Common use of Continuing Availability Clause in Contracts

Continuing Availability. Supplier agrees to offer for sale, or locate for sale, functionally equivalent or superior maintenance, support, replacement and repair parts for PRODUCT ordered pursuant to this Agreement for ten (10) years commencing from Supplier’s last shipment of such PRODUCT to Purchaser. In addition to Supplier’s obligation to offer PRODUCT support for ten (10) years from Supplier’s last shipment of PRODUCT, or as long as the technology survives, whichever is greater, Supplier agrees to provide SOFTWARE support for maintenance, replacement or updates for twenty (10) years from Supplier’s last shipment of SOFTWARE . Supplier agrees to support PRODUCT for ten (10) years from Supplier’s last shipment. Under this Paragraph, Supplier shall also give Purchaser one (1) year prior written notice of the discontinuance of the sale of maintenance, replacement and repair parts for PRODUCT. Charges for support SERVICES provided pursuant to this paragraph shall be mutually agreed upon at time of discontinuance notice. Supplier may locate a third party that will fulfill Supplier’s support obligations hereunder; however, such third party must be approved by Purchaser, such approval not to be unreasonably withheld, and should such third party fail to perform such support, Supplier shall be obligated to resume direct provision of such support or once again locate a third party subject to the same terms. When Supplier has given Purchaser such discontinuance notice, or if for any other reason Supplier is unable to provide such PRODUCT, Supplier shall, if requested by Purchaser, endeavor to arrange for a third party to continue to furnish the discontinued maintenance, replacement and repair parts to Purchaser. In the event Supplier is not requested or, if requested, is unable to find a third party to furnish such maintenance or replacement or repair of PRODUCT to Purchaser, Supplier shall, upon request by Purchaser, provide Purchaser with existing technical information and rights to the extent Supplier has such rights, including SOURCE CODE and DOCUMENTATION, at no additional charge, sufficient for Purchaser to manufacture, or have manufactured the PRODUCT and maintain, modify and upgrade the SOFTWARE. In no event shall the provision of such rights and technical information to a third party or to Purchaser be delayed beyond six (6) months after Supplier’s date of notice of discontinuance. Supplier shall protect against the loss or damage of the existing technical information required for the manufacture of the discontinued parts with the same degree of care that Supplier uses to protect its own valuable technical information. In addition, Supplier shall advise Purchaser in writing at least six (6) months in advance of its decision to discontinue maintenance of any technical information, so that Purchaser may acquire such technical information in accordance with the provisions of this clause. The technical information includes, by example and not by way of limitation: (a) manufacturing drawings and specifications of raw materials and components comprising such parts; (b) manufacturing drawings and specifications covering special tooling and the operation thereof; and (c) a detailed list of all commercially available parts and components purchased by the Supplier on the open market disclosing the part number, name, and location of the Supplier and price lists for the purchase thereof, including SOURCE CODE and DOCUMENTATION.

Continuing Availability. Supplier agrees to shall offer for salesale to Company, or locate during the Term of this Agreement, and for sale, functionally equivalent or superior maintenance, support, replacement and repair parts for PRODUCT ordered pursuant to this Agreement for ten (10) years commencing from Supplier’s last shipment of such PRODUCT to Purchaser. In addition to Supplier’s obligation to offer PRODUCT support for ten (10) years from Supplier’s last shipment of PRODUCT, or as long as the technology survives, whichever is greater, Supplier agrees to provide SOFTWARE support for maintenance, replacement or updates for twenty (10) years from Supplier’s last shipment of SOFTWARE . Supplier agrees to support PRODUCT for ten (10) years from Supplier’s last shipment. Under this Paragraph, Supplier shall also give Purchaser at least one (1) year prior written notice after the expiration of this Agreement, Product conforming to the discontinuance Specifications set forth in this Agreement. For Pre-General Availability Products, Supplier further shall offer for sale to Company, during the term of this Agreement and (subject to reasonable availability from Novus EMS or another manufacturer reasonably satisfactory to Company and Supplier) until seven (7) years after the sale expiration of this Agreement, maintenance, replacement replacement, and repair parts ("Parts") which are functionally equivalent in form and fit for PRODUCTthe Product covered by this Agreement. Charges For General Availability Products, Parts shall be offered for support SERVICES provided sale (subject to reasonable availability from Novus EMS or another manufacturer reasonably satisfactory to Company and Supplier) until five years after the expiration of this Agreement or five years after a Product is discontinued by Supplier, whichever come first. The price for the Product and Parts shall be the price set forth in Supplier's then current agreement with Company for said Product or Parts. If no such agreement exists, the price for said Product or Parts shall be set by Supplier, which price shall be a reasonably competitive price for said Product or Parts at the time for delivery. The Product and Parts shall be warranted as set forth in the WARRANTY section of this Agreement. If Supplier is unable to continue to supply Product pursuant to the terms of this paragraph Agreement, or discontinues manufacture of Product during the term of this Agreement, Company shall be mutually agreed upon at time entitled to one year's advance notice (except where a court or other governmental authority shall enjoin or prohibit Supplier from manufacturing Product). In the event Supplier fails to supply such Product or Parts or Supplier is unable to obtain another source of discontinuance notice. Supplier may locate supply for Company within ninety days of Company's written request, then Company shall be free to identify and designate a third party that will fulfill manufacturer for such Product or Parts, subject to Supplier’s support obligations hereunder; however, 's consent (such third party must be approved by Purchaser, such approval consent not to be unreasonably withheld), and should such third party fail to perform such support, Supplier shall be obligated work collaboratively with such designated manufacturer, including providing the designated manufacturer (without obligation of or charge to resume direct provision of such support Company) with the technical information or once again locate a third party subject to the same terms. When Supplier has given Purchaser such discontinuance notice, or if for any other reason Supplier is unable to provide such PRODUCT, Supplier shall, if requested by Purchaser, endeavor to arrange for a third party to continue to furnish the discontinued maintenance, replacement and repair parts to Purchaser. In the event Supplier is not requested or, if requested, is unable to find a third party to furnish such maintenance or replacement or repair of PRODUCT to Purchaser, Supplier shall, upon request by Purchaser, provide Purchaser with existing technical information and rights to the extent Supplier has such rights, including SOURCE CODE and DOCUMENTATION, at no additional charge, sufficient for Purchaser to manufacture, or have manufactured the PRODUCT and maintain, modify and upgrade the SOFTWARE. In no event shall the provision of such rights and technical information to a third party or to Purchaser be delayed beyond six (6) months after Supplier’s date of notice of discontinuance. Supplier shall protect against the loss or damage of the existing technical information required for the manufacture of the discontinued parts with the same degree of care that Supplier uses to protect its own valuable technical information. In addition, Supplier shall advise Purchaser in writing at least six (6) months in advance of its decision to discontinue maintenance of any technical information, so that Purchaser may acquire the designated manufacturer can manufacture such technical information in accordance Product or Parts, with the provisions of this clause. The technical information includesSupplier, by example and not by way of limitation: (a) manufacturing drawings and specifications of raw materials and components comprising such parts; (b) manufacturing drawings and specifications covering special tooling Company and the operation thereof; and (c) a detailed list of all commercially available parts and components purchased by the Supplier on the open market disclosing the part numberdesignated manufacturer agreeing to reasonable pricing, namemarkups, and location of the Supplier and price lists for the purchase thereof, including SOURCE CODE and DOCUMENTATIONconfidentiality conditions.