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Shared Agency Agreement <br /> <br /> <br />This Shared Agency Agreement ) Motorola <br />set forth below or in the MCA Customer Host Agency) and will be subject to and governed by the terms of <br />the MCA AddendumAddend <br />entered into between the Parties, effective as of April 11, 2022. Capitalized terms used in this SAA, but not defined <br />herein, will have the meanings as set forth in the MCA. <br />By entering into this SAA, the Shared Agency affirms that they will fund their shared costs of the system <br />and services, per the terms of the MCA and as identified in the pricing section of the attached Addenda. <br />Shared Agency agrees that a purchase order or other notice to proceed is not <br />required for contract performance or for subsequent years of service, if any, and that Customer will appropriate <br />funds according to the Payment Schedule. Motorola will invoice the Shared Agency upon contract execution <br />for the shared costs of the up-front implementation of the system and Motorola will invoice the Shared <br />Agency annually for their portion (if any) of ongoing annual maintenance and subscription services <br />identified in the Addenda. <br />Section 1: Definitions <br />1. 1 Shared Agency - A n agency that has purchased the right and license to use the same <br />copy of the Software currently licensed by Motorola to the Host Agency, as set forth in the MCA. <br />1. 2 Host Agency current Motorola licensee and customer that is authorized by Motorola <br />and has agreed to share its use of the Software installed at its facilities with the Shared Agency. <br />1. 3 Software software licensed hereunder. <br />Section 2: License <br />2. 1 Grant of License. Motorola grants to Shared Agency a non-exclusive, non-transferable license to use the <br />same copy of the Software, its Documentation and other related materials, which are presently licensed to <br />the Host Agency, subject to the terms and conditions set forth in the MCA, as well as the terms and conditions <br />specified in this SAA. T he license fees paid by Shared Agency to Motorola shall be the same as those paid <br />to Motorola by the Host Agency. Shared Agency agrees to comply with all such terms and conditions of the <br />MCA and this SAA. <br />2. 2 Termination. This SAA will terminate automatically if and when the MCA terminates for any reason. Motorola <br />or the Host Agency may immediately terminate this SAA and license at any time if the Shared Agency <br />breaches the terms of this SAA or the MCA. The Host Agency may terminate this SAA at any time, with or <br />without cause, upon ninety (90) days prior written notice to Motorola and the Shared Agency, unless otherwise <br />agreed in writing by the Host Agency. <br />2. 3 No Assignment. The Shared Agency may not assign or transfer this SAA to any other entity or agency, <br />including by operation of law, without the prior written consent of the Host Agency and Motorola, which shall <br />not be unreasonably withheld. <br />Section 3: Scope of Rights <br />3. 1 Support and Services. Shared Agency understands that, unless otherwise agreed in writing by all parties, <br />all assistance, support and maintenance services for the Software may be obtained by Shared Agency only <br />through the Host Agency. This SAA does not entitle Shared Agency to any Motorola services beyond the <br />license to use the Software. <br />3. 2 Warranty. The Representations and Warranties for the Software is defined in Section 6 of the MCA is limited <br />to the remaining time, if any, originally granted under the MCA. <br /> <br />1 <br />8/3/2021 <br /> <br />