Common use of Product Changes Clause in Contracts

Product Changes. 14.1 Prior to shipment, Corvis may at any time make changes in Products or modify the drawings and specifications relating thereto or substitute Products of later design, provided the changes, modifications or substitutions under normal and proper use do not impact upon form, fit or function of the ordered Equipment or materially adversely affect the use, function, or performance of the ordered Software, as provided in the Technical Requirements. Unless otherwise agreed, such Software substitution will not result in any additional charges to Customer with respect to licenses for which Corvis has quoted fees to Customer. With respect to changes, modifications, and substitutions which affect the form, fit, function, use or performance of an ordered Product, Corvis will notify Customer in writing 90 days prior to their effective dates. In the event any such change is not desired by Customer, Customer will notify Corvis within 30 days from the date of notice and Corvis will not furnish any such changed Products to Customer on any orders in process at the time Corvis is so notified. In no event will Corvis change the form, fit, function, use or performance of any Product if such change causes the Product not to conform to the Technical Requirements, except to the extent such change conforms to changes in network telecommunications standards generally accepted in the industry. Corvis may discontinue any Product or Software version if Corvis gives Customer at least one year's notice thereof. In such event, Corvis will provide Customer with a suggested product replacement at the same time for the remainder of the term of this Agreement. Customer will have the right to substitute the replacement product for the Product under this Agreement, at a price to be negotiated by the parties. If Customer elects not to use the suggested replacement product, Corvis will offer Customer a one-year period beginning the day of the notice of discontinuance within which Customer can place orders for the discontinued Product. Customer may give a last order ("One Time Buy Order") immediately prior to the end of the six-month period. The One Time Buy Order is non-cancelable, non- reschedulable and non-returnable; except as otherwise provided in this Agreement. Products ordered with the One Time Buy Order will be delivered to Customer as requested by Customer but no later than one year after the notice of discontinuance.

Product Changes. 14.1 Prior to shipment, Corvis may at any time make changes in Products or modify the drawings and specifications relating thereto or substitute Products of later design, provided the changes, modifications or substitutions under normal and proper use do not impact upon form, fit fit, function or function features of the ordered Equipment or materially adversely affect the use, function, or performance of the ordered Software, as provided in the Technical Requirements. Unless otherwise agreed, such no Software substitution will not result in any additional charges to Customer with respect to licenses for which Corvis has quoted fees to Customer. With respect to changes, modifications, and substitutions which affect the form, fit, function, features, use or performance of an ordered Product, Corvis will notify Customer in writing 90 days prior to their effective dates. In the event any such change is not desired by Customer, Customer will notify Corvis within 30 days from the date of notice and Corvis will not furnish any such changed Products to Customer on any orders in process at the time Corvis is so notifiednotified and, with respect to the Products listed in Attachment 6 at the Effective Date, issued by Customer under this Agreement. In no event will Corvis change the form, fit, function, features, use or performance of any Product if such change causes the Product not to conform to the Technical Requirements, except to the extent such change conforms to changes in network telecommunications standards generally accepted in the industryindustry and are acceptable to Customer. Corvis may discontinue any Product or Software version if Corvis gives Customer at least one year's notice thereof; provided, however, that Corvis agrees to not discontinue the Products listed in Attachment 6 until the earlier of (i) the date Customer meets the Minimum Purchase Commitment, or (ii) the expiration of the 24-month period commencing upon the successful completion of the Field Trial. In the event of such eventdiscontinuation, Corvis will provide Customer with a suggested product replacement at the same time for the remainder of the term Term of this Agreement. Customer will have the right to substitute the replacement product for the Product under this Agreement, at a price to be negotiated by the parties. If Customer elects not to use the suggested replacement product, Corvis will offer Customer a one-year period beginning the day of the notice of discontinuance within which Customer can place orders for the discontinued Product. Customer may give a last order ("One Time Buy Order") immediately prior to the end of the six-month one year period. The One Time Buy Order is non- cancelable, non-cancelable, non- reschedulable re-schedulable and non-returnable; except as otherwise provided in this Agreement. Products ordered with the One Time Buy Order will be delivered to Customer as requested by Customer but no later than one year after the notice of discontinuance.

Product Changes. 14.1 Prior to shipmentthe shipment of a Product, Corvis Seller may at any time make changes in Products a Product furnished pursuant to this Agreement, or modify the drawings and published specifications relating thereto thereto, or substitute Products of later designdesign to fill an order, provided the changes, modifications modifications, or substitutions under normal and proper use do not impact upon formthe Form, fit or function of the ordered Equipment or materially adversely affect the use, functionFit, or performance of the ordered Software, as provided in the Technical Requirements. Unless otherwise agreed, such Software substitution will not result in any additional charges to Customer with respect to licenses for which Corvis has quoted fees to Customer. With respect to changes, modifications, and substitutions which affect the form, fit, function, use or performance Function of an ordered Product, Corvis will Product as identified in the Specifications and do not adversely impact the ability of the Product or System as a whole to operate in accordance with those Specifications. Seller shall notify Customer of all changes to Products which, in writing 90 days prior Seller's determination, are required to their effective datesremedy a non-conformance to Seller's applicable Specifications, to correct design defects that are of type that result in inoperative electrical or mechanical conditions or an extremely unsatisfactory operating condition, or which are recommended to enhance safety. In the event any If Seller has furnished and installed a Product which is subject to such change a change, Seller will implement such change, at its expense, if it is not desired by Customer, Customer will notify Corvis announced within 30 days from the date of notice and Corvis will not furnish any such changed Products shipment of that Product, by, at its option, either (1) modifying the Product at Customer's site; (2) modifying the Product which Customer has returned to Customer on any orders Seller in process at accordance with Seller's instructions; or (3) replacing the time Corvis is so notified. In no event will Corvis Product requiring the change the form, fit, function, use or performance of any with a replacement Product if for which such change causes has already been implemented. However, if Seller has not engineered the original Product application and, accordingly, office records are not readily available to conform Seller, Seller will provide the generic change information and associated parts for Customer's use in applying such change. If Seller has not installed such Product, Seller, will, at its expense, furnish the parts and documentation necessary to the Technical Requirements, except to the extent implement such change conforms to changes in network telecommunications standards generally accepted in if it is announced within from the industry. Corvis may discontinue any Product or Software version if Corvis gives Customer at least one year's notice thereof. In such event, Corvis will provide Customer with a suggested product replacement at the same time for the remainder date of the term shipment of this Agreement. Customer will have the right to substitute the replacement product for the Product under this Agreement, at a price to be negotiated by the parties. If Customer elects not to use the suggested replacement product, Corvis will offer Customer a one-year period beginning the day of the notice of discontinuance within which Customer can place orders for the discontinued that Product. Customer may give a last order notify Seller of any problems which it considers fall within the categories described above. If Customer does not make or permit Seller to make the change as stated above within one ("One Time Buy Order"1) immediately prior year from the date of change notification, subsequent repairs or replacements under this Paragraph and under the Paragraph entitled PRODUCT WARRANTY may, at Seller's option, be billed to the end of the six-month period. The One Time Buy Order is non-cancelable, non- reschedulable and non-returnable; except as otherwise provided in this Agreement. Products ordered with the One Time Buy Order will be delivered to Customer as requested by Customer but no later than one year after the notice of discontinuanceCustomer.

Product Changes. 14.1 Prior to shipment, Corvis may at any time make changes in Products or modify the drawings and specifications relating thereto or substitute Products of later design, provided the changes, modifications or substitutions under normal and proper use do not impact upon form, fit or function of the ordered Equipment or materially adversely affect the use, function, or performance of the ordered Software, as provided in the Technical Requirements. Unless otherwise agreed, such Software substitution will not result in any additional charges to Customer with respect to licenses for which Corvis has quoted fees to Customer. With respect to changes, modifications, and substitutions which affect the form, fit, function, use or performance of an ordered Product, Corvis will notify Customer in writing 90 days [*] prior to their effective dates. In the event any such change is not desired by Customer, Customer will notify Corvis within 30 days [*] from the date of notice and Corvis will not furnish any such changed Products to Customer on any orders in process at the time Corvis is so notified. In no event will Corvis change the form, fit, function, use or performance of any Product if such change causes the Product not to conform to the Technical Requirements, except to the extent such change conforms to changes in network telecommunications standards generally accepted in the industry. Corvis may discontinue any Product or Software version if Corvis gives Customer at least one year's [*] notice thereof. In such event, Corvis will provide Customer with a suggested product replacement at the same time for the remainder of the term of this Agreement. Customer will have the right to substitute the replacement product for the Product under this Agreement, at a price to be negotiated by the parties. If Customer elects not to use the suggested replacement product, Corvis will offer Customer a one-year period beginning the day of the notice of discontinuance within which Customer can place orders for the discontinued Product. [*] Customer may give a last order ("One Time Buy Order") immediately prior to the end of the six-month [*] period. The One Time Buy Order is non-cancelable, non- non-reschedulable and non-returnable; except as otherwise provided in this Agreement. Products ordered with the One Time Buy Order will be delivered to Customer as requested by Customer but no later than one year [*] after the notice of discontinuance.

Product Changes. 14.1 Prior to shipment, Corvis may at any time make changes in Products or modify the drawings and specifications relating thereto or substitute Products of later design, provided the changes, modifications or substitutions under normal and proper use do not impact upon form, fit fit, function or function features of the ordered Equipment or materially adversely affect the use, function, or performance of the ordered Software, as provided in the Technical Requirements. Unless otherwise agreed, such no Software substitution will not result in any additional charges to Customer with respect to licenses for which Corvis has quoted fees to Customer. With respect to changes, modifications, and substitutions which affect the form, fit, function, features, use or performance of an ordered Product, Corvis will notify Customer in writing 90 days [*] prior to their effective dates. In the event any such change is not desired by Customer, Customer will notify Corvis within 30 days [*] from the date of notice and Corvis will not furnish any such changed Products to Customer on any orders in process at the time Corvis is so notifiednotified and, with respect to the Products listed in Attachment 6 at the Effective Date, issued by Customer under this Agreement. In no event will Corvis change the form, fit, function, features, use or performance of any Product if such change causes the Product not to conform to the Technical Requirements, except to the extent such change conforms to changes in network telecommunications standards generally accepted in the industryindustry and are acceptable to Customer. Corvis may discontinue any Product or Software version if Corvis gives Customer at least one year's [*] notice thereof; provided, however, that Corvis agrees to not discontinue the Products listed in Attachment 6 until the earlier of (i) the date Customer meets the Minimum Purchase Commitment, or (ii) the expiration of the 24-month period commencing upon the successful completion of the Field Trial. In the event of such eventdiscontinuation, Corvis will provide Customer with a suggested product replacement at the same time for the remainder of the term Term of this Agreement. Customer will have the right to substitute the replacement product for the Product under this Agreement, at a price to be negotiated by the parties. If Customer elects not to use the suggested replacement product, Corvis will offer Customer a one-year period beginning the day of the notice of discontinuance within which Customer can place orders for the discontinued Product. Customer may give a last order ("One Time Buy Order") immediately prior to the end of the six-month [*] period. The One Time Buy Order is non- cancelable, non-cancelable, non- reschedulable re-schedulable and non-returnable; except as otherwise provided in this Agreement. Products ordered with the One Time Buy Order will be delivered to Customer as requested by 17 Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. Customer but no later than one year after the notice of discontinuance.

Product Changes. 14.1 Prior to shipmentAvici may, Corvis may at any time time, make changes in Products in, or modify substitutions to, the drawings and specifications relating thereto Product, any component thereof or substitute Products of later design, any Software provided the changes, modifications changes (i) are made for safety purposes or substitutions under normal and proper use (ii) do not impact upon form, fit or fit, function of the ordered Equipment or materially adversely affect the usefeatures, function, use or performance of the ordered Software, as provided such items in the Technical Requirements. Unless otherwise agreed, such Software substitution will not result a manner which results in any additional charges to Customer with respect to licenses for which Corvis has quoted fees material changes to Customer's operations procedures or negatively impact Customer's network operations. With respect to changeschanges in, modificationsor substitutions to, and substitutions the Product, components thereof or any Software which affect does impact upon the form, fit, functionfunction features, use or performance of an ordered Productsuch items in manner which results in material changes to Customer's operations procedures or negatively impact Customer's network operations, Corvis Avici will notify Customer in writing 90 days prior [CONFIDENTIAL TREATMENT REQUESTED]/*/prior to their the effective datesdate of such change or substitution of its intent to make the change or substitution. In the event any such change or substitution is not desired by Customer, Customer will so notify Corvis Avici within 30 days [CONFIDENTIAL TREATMENT REQUESTED]/*/ from the date of the notice and Corvis of the proposed change or substitution, however, Avici will not furnish any such changed Products continue to make available to Customer on any orders in process for a period of [CONFIDENTIAL TREATMENT REQUESTED]/*/ from the effective date of Avici's substitution or change and at the price being charged at the time Corvis of such notice, the Product, component thereof or Software which is so notifiedsubjcct to change or substitution. In no event will Corvis change Provided however, if Avici must make changes in, or substitutions to, the Product, components thereof or any Software which does impact upon the form, fit, functionfunction features, use or performance of any Product if such change causes the Product not items in a manner which results in material changes to conform Customer's operations procedures or negatively impact Customer's network operations, which changes or substitutions are unplanned or unanticipated by Avici ("Exceptional Changes"), Avici will notify Customer in writing [CONFIDENTIAL TREATMENT REQUESTED]/*/ prior to the Technical Requirements, except to the extent effective date of such change conforms to changes in network telecommunications standards generally accepted in the industry. Corvis may discontinue any Product or Software version if Corvis gives Customer at least one year's notice thereofExceptional Change. In the event any such eventExceptional Change is not desired by Customer, Corvis will provide Customer with a suggested product replacement at the same time for the remainder of the term of this Agreement. Customer will have so notify Avici within [CONFIDENTIAL TREATMENT REQUESTED]/*/ from the right to substitute the replacement product for the Product under this Agreement, at a price to be negotiated by the parties. If Customer elects not to use the suggested replacement product, Corvis will offer Customer a one-year period beginning the day date of the notice of discontinuance within the proposed Exceptional Change, however, Avici will continue to make available to Customer for a period of [CONFIDENTIAL TREATMENT REQUESTED]/*/ from the effective date of Avici's Exceptional Change and at the price being charged at the time of notice of the Exceptional Change, the Product, component thereof or Software which Customer can place orders for the discontinued Product. Customer may give a last order ("One Time Buy Order") immediately prior is subject to the end of the six-month period. The One Time Buy Order is non-cancelable, non- reschedulable and non-returnable; except as otherwise provided in this Agreement. Products ordered with the One Time Buy Order will be delivered to Customer as requested by Customer but no later than one year after the notice of discontinuanceExceptional Change.

Product Changes. 14.1 11.1 Prior to shipment, Corvis may at any time make changes in Products or modify the drawings and specifications relating thereto or substitute Products of later design, provided the changes, modifications or substitutions under normal and proper use do not not: (i) adversely impact upon formForm, fit Fit or function Function of the ordered Equipment Equipment; (ii) adversely affect the Product Life as compared to the Product prior to such change or modification, (iii) materially and adversely impact operation or performance of any such changed Product as compared to the Product prior to such change or modification, as determined by Qwest in its reasonable discretion; (iv) make the changed Product less compatible with Qwest's network components as compared to the Product prior to such change or modification; (v) prevent any Product from meeting (though it may exceed) the applicable Technical Requirements; or (vi) materially adversely affect the use, function, function or performance of the ordered Software, as provided in the Technical Requirements. Unless otherwise agreedagreed by the parties in writing, such Software substitution will not result in any additional charges to Customer Qwest with respect to licenses for which Corvis has quoted fees to CustomerQwest. With respect to changes, modifications, and substitutions which that affect the form, fit, function, use or performance of an ordered ProductProduct as set forth in subsections (i) through (vi) above, Corvis will notify Customer Qwest in writing 90 days [*] prior to their effective dates. In the event any such change is not desired by CustomerQwest, Customer Qwest will notify Corvis within 30 days [*] from the date of notice and Corvis will not furnish any such changed Products to Customer Qwest on any orders in process at the time Corvis is so notified. In no event will Corvis change the formForm, fitFit, functionFunction, use or performance of any Product if such change causes the ordered Product not to conform to the Technical Requirements, except to . Confidential materials omitted and filed separately with the extent such change conforms to changes in network telecommunications standards generally accepted in the industrySecurities and Exchange Commission. Asterisks denote omissions. Corvis may discontinue any Product or Software version if Corvis gives Customer Qwest at least one year's [*] notice thereof. In such event, Corvis will provide Customer Qwest with a suggested product replacement at which meets or exceeds the Technical Requirements, has substantially the same time for Form, Fit and Function and is at least equally compatible with Qwest's network components as the remainder of the term of this Agreementdiscontinued Product it replaces. Customer Qwest will have the right to substitute the replacement product for the Product under this Agreement, at a price to be negotiated by the parties. If Customer Qwest elects not to use the suggested replacement product, Corvis will offer Customer Qwest a one-year [*] period beginning the day of the notice of discontinuance within which Customer can Qwest may place orders for the discontinued Product. Customer Qwest may give a last order ("One Time Buy Order") immediately prior to the end ------------------ of the six-month period[*] period beginning the day of the notice of discontinuance. The One Time Buy /Buy Order is non-cancelable, non- non-reschedulable and non-returnable; , except as otherwise provided in this Agreement, including without limitation Acceptance as set forth in Article 2. Products ordered with the One Time Buy Order will be delivered to Customer Qwest as requested by Customer Qwest but no later than one year [*] after the notice of discontinuance.

Product Changes. 14.1 Prior to shipmentthe shipment of a Product, Corvis Seller may at any time make changes in Products a Product furnished pursuant to this Agreement, or modify the drawings and published specifications relating thereto thereto, or substitute Products of later designdesign to fill an order, provided the changes, modifications modifications, or substitutions under normal and proper use do not impact upon formthe Form, fit or function of the ordered Equipment or materially adversely affect the use, functionFit, or performance Function of an ordered Product as identified in Seller's specifications. Seller shall notify Customer, usually at least one (1) year, before Seller discontinues accepting orders for an item of Seller's Manufactured Product sold u this Agreement. Where Seller offers a product for sale that is equivalent in Form, Fit, and Function, the ordered Softwarenotification period may vary. Seller further agrees that, as provided in the Technical Requirements. Unless otherwise agreedissuing Licensed Material Updates and Licensed Material Generic Releases of Network Wireless System Licensed Materials, such Software substitution will Seller shall assure that any changes and modifications to existing features and functionalities effected thereby shall not result in any additional charges a Material Service Impact. Seller agrees to Customer with respect maintain a standard, supported, generic version of the Licensed Materials necessary for or integral to licenses operation of Products furnished by Seller pursuant to this Agreement for which Corvis has quoted fees to Customer. With respect to changes, modifications, and substitutions which affect the form, fit, function, use or performance a period of an ordered Product, Corvis will notify Customer in writing 90 days prior to their effective dates. In the event any such change is not desired by Customer, Customer will notify Corvis within 30 days less than seven (7) years from the effective date of notice and Corvis will not furnish any such changed Products to Customer on any orders in process at the time Corvis is so notified. In no event will Corvis change the form, fit, function, use or performance of any Product if such change causes the Product not to conform to the Technical Requirements, except to the extent such change conforms to changes in network telecommunications standards generally accepted in the industry. Corvis may discontinue any Product or Software version if Corvis gives Customer at least one year's notice thereof. In such event, Corvis will provide Customer with a suggested product replacement at the same time for the remainder of the term of this Agreement. If Seller ceases to maintain a standard, supported, generic version of any such Licensed Materials furnished by Seller pursuant to this Agreement, and such maintenance is not available from another entity, then Seller shall furnish Customer, under a suitable confidentiality agreement, to the extent that it is authorized to do so, the then existing Licensed Materials Source Code, Licensed Materials development programs, and associated documentation for such standard version to the extent necessary for Customer will have to maintain and enhance for its own Use the standard version of that Licensed Material for which it has the right to substitute the replacement product for the Use. Seller agrees that it shall use all reasonable efforts to qualify as Seller's Manufactured Product any Vendor Items orderable under this Agreement, at the unavailability of which would result in a price to be negotiated by the partiesMaterial Service Impact. If Customer elects such efforts are successful, such item shall thereafter be treated as Seller Manufactured Product for purposes of Section 2.7 "CONTINUING PRODUCT/SUPPORT- PARTS AND SERVICES." If such item cannot be so qualified, Seller agrees that it will use all reasonable efforts to use establish or locate a secondary source for such item, to identify an item of equivalent Form, Fit, and Function, or to take other steps, so as to minimize the suggested replacement product, Corvis will offer Customer a one-year period beginning the day of circumstances in which Seller shall not be able to provide the notice of discontinuance within which Customer can place orders for and the discontinued Product. Customer may give a last order (continuing supply of Repair Parts and repair Services as contemplated by Section 2.7 "One Time Buy OrderCONTINUING PRODUCT/SUPPORT-PARTS AND SERVICES.") immediately prior to the end of the six-month period. The One Time Buy Order is non-cancelable, non- reschedulable and non-returnable; except as otherwise provided in this Agreement. Products ordered with the One Time Buy Order will be delivered to Customer as requested by Customer but no later than one year after the notice of discontinuance.