Professional Services Addendum
This Professional Services Addendum (“PSA”) is entered into between Motorola Solutions, Inc., with offices at 500 W. Monroe Street, Suite 4400, Chicago, IL 60661 (“Motorola”) and the entity set forth in the signature block below or in the MCA (“Customer”), and will be subject to, and governed by, the terms of the Motorola Solutions Customer Agreement entered into between the Parties, effective as of the earlier of (a) the first purchase of a Product or Service from Motorola, and (b) the date of the last signature on the first Ordering Document between the Parties (the “Effective Date”) (the “MCA”). Capitalized terms used in this PSA, but not defined herein, will have the meanings set forth in the MCA.
If you are purchasing Professional Services on behalf of your employer or another entity, you warrant that: (a) you have authority to bind your employer or the applicable entity, as “Customer” to this Agreement; (b) you have read and understand this Agreement; and (c) on behalf of the Customer that you represent, you agree to this Agreement. If you do not have the legal authority to bind your employer or the applicable entity as Customer to this Agreement, please do not complete the purchase of Services or Products from Motorola.
1. Addendum. This PSA, available at www.motorolasolutions.com/product-terms, governs Customer’s purchase of Professional Services (as defined below), and will form part of the Parties’ Agreement. In addition to the MCA, other Addenda may be applicable to the Professional Services, including the Equipment Purchase and Software License Addendum (“EPSLA”), with respect to Licensed Software and Equipment, and the Subscription Software Addendum (“SSA”), with respect to Subscription Software, as further described below. This PSA will control with respect to conflicting or ambiguous terms in the MCA or any other applicable Addendum, but only as applicable to the Professional Services purchased under this PSA and not with respect to other Products and Services.
2. Professional Services; Applicable Terms and Conditions.
2.1 Professional Services. Services provided by Motorola to Customer under this Agreement the nature and scope of which are more fully described in the Ordering Documents (“Professional Services”).
2.2 Assessment of Systems & Operations. If Customer is purchasing Professional Services to evaluate or assess networks, systems or operations, Customer acknowledges and agrees that the equipment provided by or used by Motorola to facilitate performance of the Services may impact or disrupt information systems. Except as specifically set forth in the Agreement, Motorola disclaims responsibility for costs in connection with any such disruptions of and/or damage to Customer’s or a third party’s information systems, equipment, voice transmissions, and data, including, but not limited to, denial or access to a legitimate system user, automatic shut-down of information systems caused by intrusion detection software or hardware, or failure of the information system resulting from the provision or delivery of the Service. Motorola agrees to cooperate with Customer to schedule any such potential damage or disruption around Customer’s voice or information technology traffic and use patterns so as to reduce the risk of disruption during working hours.
2.3 Network Security. If Customer is purchasing network security assessment of network monitoring Professional Service, Customer acknowledges and agrees that Motorola does not guarantee or warrant that it will discover all of Customer’s system vulnerabilities or inefficiencies. Customer agrees not to represent to third parties that Motorola has provided such guarantee. Motorola disclaims any and all responsibility for any and all loss or costs of any kind associated with vulnerabilities or security events, whether or not they are discovered by Motorola.
2.4 Application Development. If Customer purchases software application development as part of the Professional Services, the Deliverables will be licensed pursuant to the applicable Addendum and other applicable Ordering Documents.
3. To obtain any additional Professional Services, Customer will issue a purchase order referring to this Agreement and the separate proposal document. Omission of reference to this Agreement in Customer’s purchase order will not affect the applicability of this Agreement. Motorola’s proposal may include a cover page entitled “Service Agreement” or “Installation Agreement”, as applicable, and other attachments. These cover pages and other attachments are incorporated into this Agreement by this reference.
4. Payment. Customer will pay invoices for the Professional Services covered by this PSA in accordance with the invoice payment terms set forth in the MCA. Additional payment terms may be set forth via Exhibit.
5.Survival. The following provisions will survive the expiration or termination of this PSA for any reason: Section 1 – Addendum; Section 2 – Professional Services; Applicable Terms and Conditions; Section 5– Survival.