Situational Awareness Data Sharing Agreement
THIS AGREEMENT is made by and between Motorola Solutions, Inc., with offices at 500 W Monroe St, Set 4400, Chicago, Illinois 60661 (“Motorola”) and [CUSTOMER NAME] (“Customer”), and will be subject to and governed by the terms of the [CUSTOMER AGREEMENT NAME] entered into between the Parties effective as of [CUSTOMER AGREEMENT DATE] (the “Customer Agreement”). In addition, this Agreement is among those public entities that utilize various types of Situational Awareness Data (as hereinafter defined) to support for emergency planning, response, and mitigation of all types of hazards. The purpose of this Agreement is to define the conditions for sharing of Situational Awareness Data amongst the Parties, other public safety entities, and third-party vendors.
A. RECITALS
WHEREAS, the Parties to this Agreement utilize various types of geospatial data, sensor data, imagery data, resource location services and computer aided dispatch information, and,
WHEREAS, the Parties desire to share these various types of Situational Awareness Data with their public safety partners through a solution provided by Motorola Mobile Safety, and,
WHEREAS, the sharing of these types of Situational Awareness Data supports the effective and efficient response to all types of public safety emergencies and hazards, and,
WHEREAS, the sharing of these types of Situational Awareness Data supports civilian and first responder safety.
NOW THEREFORE, in consideration of the above recitals and the mutual covenants and conditions contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
B. DEFINITIONS.
1. “Situational Awareness Data” is defined as follows: emergency resource location, emergency incident details, 9-1-1 caller location, computer aided dispatch incident record details and/or incident management detail.
2. “Party” or “Parties” are the public entities that are a current signatory to this Agreement.
C. TERM.
This Agreement shall become effective upon execution by the Parties and shall be binding upon all Parties hereto, until such time as the Parties agree to amend or terminate the Agreement. Any modification shall be set forth in writing and be signed by the Parties. If any Party determines to no longer participate in this Agreement, the terms of this Agreement will continue to apply to historical data collected while the departing Party was a participant.
D. OBLIGATIONS OF THE PARTIES.
1. The Parties shall maintain their Situational Awareness Data in accordance with local, State and Federal regulations.
2. The Parties shall each maintain and support their own technology systems that support the Situational Awareness Data sharing.
3. The Parties shall ensure that all credentialed users with access to the Motorola solutions and shared data subject to this Agreement are an employee or a contractor of a public entity and that their position includes a public safety responsibility and a need for access to the shared data. The Parties will ensure that credentialed users maintain best practices for cyber security requirements.
4. The Parties understand that portions of the data are deemed “For Official Use Only,” and shall be kept confidential in accordance with local policies and regulations.
5. The Parties understand and agree that the Situational Awareness Data may be collectively displayed in an agency’s version of the Motorola Solution while providing public safety. It will also be incidentally visible to other vendors providing necessary services and infrastructure support.
6. The Parties understand and agree that the Situational Awareness Data subject to this Agreement may be extended to other third-party applications that are utilized by the Parties as needed while providing public safety.
7. The Parties shall not extend data sharing to other persons or entities that are not a Party to this Agreement without the written permission of the data owner.
E. DATA USE AND DISCLOSURE.
1. Sharing of Information. Each Party authorized the release of information residing in Motorola’s Solution to the other Parties as permitted by law. A Party that does not want certain information made available to another Party or available for rules-based processing is responsible for ensuring that the information is not included in the data transfer to Motorola. A Party that wants certain data to be made available to other parties but wants to have a different data set available for their own visualization and rules process in Motorola is responsible for ensuring the proper configuration in Motorola to not allow sharing of that specific data set.
2. Limitation on Information Sharing. Information contributed by each Party shall be shared with or released only to other specifically designated Parties. Only authorized employees who have an approved login and password (“Authorized Users”) will be allowed to access or use the information in Motorola. Each Party is responsible for keeping the Authorized Users in Motorola current.
3. Each party shall use reasonable efforts to insure the completeness and accuracy of its source data.
4. Any Situational Awareness Data from other public safety agencies or private companies that may be obtained from data sharing applications shall only be used in the performance of each Party’s ascribed duties for the safety of the public, and the Parties will not utilize said data for gain, either personal or corporate, other than that gain which is considered to be allowed to be made on behalf of public agencies. The Parties shall not use said data to obtain any perceived advantage or be used against any other Party to this Agreement.
5. A Party’s data will not be used, shared, published, or released without that Party’s written consent.
6. Public Records Act requests will be referred to the respective Party whose data is being requested for handling and response and, if appropriate, will provided directly from the Parties source systems. Information in Motorola’s Solution is confidential and is not subject to public disclosure except as required by law.
7. Legal Obligations to Release. In the case where data release is required by law (e.g., search warrant or court order), the Party being required to turn over data will notify any other respective Agency whose data is included in the mandated release and provide a courtesy copy of data prior to release.
F. UNDERSTANDING ON ACCURACY OF INFORMATION
Accuracy and timeliness of Information. Agencies agree that the data maintained in Motorola’s Solutions consists of information assumed to be accurate and updated near-real time by participating agencies. Agency Parties will participate in several testing sessions to validate and ensure that its information is accurate; however, data inaccuracies can arise for multiple reasons (e.g. entry errors, misinterpretation, incorrect data mapping rules, etc). It shall be the responsibility of the Agency requesting or using the data to confirm the accuracy and timeliness of the information with the Source Agency before taking any action.
G. LIABILITY
DISCLAIMER OF CONSEQUENTIAL DAMAGES. EXCEPT FOR PERSONAL INJURY OR DEATH, MOTOROLA, ITS AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, SUBCONTRACTORS, AGENTS, SUCCESSORS, AND ASSIGNS (COLLECTIVELY, THE “MOTOROLA PARTIES”) WILL NOT BE LIABLE IN CONNECTION WITH THIS ADDENDUM (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.
DIRECT DAMAGES. EXCEPT FOR PERSONAL INJURY OR DEATH, THE TOTAL AGGREGATE LIABILITY OF THE MOTOROLA PARTIES, WHETHER BASED ON A CLAIM IN CONTRACT OR IN TORT, LAW OR EQUITY, RELATING TO OR ARISING OUT OF THE ADDENDUM WILL NOT EXCEED THE TOTAL FEES PAID FOR THE THIRD-PARTY DATA CONNECTOR. IF THE COST OF THE THIRD-PARTY DATA CONNECTOR IS PROVIDED AS A RECURRING FEE, THEN THE TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED THE AGGREGATE FEES FOR THE CONSECUTIVE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT FROM WHICH THE FIRST CLAIM AROSE.
ADDITIONAL EXCLUSIONS. NOTWITHSTANDING ANY OTHER PROVISION OF THIS ADDENDUM, 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 SUBSCRIPTION SOFTWARE OR SERVICES; (B) CUSTOMER-PROVIDED EQUIPMENT, NON-MOTOROLA CONTENT, CUSTOMER’S SITES, OR THIRD-PARTY EQUIPMENT, HARDWARE, SOFTWARE, DATA, OR OTHER THIRD-PARTY MATERIALS, OR THE COMBINATION OF THE SUBSCRIPTION SOFTWARE OR SERVICES WITH ANY OF THE FOREGOING; (C) LOSS OF DATA OR HACKING; (D) MODIFICATION OF THE THIRD-PARTY DATA CONNECTOR BY ANY PERSON OTHER THAN MOTOROLA; (F) INTERRUPTION OR FAILURE OF CONNECTIVITY, VULNERABILITIES, OR SECURITY EVENTS; (G) 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; OR (H) CUSTOMER’S OR ANY AUTHORIZED USER’S BREACH OF THIS AGREEMENT OR MISUSE OF THE SUBSCRIPTION SOFTWARE OR SERVICES.
Otherwise, each Party is solely responsible for any all claims (including without limitation, claims for bodily injury, death or damage to property), demands, obligations, damages, actions, causes of action, suits, losses, judgments, fines, penalties, liabilities, costs and expenses (including, without limitation, attorney’s fees, disbursements and court costs) (“Claims”) of every kind and nature whatsoever, arising in any manner by reason of the negligent acts, errors, omissions or willful misconduct incident to the performance of this Agreement, including the use or alleged or actual misuse of Motorola’s Solutions by that Party, its officers, agents or employees.
H. INDEMNIFICATION.
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 the Third-Party Data Connector and any sharing or transfer of Customer Data with the Third Party Agency.
IN WITNESS WHEREOF, this Agreement is executed by the Parties named below, acting by and through the Administrator or his designee.
Motorola Solutions, Inc: Customer: [___________]
By: ______________________________ By: ______________________________
Name: ___________________________ Name: ____________________________
Title: ____________________________ Title: _____________________________
Date: ____________________________ Date: ____________________________
Agency:
__________________________ ____________________________
Name Signature
___________________________
Agency
I HEREBY APPROVE the following form of the foregoing agreement this_____day of _______, 2023.