1. Definitions. The following terms used in this Agreement shall have the following meanings:

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1 ENTERPRISE SOFTWARE LICENSE AGREEMENT THIS ENTERPRISE SOFTWARE LICENSE AGREEMENT (the "Agreement") is made and entered into as of the 1d~ay of D\'!..<...,200~by and between NetMotion Wireless, Inc., a Washington Corporation ("NetMotion"), and CLE/'II\' ~, a MT Corporation ("County"). RECITALS A. NetMotion is a provider of software for use in wireless applications. B. County desires to obtain a license to use NetMotion software products for the purpose of facilitating communications within its enterprise. C. NetMotion is willing to license certain of its software products to County in accordance with the terms set forth in this Agreement. NOW, THEREFORE, the parties hereby agree as follows: 1. Definitions. The following terms used in this Agreement shall have the following meanings: 1.1 "Licensed Software" shall be the N etmotion software more fully described in Schedule A to this Agreement, together with any subsequent versions due to upgrades, error fixes, and functional improvements by NetMotion to which County is entitled under this Agreement, and includes all associated Documentation. 1.2 "Documentation" is any user, installation, programming and maintenance materials provided by N etmotion for users of the Licensed Software. below. 1.3 "License" is the license granted to County pursuant to Section "End User" shall mean County Agents and CLEMIS Member agents who are authorized to use the Licensed Software in accordance with this Agreement. 1.5 "Devices" shall mean the products listed on Schedule B. Schedule C. 1.6 "License Fee" shall be as defined in Section 3 below, and on 1.7 "CLEMIS" means the Courts and Law Enforcement Management Information System, a regional computer network operated by the County and accessed by CLEMIS Members to support law enforcement and public safety services.

2 1.8 "CLEMIS Members" means law enforcement and public safety agencies which have access to CLEMIS. 1.9 "County" means the County of Oakland, a Municipal and Constitutional Corporation, its departments, divisions, authorities, boards, committees, and "County Agent" as defined below "County Agent" means all elected and appointed officials, directors, board members, council members, commissioners, employees, volunteers, representatives, and/or any such persons' successors (whether such person act or acted in their personal representative or official capacities), and/or any persons acting by, through, under, or in concert with any of them. "County Agent" shall also include any person who was a "County Agent" anytime during the term of this Contract but, for any reason, is no longer employed, appointed, or elected and serving as an Agent "Day" means any calendar day, which shall begin at 12:00:00 a.m. and end at 11 :59:59 p.m. County local time. 2. Grant of License 2.1 NetMotion hereby grants to County a non-exclusive, nontransferable, perpetual, worldwide license in and to the Licensed Software in executable code only, solely for internal use on Devices by End Users in accordance with the terms and conditions set forth in this Agreement. County's rights to use the Licensed Software shall be limited to the number of Devices specified on Schedule C.The Parties acknowledge that CLEMIS Member agents are not employees or agents of the County and are not under the control of the County. 2.2 County shall not: (i) except as provided in this Contract, assign or transfer the License; (ii) except as provided in this Contract, distribute the Licensed Software to any third parties or provide access to the Licensed Software to anyone other than its authorized End Users, (iii) copy the Licensed Software or any portion thereof, except for the purposes permitted above, and except for archival purposes; (iv) reverse engineer, disassemble, decompile, or translate the Licensed Software, except as expressly permitted by applicable law that is incapable of exclusion by agreement of the parties; (v) create any products, software or firmware utilizing the Licensed Software, or use the Licensed Software to provide hosted services, or otherwise act as an ASP for third parties; (vi) modify the Licensed Software; (vii) utilize the Licensed Software for any purpose other than those expressly set forth in this Section 2; (viii) utilize the Licensed Software on any hardware other than the Devices; or (ix) utilize the Licensed Software after the termination of the License. 2.3 NetMotion shall have sole and exclusive ownership of all rights, title and interest in and to the Licensed Software and all modifications and enhancements thereof (including ownership of: or right to license, all patents, trade secrets, copyrights and other intellectual property rights pertaining thereto), subject only to the rights and 3

3 privileges expressly granted by NetMotion to County under this Agreement. This Agreement does not provide County with title or ownership of the Licensed Software, but only the rights as specified herein. 2.4 County acknowledges that, in the event of County's breach of any ofthe provisions of this Agreement, NetMotion will not have an adequate remedy in money or damages. NetMotion shall therefore be entitled to obtain an injunction against such breach from any court of competent jurisdiction immediately upon request and without any bond. N etmotion' s right to obtain injunctive relief shall not limit its right to seek further remedies. County's obligations hereunder shall remain in effect for as long as County continues to possess or use the Licensed Software or any trade secrets or other rights contained therein. 2.5 County shall not remove the NetMotion brand or any patent, copyright or other notices included by NetMotion on the Licensed Software. County shall not use any NetMotion trademarks except as expressly provided for in this Agreement and as approved by NetMotion, and all such use shall inure to the benefit of NetMotion and shall be in accordance with the applicable NetMotion trademark usage policy. 3. Delivery, Payments and Reports. 3.1 NetMotion will deliver one copy of the Licensed Software to County either electronically or on disk. The Licensed Software shall be deemed accepted upon delivery to County. 3.2 The County shall pay N etmotion license fees for the Licensed Software when, and as set forth on Schedule C, to this Agreement. 3.3 All sums not paid when due shall bear interest at the rate of one and one-half percent (l-y2%) per month (but not to exceed the maximum permitted by applicable law) from such date until paid in full. 3.4 During the term of this Agreement, County shall keep all usual and proper records and books of account and all usual and proper entries relating to the County's use of the Licensed Software. NetMotion may, from time to time, cause an audit to be made ofthe applicable records in order to verify compliance with this Agreement. Any such audit shall be conducted by an independent Certified Public Accountant selected by NetMotion and shall be conducted during regular business hours at COilllty'S offices and in such manner as not to unreasonably interfere with its normal business activities. NetMotion shall pay for any such audit unless the audit discloses an underpayment of 5% or more for any quarter, in which case County shall pay for all costs associated with such audit. Any sum disclosed by such audit to be payable shall be payable upon demand. 4. Confidentiality 4

4 4.1 "Confidential and Proprietary Information" of a party means such party's trade secrets, software source and object code, patent applications, invention disclosures, engineering specifications, bug fix materials, upgrades and enhancements, marketing studies, profits, costs, pricing, tooling, manufacturing processes, and all other materials, written or tangible, which such party holds confidential and has not publicly disclosed, and which are expressly marked as confidential and proprietary. Confidential and Proprietary Information of a party shall not include information which is (i) publicly known or becomes publicly known through no unauthorized act of the receiving party, (ii) rightfully received from a third party, (iii) independently developed by the receiving party, (iv) already known by the receiving party without an obligation of confidentiality, or (v) required to be disclosed pursuant to a requirement of a governmental agency or law. In the event of a disclosure required under (v) above, the receiving party will provide the disclosing party with prompt notice prior to such disclosure in order to afford the disclosing party a reasonable opportunity to file objections to the disclosure with the appropriate entity requiring the disclosure. 4.2 Unless the context of the Agreement provides otherwise, each party agrees as follows: (a) it will maintain the confidentiality of the other party's Confidential and Proprietary Information; (b) it will direct its employees to maintain such confidentiality, (c) it will not disclose to any third party, without written authorization from the other party, any of the other party's Confidential and Proprietary Information; and (d) except for the use permitted under this Agreement, it will not use, for its benefit or the benefit of any third party, any of the other party's Confidential and Proprietary Information. 5. Support 5.1 If Customer elects to contract for and has paid the applicable support fees set forth on Schedule C to this Agreement, NetMotion shall provide support services to the County for the Licensed Software as provided in Schedule D and at the pricing set forth in Schedule C. 5.2 Support services shall be provided on an annual basis and shall be automatically renewed upon County's payment of the applicable support fees for subsequent one year periods. NetMotion shall have no obligation to provide support or maintenance with respect to the Licensed Software unless applicable support fees have been paid to NetMotion. If County cancels support services, County may reinstate such services at a later date upon payment of support fees then in effect plus an additional fee equal to the current monthly maintenance charge multiplied by the number of months during which the support services were interrupted. 5

5 6. Infringement 6.1 NetMotion represents and warrants to County that (i) it has the right to grant the License granted hereinabove, and (ii) to the best knowledge of NetMotion, the Licensed Software does not infringe upon the copyrights, patents, trade secrets, or other proprietary rights of any third party. NetMotion shall indemnify, defend and hold harmless County, including all costs and reasonable attorney fees, arising from or relating to any claims against County as a result of any actual or alleged infringement or misappropriation of any United States patent, copyright, trademark, or trade secret, arising from or in connection with the Licenses granted by NetMotion hereunder, except to the extent that such claims of infringement or misappropriation arise from modifications of the Licensed Software by the County, which are not expressly authorized by NetMotion or from the combination of the Licensed Software with any other software, hardware or other technology not supplied by or authorized by NetMotion. 6.2 In the event of such claim, County shall notify N etmotion immediately, in writing, of receipt of said claim and NetMotion shall have the right to control the defense. In no event shall County and/or County settle any claim, lawsuit or proceeding without NetMotion's prior written approval. If, as a result of any claim of infringement against any patent, copyright, license or other property right, NetMotion or County is enjoined from using the Licensed Software or any portion thereof, or if NetMotion believes that the Licensed Software or any portion thereof is likely to become the subj ect of a claim of infringement, N etmotion, at its option and expense, may procure the right for County to continue to use the Licensed Software or such portion thereof, or replace or modify such portion ofthe software, so as to make it noninfringing. If neither ofthese two options is in NetMotion's judgment practicable, NetMotion may discontinue the License granted herein with respect to the infringing software and refund to County the prorated portion of al1license fees (including, if applicable, the Prepaid License Fee) paid hereunder with respect to the infringing software (based on four (4) year straightline depreciation, such depreciation to commence on the date of delivery of the Licensed Software or any part thereof to County). 6.3 THE FOREGOING STATES THE ENTIRE LIABILITY OF NETMOTION WITH RESPECT TO INFRINGEMENT OF ANY COPYRIGHTS, PATENTS, LICENSES OR OTHER INTELLECTUAL PROPERTY RIGHTS BY THE LICENSED SOFTWARE OR ANY PART THEREOF. 7. Warranty 7.1 OTHER THAN THE WARRANTIES CONTAINED IN SECTION 6 AND THIS SECTION 7, NETMOTIONMAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE LICENSED SOFTWARE, ALL OF WHICH i\re EXPRESSLY DENIED, INCLUDING, BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND ALL OTHER WARRANTIES AND REPRESENTATIONS ARE DISCLAIMED AND EXCLUDED. 6

6 7.2 NetMotion warrants that for a period oftbree (3) months commencing on the date of delivery of the Licensed Software to County as provided above, the Licensed Software will be capable ofperfonning substantially in accordance with the specifications for the Licensed Software set forth in Exhibit A. NetMotion will provide specifications to the County for the Licenses Software and any subsequent versions of such Licensed Software. 7.3 NETMOTION DOES NOT WARRANT THAT THE LICENSED SOFTWARE WILL RUN ON HARDWARE OTHER THAN THE DEVICES, OR THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE. 7.4 NETMOTION'S WARRANTIES SHALL NOT APPLY TO ANY LICENSED SOFTWARE OR ANY PART THEREOF WHICH HAS BEEN MODIFIED BY THE COUNTY, UNLESS EXPRESSLY AUTHORIZED BY NETMOTION. 7.5 COUNTY'S SOLE REMEDY FOR ANY BREACH BY NETMOTION OF THE WARRANTIES CONTAINED IN THIS SECTION 7 SHALL BE TO REQUIRE THAT NETMOTION CORRECT, IN A TIMELY MANNER, THE LICENSED SOFTWARE SO THAT IT COMPLIES WITHNETMOTION'S WARRANTIES HEREIN (THE "WARRANTY CORRECTION WORK"). THE WARRANTY CORRECTION WORK SHALL BE PERFORMED IN ACCORDANCE WITH NETMOTION'S STANDARD MAINTENANCE POLICIES. 8. Limitation of Liability 8.1 NEITHER PARTY SHALL BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES BY REASON OF SAID PARTY'S NEGLIGENCE OR OTHERWISE IN CONNECTION WITH ANY MATTER COVERED BY THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, THE SALE, DELIVERY, INSTALLATION, OR USE OF THE DEVICES OR THE LICENSED SOFTWARE AND/OR PROVISION OF SERVICES PURSUANT TO THIS AGREEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NEITHER P ARTY SHALL IN ANY EVENT BE LIABLE FOR ANY CLAIM FOR LOST PROFITS ARISING OUT OF, OR IN CONNECTION WITH, THIS AGREEMENT. EXCEPT FOR THE NEGLIGENT ACTS OF NETMOTION, EXCEPT FOR THE SUPPORT SERVICES AND MAINTENANCE FEES OWED BY THE COUNTY HEREUNDER, AND EXCEPT FOR THE INDEMNIFICATION PROVISION IN SECTION 6, THE CUMULATIVE LIABILITY OF EITHER PARTY TO THE OTHER FOR ALL CLAIMS RELATED TO THIS AGREEMENT, INCLUDING ANY CAUSE OF ACTION SOUNTIING IN CONTRACT, TORT OR STRICT LIABILITY, SHALL NOT EXCEED THE TOTAL AMOUNT OF ALL FEES PAID TO NETMOTION HEREUNDER. THIS LIMITATION OF LIABILITY IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE. 7

7 8.2 The parties agree that the limitation ofliability herein have been negotiated by the parties as part of the basis of the parties' bargain and in an effort to allocate risk in an equitable manner in connection with the other economics ofthis Agreement. 8.3 Notwithstanding the foregoing, the limitations set forth in Section 8.1 above shall not apply with respect to any violation by County of the proprietary rights of Net Motion in the Licensed Software or any part thereof, or the violation by either party of the provisions of Section 4 above. 9. Miscellaneous 9.1 Governing Law and Venue. The substantive laws of the State of Michigan, USA shall govern the validity, interpretation, and enforcement of this Agreement, and the rights, obligations and relations of the parties hereunder shall be construed and determined under and in accordance with such substantive laws, all without regard to conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. 9.2 Notices. Unless otherwise provided herein, all notices, demands, and other communications hereunder shall be in writing (which shall include facsimile communications), and shall be effective either when actually received by the party to whom they are directed, or, if sent by the United States Mail, prepaid, registered or certified, return receipt requested, shall be deemed to have been given or made three (3) days after deposit in the United States mail, if addressed as set forth below. Any party hereto may change its address as listed below by notifying the other parties of such change, but such notice shall not be effective until and unless actually received. For purposes of notice hereunder, the parties' addresses shall be as follows: NetMotion: NetMotion Wireless, Inc. 701 N. 34 th Street, Suite 250 Seattle, W A Attn: Legal Department County: CLEMIS Manager Department of Information Technology 1200 N. Telegraph Rd., Bldg 49W Pontiac, MI AND Purchasing Manager Purchasing Division 1200 N. Telegraph Rd., Bldg 34E Pontiac, MI

8 9.3 Severability. If any of the tenns of this Agreement are detennined by a court of competent jurisdiction to be illegal or unenforceable, they may be severed from the Agreement without affecting the remaining tenns. 9.4 Entire Agreement. This Agreement, together with all attached exhibits and schedules, and all other agreements referred to herein or to be delivered by the parties pursuant hereto, represents the entire understanding and agreement between the parties with respect to the Licensed Software, and merges, cancels and obviates all discussions, correspondence or negotiations between them with respect to the Licensed Software, and supersedes and replaces any and every other agreement which may have previously existed between the parties. No purchase order or invoice shall be effective to modify the tenns of this Agreement unless the portion thereof effecting such modification expressly describes this Agreement and states that the parties intend to modify this Agreement. 9.5 Relationship. The parties acknowledge that in perfonning their obligations hereunder, each is acting as an independent contractor. Nothing in this Agreement shall be construed to create a partnership, joint venture, franchise or other similar arrangement between the parties. Neither party has the authority to enter into any agreement, or make any warranty or representation on behalf of the other party, except where and to the extent specifically authorized to do so in writing. 9.6 Assignment. This Agreement may not be assigned by County without the prior written consent of Net Motion, which shall not be umeasonably withheld. 9.7 Section Headings. The section headings used in this Agreement are intended for convenience only and shall not be deemed to supersede or modify any provisions. 9.8 Publicity. Press releases, advertising or disclosure of any kind naming NetMotion or the County or referencing this Agreement, may not be made without the prior written consent of Net Motion and the County. 9.9 Language. The English language version ofth1s Agreement shall control the interpretation hereof. 10. Term; Termination 10.1 The tenn ofthis Agreement shall commence on the date first set forth above and shall continue until tenninated as provided below. 9

9 10.2 NetMotion may terminate this Agreement upon sixty (60) Days' written notice if the County materially breaches this Agreement and such breach has not been cured within such 60-Day period. The County may terminate this Agreement upon sixty (60) Days written notice to NetMotion for any reason No termination of this Agreement shall in anyway affect (i) the rights, duties or obligations of Net Motion or County which have accrued prior to the date of such termination or expiration; or (ii) the rights, duties, or obligations of any County in effect as of the date of such expiration or termination, or (iii) the rights to any other remedy available to the aggrieved party under this Agreement and under the applicable law. All amounts paid by County to NetMotion prior to Termination shall be nonrefundable Upon the termination of this Agreement (i) the parties' obligation under this Agreement which, by their nature, require performance following termination or expiration shall survive such termination or expiration, and (ii) County shall immediately cease use of the Licensed Software and shall either (a) return forthwith to N etmotion the Licensed Software, the Documentation and any copies thereof or (b) if requested by NetMotion, destroy the original and all copies of the Licensed Software and the Documentation and certify to NetMotion in writing that all such copies have been destroyed. IN WITNESS WHEREOF, the parties have caused their authorized representatives to execute this Agreement as ofthe date first written above. NETMOTION: CUSTOMER: NetMotion Wireless, Inc. By:--,==-=-:--_..!!:- =-=~ Name:--,-A+,~;-""\)"",o"",c~",,v,--_(:_..,J...:.'yj_\_-,,!t,,-.-t,--,1_~ Title:_ -=-)...::;0..;..()_ ---,)o=j".,." -1..! 10

10 SCHEDULE A NETMOTION SOFTWARE NetMotion Mobility XE is made up of two parts: 1. A lightweight client that is installed on every wireless laptop or handheld device. 2. Server software that, among other tasks, acts as proxy to application servers. Client Specifications: The Mobility XE Client for laptops requires the following: About 3 MB of disk space for program files, plus additional temporary disk space during setup. Mobility XE online help requires a web browser that supports HTML 4.0, JavaScript 1.2, and CSSl or higher. The Mobility XE client for Windows CE requires the following: A Windows CE device with a StrongARM 1100 or compatible processor (e.g., XScale). Windows Mobile 2003 for Pocket PC (Windows CE 4.2) Windows Mobile 2003 Second Edition for Pocket PC Windows Mobile 2003 for Pocket PC Phone Edition Between 400 KB and 710 KB of storage memory, depending on the hardware platform and the components you choose to install. Server Specifications: The Mobility XE ciient-to-server ratio depends on how many users are logged in to the Mobility XE server, how much data traffic is flowing during peak periods, and whether compression and encryption are used. Users/devices For best performance, we recommend a dual-processor Xeon server with 2GB of RAM configured as a multi-homed server running on a 100Base-T or Gigabit backbone (see the note regarding NICs below). The number of clients that can be supported will depend on the amount of data being sent and received by each one (as your throughput goes up, your maximum number of users goes down). Tile following table shows estimated server capacity based on the amount of RAM memory: t...?...i i74itml..,>.. >;;... >. y '...""... ;...:.. 2 GB GB ~ MB ~200 Add resources to increase a single server's capacity and performance Memory/RAM: As mentioned previously, the number of clients that can be connected simultaneously to a server directly depends on the amount of RAM on the server. Increasing a server's RAM up to 2GB will ailow up to 1000 clients to connect concu rrently. Processor speed: Increasing processor speed will improve the server's performance, especially when encryption and/or compression are enabled. Increasing the performance of encryption and compression effectively increases network throughput by allows more data to be transmitted through the server to and from the Mobility 11

11 clients. For optimal performance, we recommend a 2 GHz or faster processor, ideally a Xeon processor. Multiple processors: The Mobility XE services support multi-threading, so adding more processors improves the server's capacity, especially in high-traffic environments with encryption enabled. As with processor speed, adding additional processors will increase the server's network throughput capacity by allowing more data to be transmitted through the server. For optimal performance, we recommend a dual-processor Xeon server. 12

12 SCHEDULEB CLIENT DEVICES Currently supported mobile device platforms are: Windows Mobile 2003 for Pocket PC (Windows CE 4.2) Windows Mobile 2003 Second Edition for Pocket PC Windows Mobile 2003 for Pocket PC Phone Edition Windows 2000 Windows XP Professional (SPl & SP2) 13

13 SCHEDULEC LICENSE AND MAINTENANCE FEES The initial 2000 licenses purchased and the first year of standard maintenance shall be purchased for by Cingular Wireless, LLC on behalf of the County. County will purchase directly from NetMotion an upgrade to premium maintenance and the pre-purchase of four (4) additional years of Maintenance at the prices detailed below:!maintenance: Premium - 1 st year upgrade 002NMPMAIN upgrade 20% $8, j :1 "; I :, "., 24x7 technical support Tech notes and web based support Cumulative quantity discounts on additional device licenses ~ Patch and point releases at no ~ additional charge l Guaranteed response times ~i 1 1 ~ " j 20% discount on consulting services Pre-Pay of additional 4 years of Maintenance. 1 Maintenance: Premium - 4 years 002NMPMAIN 4 20% $128, x7 technical support years Tech notes and web based support Cumulative quantity discounts on additional device licenses Patch and point releases at no additional charge Guaranteed response times... 20% discount on consulting services Total $136,

14 15

15 SCHEDULED SUPPORT 1. Term. The tenn of the support services ("Support Services") to be provided by NetMotion to County will be one year, commencing on the date County subscribes to such Support Services. The Support Services will automatically renew for one year tenns, unless either party provides written notice of tennination at least sixty (60) days prior to the end of the then-current tenn. Reinstatement of Support Services after tennination by County may require payment of a reinstatement fee. 2. County's Responsibilities. County will be responsible for: (i) installing the Products and any Updates, unless County has retained NetMotion to complete the installation; (ii) maintaining trained designated representatives with aworking knowledge of County's programs and system hardware; and (iii) notifying NetMotion of suspected Errors or need for service, and upon request, written documentation with respect to any such Errors. County will communicate with NetMotion with respect to the Support Services only through its Designated Representative. 3. County's Designated Contacts. County shall appoint the following Designated Contacts to coordinate Support from NetMotion to County. NetMotion will only respond to requests for Support from County's Designated Contacts. Such Designated Contacts shall be knowledgeable about the Licensed Software and the County Products and possess reasonable technical skills so as to facilitate the provision of Support by NetMotion. County may change its Designated Contacts upon written notice to NetMotion. Designated Contact Designated Contact Name:..;,.74M/~ ~ S. Name: '71t1 /l1ce~ Title: CHIf.r;~ C;LI!:M-is Title: -r eztf (1 L-~ i S Address: '2-12.-"'1 '1 Address: ~ 7t,t.t 7 Telephone: C;'t 3,s{fj' Fax: Telephone: ttl6-g Fax: _ , 4. Support Hours. Support is available to County's Designated Contacts during the technical support hours listed below. NetMotion uses voic as a backup when technical support representatives are assisting other customers or are not available by phone or . NetMotion will make reasonable efforts to respond to voic s left during business hours within four (4) business hours after receipt of the voic message. Support Hours : Location: Peak Hours: Telephone: NetMotion Help Desk, Washington State, USA 6:00 a.m.-5:00 p.m. PST, Monday through Friday 16

16 Severity 1 & 2 Fault Off Peak Hours Contact: (For Premium Support County's, 2417 coverage including weekends and holidays is available for Severity level 1 & 2 incidents). NetMotion reserves the right to change its technical support hours and contact information with prior notice to County. 3. Support. NetMotion will provide the following Support to County in accordance with its standard policies and for its customary Support fees: a. Applicable Upgrades. NetMotion will provide County with future versions of Product, minor releases and bug fixes at no extra charge. b. Technical Assistance. NetMotion personnel will provide a reasonable amount of assistance to County's staffto answer questions and resolve problems that County is unable to resolve independently. Support requests will be directed to NetMotion's Designated Representative during NetMotion's Support hours. NetMotion will provide telephone support for the most current version ofthe Licensed Software and will provide such support for the last preceding Update of the Licensed Software for a period of nine (9) months from the commercial release date of the most current version. c. Additional Services. Upon request by County, NetMotion, in its discretion, may provide certain additional services such as on-site support, support outside of normal business hours, or consulting at its standard time and expense rates. In the event that NetMotion agrees to provide such additional support services directly to County at County's request, it shall be provided by N etmotion under contract with County and not with County's End Users. In no event shall NetMotion be construed as having a contractual support relationship with any End User. Faults and Management A fault is a deviation in the Software produced by NetMotion, which results in an unexpected operational problem. When a Licensee experiences a fault, NetMotion commits to the management procedures described below in an effort to resolve such operational problems from re-occurring: County shall document and promptly report all faults, errors or malfunctions of the Licensed Software to NetMotion. Licensee shall take all steps necessary to carry out procedures for the rectification of errors or malfunctions within a reasonable time after such procedures have been received from NetMotion. 17

17 Fault Classes and Procedures NetMotion classifies a reported fault by its severity. NetMotion will detennine the severity of the issue. If agreement as to the severity is in question, the escalation process below will be used to resolve the issue. Severity levels at NetMotion are currently defined below. Severity 1 Profile: The Licensed Software causes disruption or loss of Licensee's tools or services of a critical nature and there is no workaround. The fault prohibits operation of a function or service and is directly related to Licensed Software. Severity 2 Severity 3 Procedures: Initial assignment and response immediately with status report to County no later that one (1) hour. Commencement of work on resolution immediately, with workaround delivered as soon as reasonably available Profile: Licensed Software operating negatively and materially affects the perfonnance of Licensee tools or services as a result of the use of the Licensed Software and there is no pennanent workaround. Procedures: Initial assignment and response within one (1) hour with status report to County within four (4) hours. Commencement of work on resolution within four (4) hours, with workarounds delivered as soon as reasonably available. Profile: The Licensed Software contains a non-critical, limited fault. Users are able to function and there is a work around available. Procedures: Initial assignment of recourses within eight (8) hours with status report to County within twenty-four (24) hours. Fixes delivered with the next Update after resolution. Severity 4 Profile: A report which does not encompass a fault but which instead requests new or improved functionality in a product. Procedures: 18

18 Initial assignment within thirty (30) business days. Resolution subject to the terms of a separate agreement. 19

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