Taxes. The Fees do not include any excise, sales, lease, use, property, or other taxes, assessments, duties,
or regulatory charges or contribution requirements (collectively, “Taxes”), all of which will be paid by
Customer, except as exempt by law, unless otherwise specified in a Proposal. If Motorola is required to pay
any Taxes, Customer will reimburse Motorola for such Taxes (including any interest and penalties) within
thirty (30) days after Customer’s receipt of an invoice therefore. Customer will be solely responsible for
reporting the Products for personal property tax purposes, and Motorola will be solely responsible for
reporting taxes on its income and net worth.
5.3. Invoicing. Motorola will invoice Customer as described in this Agreement and Customer will pay all invoices
within thirty (30) days of the invoice date or as otherwise specified in writing. Late payments will be subject
to interest charges at the maximum rate permitted by law, commencing upon the due date. Motorola may
invoice electronically via email, and Customer agrees to receive invoices via email. Customer acknowledges
and agrees that a purchase order or other notice to proceed is not required for payment for Products.
5.4. Payment. Customer will pay invoices for the Products provided under this Agreement in accordance with the
invoice payment terms set forth in Section 5.3. Generally, invoices are issued upon Motorola’s Delivery of
Licensed Software or Customer access to SaaS Products, as applicable, but if a specific invoicing or
payment schedule is set forth in the Agreement, such schedule will determine the invoicing cadence.
Motorola will have the right to suspend future deliveries of Products if Customer fails to make any payme nts
when due.
5.5. Delivery and Title. Delivery of SaaS Products will occur when the Services are made available to Customer
(“Delivery”). Title to Licensed Software will not pass to Customer at any time.
5.6. Future Regulatory Requirements. The Parties acknowledge and agree that certain Products (for example,
cyber services) are in evolving technological areas and therefore, laws and regulations regarding Products
may change. Changes to existing Products required to achieve regulatory compliance may be available fo r
an additional fee. Any required changes may also impact the price for Products.
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6. Sites; Customer-Provided Equipment; Non-Motorola Materials.
6.1. Access to Sites. Customer will facilitate Motorola’s access to the Sites as necessary. Customer will ensure
that Sites are suitable for the installation, use, and maintenance of the Products.
6.2. Customer-Provided Equipment. Customer will be responsible, at its sole cost and expense, for providing and
maintaining the Customer-Provided Equipment in good working order. Customer represents and warrants
that it has all rights in Customer-Provided Equipment to permit Motorola to access and use the applicable
Customer-Provided Equipment to provide the Products under this Agreement, and such access and use will
not violate any laws or infringe any third-party rights (including intellectual property rights). Customer (and
not Motorola) will be fully liable for Customer-Provided Equipment, and Customer will immediately notify
Motorola of any Customer-Provided Equipment damage, loss, change, or theft that may impact Motorola’s
ability to provide the Products under this Agreement, and Customer acknowledges that any such events
may cause a change in the Fees or performance schedule under the applicable Proposal.
6.3. Non-Motorola Materials. In certain instances, Customer may be permitted to access, use, or integrate Non -
Motorola Materials with or through the Products. If Customer accesses, uses, or integrates any Non-Motorola
Materials with the Products, Customer will first obtain all necessary rights and licenses to permit Customer’s
and its Authorized Users’ use of the Non-Motorola Materials in connection with the Products. Customer will
also obtain the necessary rights for Motorola to use such Non-Motorola Materials in connection with
providing the Products, including the right for Motorola to access, store, and process such Non -Motorola
Materials (e.g., in connection with SaaS Products), and to otherwise enable interoperation with the Products.
Customer represents and warrants that it will obtain the foregoing rights and licenses prior to accessing,
using, or integrating the applicable Non-Motorola Materials with the Products, and that Customer and its
Authorized Users will comply with any terms and conditions applicable to such Non-Motorola Materials. If
any Non-Motorola Materials requires access to Customer Data, Customer hereby authorizes Motorola to
allow the provider of such Non-Motorola Materials to access Customer Data, in connection with the
interoperation of such Non-Motorola Materials with the Products.
6.4. Customer acknowledges and agrees that Motorola is not responsible for, and makes no representations or
warranties with respect to, the Non-Motorola Materials (including any disclosure, modification, or deletion of
Customer Data resulting from use of Non-Motorola Materials or failure to properly interoperate with the
Products). If Customer receives notice that any Non-Motorola Materials must be removed, modified, or
disabled within the Products, Customer will promptly do so. Motorola will have the right to disable or remove
Non-Motorola Materials if Motorola believes a violation of law, third-party rights, or Motorola’s policies is
likely to occur, or if such Non-Motorola Materials poses or may pose a security or other risk or adverse
impact to the Products, Motorola, Motorola’s systems, or any third party (including other Motorola
customers).
6.5. Motorola may provide certain Non-Motorola Materials as an authorized sales representative of a third party
as set out in a Proposal. As an authorized sales representative, the third party’s terms and conditions will
apply to any such sales. Any orders for such Non-Motorola Materials will be fulfilled by the third party.
6.6. End User Licenses. Notwithstanding any provision to the contrary in the Agreement, certain Non-Motorola
Materials software are governed by a separate license, EULA, or other agreement, including terms governing
third-party equipment or software, such as open source software, included in the Products. Customer will
comply, and ensure its Authorized Users comply, with any such additional terms applicable to third-party
equipment or software. Certain third party flow-down terms applicable to Motorola Products may apply.
6.7. Prohibited Use. Customer will not integrate or use, or permit a third party or an Authorized User to integrate
or use, any Non-Motorola Materials with or in connection with Licensed Software provided by Motorola under
this Agreement, without the express written permission of Motorola.
6.8. Client Support. For Licensed Software requiring a local client installation, Customer is responsible for
installing the current version. Motorola will support each client version for 45 days after its release but may
update the client at any time, and does not guarantee support for prior client versions.
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7. Representations and Warranties.
7.1. Mutual Representations and Warranties. Each Party represents and warrants to the other Party that (a) it
has the right to enter into, and execute, the Agreement and perform its obligations hereunder, and (b) the
Agreement will be binding on such Party.
7.2. WARRANTY DISCLAIMER. PRODUCTS PURCHASED HEREUNDER ARE PROVIDED “AS IS” AND
WITH ALL FAULTS. MOTOROLA DISCLAIMS ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS
OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, NON -INFRINGEMENT,
FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND QUALITY. MOTOROLA DOES NOT
REPRESENT OR WARRANT THAT USE OF THE PRODUCTS WILL BE UNINTERRUPTED, ERROR-
FREE, OR FREE OF SECURITY VULNERABILITIES, OR THAT THEY WILL MEET CUSTOMER’S
PARTICULAR REQUIREMENTS.
7.3. ADDITIONAL WARRANTY EXCLUSIONS. NOTWITHSTANDING ANY PROVISION OF THE AGREEMENT
TO THE CONTRARY, MOTOROLA WILL HAVE NO LIABILITY FOR (A) DEFECTS IN OR DAMAGE TO
PRODUCTS RESULTING FROM USE OTHER THAN IN THE NORMAL AUTHORIZED MANNER; (B)
TESTING, MAINTENANCE, REPAIR, INSTALLATION, OR MODIFICATION BY PARTIES OTHER THAN
MOTOROLA; (C) CUSTOMER’S OR ANY AUTHORIZED USER’S FAILURE TO COMPLY WITH INDUSTRY
AND OSHA OR OTHER LEGAL STANDARDS; (D) ISSUES OR OBSOLESCENCE OF LICENSED
SOFTWARE DUE TO CHANGES IN CUSTOMER OR AUTHORIZED USER REQUIREMENTS,
EQUIPMENT, OR SYSTEMS; (E) TRACKING AND LOCATION-BASED SERVICES; OR (F) BETA
SERVICES.
8. Indemnification.
8.1. General Indemnity. Motorola will defend, indemnify, and hold Customer harmless from and against any and
all damages, losses, liabilities, and expenses (including reasonable fees and expenses of attorneys) arising
from any actual third-party claim, demand, action, or proceeding (“Claim”) for personal injury, death, or direct
damage to tangible property to the extent caused by Motorola’s negligence, gross negligence or willful
misconduct while performing its duties under this Agreement, except to the extent the claim arises from
Customer’s negligence or willful misconduct. Motorola’s duties under this Section 8.1 – General Indemnity
are conditioned upon: (a) Customer promptly notifying Motorola in writing of the Claim; (b) Motorola having
sole control of the defense of the suit and all negotiations for its settlement or compromise to the extent
allowed by applicable law; and (c) Customer cooperating with Motorola and, if requested by Motorola,
providing reasonable assistance in the defense of the Claim.
8.2. Intellectual Property Infringement. Motorola will defend Customer against any third-party claim alleging that
a Motorola-developed Product (the “Infringing Product”) directly infringes a United States patent or copyright
(“Infringement Claim”), and Motorola will pay all damages finally awarded against Customer by a court of
competent jurisdiction for an Infringement Claim, or agreed to in writing by Motorola in settlement of an
Infringement Claim. Motorola’s duties under this Section 8.2 – Intellectual Property Infringement are
conditioned upon: (a) Customer promptly notifying Motorola in writing of the Infringement Claim; (b) Motorola
having sole control of the defense of the suit and all negotiations for its settlement or compromise; and (c)
Customer cooperating with Motorola and, if requested by Motorola, providing reasonable assistance in the
defense of the Infringement Claim.
8.2.1. If an Infringement Claim occurs, or in Motorola’s opinion is likely to occur, Motorola may at its option and
expense: (a) procure for Customer the right to continue using the Infringing Product; (b) replace or modify
the Infringing Product so that it becomes non-infringing; or (c) grant Customer (i) a prorated refund of any
amounts pre-paid for the Infringing Product (if the Infringing Product is Licensed Software) or (ii) a credit
for the Infringing Product.
8.2.2. In addition to the other damages disclaimed under this Agreement, Motorola will have no duty to defend
or indemnify Customer for any Infringement Claim that arises from or is based upon: (a) Customer Data,
Customer-Provided Equipment, Non-Motorola Materials, or third-party equipment, hardware, software,
data, or other third-party materials; (b) the combination of the Product with any products or materials not
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provided by Motorola; (c) a Product designed, modified, or manufactured in accordance with Customer’s
designs, specifications, guidelines or instructions; (d) a modification of the Product by a party other than
Motorola; (e) use of the Product in a manner for which the Product was not designed or that is inconsistent
with the terms of this Agreement; or (f) the failure by Customer to use or install an update to the Product
that is intended to correct the claimed infringement. In no event will Motorola’s li ability resulting from an
Infringement Claim extend in any way to any payments due on a royalty basis, other than a reasonable
royalty based upon revenue derived by Motorola from Customer from sales or license of the Infringing
Product.
8.2.3. This Section 8.2 – Intellectual Property Infringement provides Customer’s sole and exclusive
remedies and Motorola’s entire liability in the event of an Infringement Claim.
8.3. Customer Indemnity. To the extent allowed by applicable law, Customer will defend, indemnify, and hold
Motorola and its subcontractors, subsidiaries and other affiliates harmless from and against any and all
damages, losses, liabilities, and expenses (including reasonable fees and expenses of attorneys) arising
from any actual or threatened third-party claim, demand, action, or proceeding arising from or related to (a)
Customer-Provided Equipment, Customer Data, or Non-Motorola Materials, including any claim, demand,
action, or proceeding alleging that any such equipment, data, or materials (or the int egration or use thereof
with the Products) infringes or misappropriates a third-party intellectual property or other right, violates
applicable law, or breaches the Agreement; (b) Customer-Provided Equipment’s failure to meet the minimum
requirements set forth in the applicable Documentation or match the applicable specifications provided to
Motorola by Customer in connection with the Products; (c) Customer’s (or its service providers, agents,
employees, or Authorized User’s) negligence or willful misconduc t; and (d) Customer’s or its Authorized
User’s breach of this Agreement. This indemnity will not apply to the extent any such claim is caused by
Motorola’s use of Customer-Provided Equipment, Customer Data, or Non-Motorola Materials in violation of
the Agreement. Motorola will give Customer prompt, written notice of any claim subject to the foregoing
indemnity. Motorola will, at its own expense, cooperate with Customer in its defense or settlement of the
claim.
9. Limitation of Liability.
9.1. EXCEPT FOR PERSONAL INJURY OR DEATH, THE TOTAL AGGREGATE LIABILITY OF MOTOROLA,
ITS AFFILIATES, AND ITS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES,
SUBCONTRACTORS, AGENTS, SUCCESSORS, AND ASSIGNS (COLLECTIVELY, THE “MOTOROLA
PARTIES”), WHETHER BASED ON A CLAIM IN CONTRACT OR IN TORT, LAW OR EQUITY, RELATING
TO OR ARISING OUT OF THE AGREEMENT WILL NOT EXCEED THE TOTAL FEES PAID FOR THE
APPLICABLE PRODUCT DURING THE CONSECUTIVE TWELVE (12) MONTH PERIOD IMMEDIATELY
PRECEDING THE EVENT FROM WHICH THE FIRST CLAIM AROSE. EXCEPT FOR PERSONAL INJURY
OR DEATH, THE MOTOROLA PARTIES WILL NOT BE LIABLE IN CONNECTION WITH THIS
AGREEMENT (WHETHER UNDER MOTOROLA’S INDEMNITY OBLIGATIONS, A CAUSE OF ACTION
FOR BREACH OF CONTRACT, UNDER TORT THEORY, OR OTHERWISE) FOR ANY INDIRECT,
INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES OR DAMAGES
FOR LOST PROFITS OR REVENUES, EVEN IF MOTOROLA HAS BEEN ADVISED BY CUSTOMER OR
ANY THIRD PARTY OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES AND WHETHER OR NOT
SUCH DAMAGES OR LOSSES ARE FORESEEABLE.
9.2. EXCLUSIONS FROM LIABILITY. NOTWITHSTANDING ANY OTHER PROVISION OF THIS
AGREEMENT, MOTOROLA WILL HAVE NO LIABILITY FOR DAMAGES ARISING OUT OF (A) CUSTOMER
DATA, INCLUDING ITS TRANSMISSION TO MOTOROLA, OR ANY OTHER DATA AVAILABLE THROUGH
THE PRODUCTS; (B) CUSTOMER-PROVIDED EQUIPMENT OR SITES; NON-MOTOROLA MATERIALS;
THIRD-PARTY EQUIPMENT, HARDWARE, SOFTWARE, DATA, OR CONTENT; OR UNKNOWN OR
UNAUTHORIZED COMBINATION OF PRODUCTS AND SERVICES; (C) LOSS OF DATA, HACKING,
RANSOMWARE, THIRD-PARTY ATTACKS OR DEMANDS; (D) MODIFICATION OF PRODUCTS NOT
AUTHORIZED BY MOTOROLA; (E) RECOMMENDATIONS PROVIDED IN CONNECTION WITH THE
PRODUCTS PROVIDED UNDER THIS AGREEMENT; (F) DATA RECOVERY SERVICES OR DATABASE
MODIFICATIONS; OR (G) CUSTOMER’S OR ANY AUTHORIZED USER’S BREACH OF THIS
AGREEMENT OR MISUSE OF THE PRODUCTS.
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IN ADDITION TO THE FOREGOING EXCLUSIONS FROM DAMAGES, AND NOTWITHSTANDING ANY
PROVISION OF THE AGREEMENT TO THE CONTRARY, MOTOROLA WILL HAVE NO LIABILITY FOR
(A) INTERRUPTION OR FAILURE OF CONNECTIVITY, VULNERABILITIES, OR SECURITY EVENTS; (B)
DISRUPTION OF OR DAMAGE TO CUSTOMER’S OR THIRD PARTIES’ SYSTEMS, EQUIPMENT, OR
DATA, INCLUDING DENIAL OF ACCESS TO USERS, OR SHUTDOWN OF SYSTEMS CAUSED BY
INTRUSION DETECTION SOFTWARE OR HARDWARE; (C) AVAILABILITY OR ACCURACY OF ANY
DATA AVAILABLE THROUGH SOFTWARE-AS-A-SERVICE PRODUCTS, OR INTERPRETATION, USE,
OR MISUSE THEREOF; (D) TRACKING AND LOCATION-BASED SERVICES; OR (E) BETA SERVICES.
9.3. Statute of Limitations. Customer may not bring any claims against a Motorola Party in connection with this
Agreement or the Products more than one (1) year after the date of accrual of the cause of action.
10. Confidentiality.
10.1. Confidential Information. Customer and Motorola agree that, subject to any applicable freedom of information
or public records legislation, Motorola’s Confidentiality Terms apply to information shared between the
Parties.
11. Proprietary Rights; Data; Feedback.
11.1. Motorola Materials. Customer acknowledges that Motorola may use or provide Customer with access to
“Motorola Materials”. Except when Motorola has expressly transferred title or other interest to Customer in
writing, the Motorola Materials are the property of Motorola or its licensors, and Motorola or its licensors
retain all right, title and interest in and to the Motorola Materials (including, all rights in patents, copyrights,
trademarks, trade names, trade secrets, know-how, other intellectual property and proprietary rights, and all
associated goodwill and moral rights).
This Agreement does not grant to Customer any shared development rights in or to any Motorola Materials
or other intellectual property, and Customer agrees to execute any documents and take any other actions
reasonably requested by Motorola to effectuate the foregoing. Motorola and its licensors reserve all rights
not expressly granted to Customer, and no rights, other than those expressly granted herein, are granted to
Customer by implication, estoppel or otherwise. Customer will not modify, disassemble, r everse engineer,
derive source code or create derivative works from, merge with other software, distribute, sublicense, sell,
or export the Products or other Motorola Materials, or permit any third party to do so.
11.2. Ownership of Customer Data. Customer retains all right, title and interest, including intellectual property
rights, if any, in and to Customer Data. Motorola acquires no rights to Customer Data except those rights
granted under this Agreement including the right to Process (as defined in the DPA) and use the Customer
Data as set forth in the DPA.
11.3. Feedback. Any Feedback provided by Customer is entirely voluntary, and will not create any confidentiality
obligation for Motorola, even if designated as confidential by Customer. Motorola may use, reproduce,
license, and otherwise distribute and exploit the Feedback without a ny obligation or payment to Customer
or Authorized Users and Customer represents and warrants that it has obtained all necessary rights and
consents to grant Motorola the foregoing rights.
11.4. Improvements. The Parties agree that, notwithstanding any provision of this Agreement to the contrary, all
fixes, modifications and improvements to the Products conceived of or made by or on behalf of Motorola that
are based either in whole or in part on the Feedback, Customer Data, or Service Use Data (or otherwise)
are the exclusive property of Motorola and all right, title and interest in and to such fixes, modifications or
improvements will vest solely in Motorola. Customer agrees to execute any written documents necessary
to assign any intellectual property or other rights it may have in such fixes, modifications or improvements
to Motorola.
12. Force Majeure; Delays Caused by Customer.
12.1. Force Majeure. Except for Customer’s payment obligations hereunder, neither Party will be responsible for
nonperformance or delayed performance due to events outside of its reasonable control. If performance will
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be significantly delayed, the affected Party will provide notice to the other Party, and the Parties will agree
(in writing) upon a reasonable extension to any applicable performance schedule.
12.2. Delays Caused by Customer. Motorola’s performance of the Products will be excused for delays caused by
Customer or its Authorized Users or subcontractors, or by failure of any assumptions set forth in this
Agreement (including in any Addendum or Proposal). In the event of a delay under this Section 13.2 –
Delays Caused by Customer, (a) Customer will continue to pay the Fees as required hereunder, (b) the
Parties will agree (in writing) upon a reasonable extension to any applicable performance schedule, and (c)
Customer will compensate Motorola for its out-of-pocket costs incurred due to the delay (including those
incurred by Motorola’s affiliates, vendors, and subcontractors).
13. Disputes. The Parties will use the following procedure to resolve any disputes relating to or arising out
of this Agreement (each, a “Dispute”):
13.1. Governing Law. All matters relating to or arising out of the Agreement are governed by the laws of the State
of Illinois, unless Customer is the United States Government (or an agency thereof) or a state government
or state agency or local municipality within the United States, in which case all matters relating to or arising
out of the Agreement will be governed by the laws of the State in which the Products and Services are
provided. The terms of the U.N. Convention on Contracts for the International Sale of Goods and the Uniform
Computer Information Transactions Act will not apply.
13.2. Negotiation; Mediation. The Parties will attempt to timely resolve the Dispute promptly through good faith
negotiations. Either Party may initiate dispute resolution procedures by sending a notice of Dispute (“Notice
of Dispute”) to the other Party. The Parties will choose an independent mediator within thirty (30) days of
such Notice of Mediation. Neither Party may unreasonably withhold consent to the selection of a mediator,
but if the Parties are unable to agree upon a mediator, either Party may request that the American Arbitration
Association nominate a mediator. Each Party will bear its own costs of mediation, but the Parties will share
the cost of the mediator equally. Unless otherwise agreed in writing, all in person meetings under this
Section 14.2 – Negotiation; Mediation will take place in Chicago, Illinois, and all communication relating
to the Dispute resolution will be maintained in strict confidence by the Parties. Notwithstanding the foregoing,
any Dispute arising from or relating to Motorola’s intellectual property rights must be decided by a court of
competent jurisdiction, in accordance with Section 14.3 – Litigation, Venue, Jurisdiction below.
13.3. Litigation, Venue, Jurisdiction. If the Dispute has not been resolved by mediation within sixty (60) days from
the Notice of Mediation, either Party may submit the Dispute exclusively to a court in Cook County, Illinois ,
or in the case the Customer is the United States, a state agency, or local municipality, then the app ropriate
court in the State in which the Products and Services are provided. Each Party expressly consents to the
exclusive jurisdiction of such courts for resolution of any Dispute and to enforce the outcome of any
mediation.
14. General.
14.1. Compliance with Laws. Each Party will comply with applicable laws in connection with the performance of
its obligations under this Agreement, including that Customer will ensure its and its Authorized Users’ use of
the Products complies with law (including privacy laws), and Customer will obtain any FCC, FAA, and other
licenses or authorizations (including licenses or authorizations required by foreign regulatory bodies)
required for its and its Authorized Users’ use of the Products. Motorola may, at its discretion, cease providing
or otherwise modify Products (or any terms related thereto in an Addendum or Proposal), in order to comply
with any changes in applicable law.
14.2. Audit; Monitoring. Motorola will have the right to monitor and audit use of the Products, including an audit of
total user licenses credentialed by Customer for any Licensed Software or SaaS Products, which may also
include access by Motorola to Customer Data and Service Use Data. Customer will provide notice of such
monitoring to its Authorized Users and obtain any required consents, including individual end users, and will
cooperate with Motorola in any monitoring or audit. Customer will maintain during the Term, and for two (2)
years thereafter, accurate records relating to any licenses granted under this Agreement to verify compliance
with this Agreement. Motorola or a third party (“Auditor”) may inspect Customer’s and, as applicable,
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Authorized Users’ premises, books, and records. Motorola will pay expenses and costs of the Auditor, unless
Customer is found to be in violation of the terms of the Agreement, in which case Customer will be
responsible for such expenses and costs. In the event Motorola determines that Customer’s usage of the
Licensed Software or SaaS Product exceeded the number of licenses pur chased by Customer at a given
time, Motorola may invoice Customer for the additional licenses used by Customer, pro-rated for each
additional license from the date such license was activated, and Customer will pay such invoice in
accordance with the payment terms in the Agreement.
14.3. Assignment and Subcontracting. Neither Party may assign or otherwise transfer this Agreement without the
prior written approval of the other Party. Motorola may assign or otherwise transfer this Agreement or any of
its rights or obligations under this Agreement without consent (a) for financing purposes, (b) in connection
with a merger, acquisition or sale of all or substantially all of its assets, (c) as part of a corporate
reorganization, or (d) to a subsidiary corporation. Subject to the foregoing, this Agreement will be binding
upon the Parties and their respective successors and assigns. Motorola may subcontract any of the work,
but subcontracting will not relieve Motorola of its duties under this Agreement.
14.4. Waiver. A delay or omission by either Party to exercise any right under this Agreement will not be construed
to be a waiver of such right. A waiver by either Party of any of the obligations to be performed by the other,
or any breach thereof, will not be construed to be a w aiver of any succeeding breach or of any other
obligation. All waivers must be in writing and signed by the Party waiving its rights.
14.5. Severability. If any provision of the Agreement is found by a court of competent jurisdiction to be invalid,
illegal, or otherwise unenforceable, such provision will be deemed to be modified to reflect as nearly as
possible the original intentions of the Parties in accordance with applicable law. The remaining provisions of
this Agreement will not be affected, and each such provision will be valid and enforceable to the full extent
permitted by applicable law.
14.6. Independent Contractors. Each Party will perform its duties under this Agreement as an independent
contractor. The Parties and their personnel will not be considered to be employees or agents of the other
Party. Nothing in this Agreement will be interpreted as granting either Party the right or authority to make
commitments of any kind for the other. This Agreement will not constitute, create, or be interpreted as a joint
venture, partnership, or formal business organization of any kind.
14.7. Third-Party Beneficiaries. The Agreement is entered into solely between, and may be enforced only by, the
Parties. Each Party intends that the Agreement will not benefit, or create any right or cause of action in or
on behalf of, any entity other than the Parties. Notwithstanding the foregoing, a licensor or supplier of third -
party software included in the software Products will be a direct and intended third -party beneficiary of this
Agreement.
14.8. Interpretation. The section headings in this Agreement are included only for convenience The words
“including” and “include” will be deemed to be followed by the phrase “without limitation”. This Agreement
will be fairly interpreted in accordance with its terms and conditions and not for or against either Party.
14.9. Notices. Notices required under this Agreement to be given by one Party to the other must be in writing and
either personally delivered or sent to the address provided by the other Party by certified mail, return receipt
requested and postage prepaid (or by a recognized courier service, such as FedEx, UPS, or DHL), and will
be effective upon receipt.
14.10. Cumulative Remedies. Except as specifically stated in this Agreement, all remedies provided for in this
Agreement will be cumulative and in addition to, and not in lieu of, any other remedies available to either
Party at law, in equity, by contract, or otherwise. Except as specifically stated in this Agreement, the election
by a Party of any remedy provided for in this Agreement or otherwise available to such Party will not preclude
such Party from pursuing any other remedies available to such Party at law, in equity, by contract, or
otherwise.
14.11. Survival. The following provisions will survive the expiration or termination of this Agreement for any reason:
Section 3.5 – Customer Obligations; Section 4.6 – Effect of Termination or Expiration; Section 5 – Payment
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and Invoicing; Section 7.2 – Warranty Disclaimer; Section 7.3 - Additional Warranty Exclusions; Section 8.3
– Customer Indemnity; Section 9 – Limitation of Liability; Section 10 – Confidentiality; Section 11 –
Proprietary Rights; Feedback; Section 12 – Force Majeure; Delays Caused by Customer; Section 13 –
Disputes; and Section 14 – General.
14.12. Entire Agreement. This Agreement, including all Addenda, and Proposals, constitutes the entire agreement
of the Parties regarding the subject matter hereto, and supersedes all previous agreements, proposals, and
understandings, whether written or oral, relating to this subject matter. This Agreement may be executed in
multiple counterparts, and will have the same legal force and effect as if the Parties had executed it as a
single document. The Parties may sign in writing or by electronic signature. An ele ctronic signature, facsimile
copy, or computer image of a signature, will be treated, and will have the same effect as an original signature,
and will have the same effect, as an original signed copy of this document. This Agreement may be amended
or modified only by a written instrument signed by authorized representatives of both Parties. The preprinted
terms and conditions found on any Customer purchase order, acknowledgment, or other form will not be
considered an amendment or modification or part of th is Agreement, even if a representative of each Party
signs such document.
14.13. Wisconsin Public Records Law and Other Laws. The terms in this Section and its subparts shall apply and
govern the Parties’ relationship notwithstanding any other term, condition, or covenant of, or within, this
Agreement. This Agreement subject to the terms of this Section and its subparts includes the explicit text of
this document, whether located before or after this paragraph, and also includes every term, condition, or
covenant incorporated by reference or by link.
14.13.1. Customer (also referred to herein as “City of Oshkosh” or “City”) is a governmental entity and as such is
required to comply with the Wisconsin Public Records laws, as well as other Wisconsin statutes and
common law. All issues and disputes related to public records and use of public information are required
to be governed by Wisconsin law, without regard to conflict of law analysis. Claims against the City of
Oshkosh by the public relating to public records and use of public information by the public will by law
have a venue in Wisconsin. Therefore, the venue for all claims and disputes by the parties related to
public records and use of public information will be in Winnebago County, Wisconsin, or the applicable
federal court district for Winnebago County, Wisconsin. The City of Oshkosh’s actions related to Public
Records and Public Property at all times will be consistent with and this Agreement interpreted thr ough
the statutory policy admonition through Wis. Stat. 19.32 that public records and property have a
presumption of complete public access that is consistent with the conduct of government business.
Furthermore, the governing policy states that the denial of public access is generally contrary to the public
interest, and only in exceptional cases may access be denied.
14.13.2. Nothing in this Agreement shall limit, prevent, or prohibit the City of Oshkosh from fully complying with
applicable Wisconsin Public Records or other laws and using such documents in a manner that is
consistent with applicable laws. This includes but is not limited to disclosures and public record retention.
The City of Oshkosh shall not be limited, prevented, or prohibited from using public records and
information to engage with the legislative bodies, City staff, and the public, except those records that are
prevented from disclosure by Wisconsin law. In the event the City of Oshkosh’s use of public information
and compliance with applicable law(s) conflict with any term of this Agreement, the City of Oshkosh will
comply with the applicable law and such compliance shall not be considered a breach, default, waiver, or
other violation of any term of this Agreement.
14.13.3. The City of Oshkosh’s use and disclosure of public records, when allowed by Wisconsin law, does not
limit or waive any intellectual property or statutory trade secret rights of Motorola, or of its subsidiary and
affiliated companies, or of those third-party vendors that may be incorporated into this Agreement.
14.13.4. This Agreement includes or references various terms which may be similar and/or used together, or
overlap, but which are not legally interchangeable. Intellectual property, proprietary information,
confidential information, and information subject to privacy laws have similar properties, but each are
different nature and are subject to different legal protections. To the extent that information is provided to
the City of Oshkosh that is designated by the providing entity as confidential, proprietary, or similar
designation, the City of Oshkosh’s legal public records obligations and its operation as a public entity
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requires that each of the aforementioned terms will be evaluated and interpreted according to their
specific unique characteristics and afforded protections, if any, allowed by law. Similarly, public records
will be retained by the City of Oshkosh as required by law.
14.13.5. Examples of information that is protected from public release or disclosure by Wisconsin law include:
Wis. Stat 19.35(1)(records, such as intellectual property, subject to protection by other federal or state
laws); Wis Stat 19.36(4)(computer programs); Wis Stat 19.36(5)(trade secrets); and, Wis Stat
19.36(13)(financial identifying information). Wisconsin Public Records laws do not prevent public
disclosure and public use of information that a providing entity may consider to be proprietary or
confidential, unless that information is also explicitly protected from disclosure as intellectual property, a
statutory trade secret, or other law.
14.13.6. Computer programs and software are protected from public disclosure, as noted above. However, Wis.
Stat. 19.36(4) explicitly states that all information, material, and data used for input into the computer
program, and all information, material, and data produced as a product of the computer program are
subject to public disclosure and public use in the conduct of government business. Therefore, regardless
of any notations of confidentiality or similar designations placed on any input to the computer program,
or output from the computer program, such records will be considered records available for public
inspection, copying, and use except for any specific information that is otherwise explicitly protected from
public disclosure by law.
14.13.7. Personally identifiable information provided to or by Motorola, or of its subsidiary and affiliated companies,
may not be explicitly protected from disclosure and public use. However, in some cases the disclosure of
such information may raise public policy issues and will be evaluated using public records balancing test
analysis as set forth Wisconsin law.
14.13.8. The City of Oshkosh will publicly use and process Public Records requests related to this Agreement,
pricing, communications related to this Agreement, reports, analysis, data, or other material either input
into the software or is produced by the subject software, as allowed by Wisconsin law and according
standard procedures. If other information is the subject of a Public Records request, the City will notify
Motorola After notification, Motorola may take steps it deems necessary to protect information it believes
is not subject to disclosure. If it is the City’s position that the requested information subject to public
inspection, copying, and use according to Wisconsin Public Records laws, and if Motorola disagrees with
the City’s conclusion, then Motorola may take any lawful action it deems necessary to protect its interests
provided such action does not interfere with the City of Oshkosh’s obligations to respond to the Public
Records request as soon as practicable and without delay. All such actions are taken at Motorola ’s own
risk and cost, regardless of the result of such action
The Parties hereby enter into this SSA as of the Effective Date.
Motorola Solutions, Inc. Customer: _City of Oshkosh Police Department
By: ______________________________ By: See Signature Addendum__________
Name: ___________________________ Name: ____________________________
Title: ____________________________ Title: _____________________________
Date: ____________________________ Date: _____________________________
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