Common use of Software License Clause in Contracts

Software License. Subject to the terms and conditions of this Agreement, Supplier grants Buyer a non-exclusive, worldwide, irrevocable (except as set forth in this Section 2.6), non-transferable (except as permitted under Section 14.2 of the Base Agreement), [*] license, under all of Buyer's intellectual property rights in the Supplier Software to use, execute, perform, display, sublicense (as set forth in Section 2.8 below) and distribute the Supplier Software with the Product and any Error Corrections solely for use with the Product in connection with Buyer's sale, marketing and licensing (in the case of the Supplier Software) of the Products. The forgoing shall license shall include the right to reproduce (on any media or using any distribution technology whatsoever, whether known or unknown) Error Corrections for distribution to Buyer Resellers and End Users for use with the Products and a reasonable number of copies of Supplier Software for use internally in connection with support of the Product. The rights and licenses under this Section 2.6 may be revoked by Supplier upon a material breach of the Agreement that Buyer fails to cure within [*] of receipt of written notice from Supplier specifying the material breach. Notwithstanding any such revocation, any sublicenses granted to End Users by Buyer prior to the date of any revocation of rights and licenses under this Section 2.6 shall continue in full force and effect. From time to time, Supplier may decide that in lieu of providing Buyer with Error Corrections it will instead provide Buyer with a subsequent version or release of the Supplier Software for which Buyer would normally be charged a royalty (e.g., a subsequent version or release that also provides additional functionality or capability). In such cases, Buyer shall be entitled to distribute such subsequent version or release of the Supplier Software to End Users in order to resolve errors, defect or bugs in the prior version of the Supplier Software reported by such End Users [*] to Supplier, provided that such Software is necessary to cause the Product to work in accordance with its Functional Specifications in the absence of a Error Correction and Buyer does not charge End-Users for such subsequent version or release of the Software beyond an amount necessary to recover Buyer's reasonable cost and expenses of distributing such Supplier Software (e.g., costs of media, shipment, etc.). Upon request, Buyer will provide Supplier with reasonable information to demonstrate that such Supplier Software was only distributed [*] to End, Users reporting the errors, defects or bugs.

Software License. 7.1. Subject to the terms and conditions of this Agreement, Supplier Cisco grants Buyer to Subcontractor a non-exclusivenonexclusive and nontransferable license to use the Software specified in the SOW in object code form and related documents (e.g. technical specifications, worldwide, irrevocable (except manuals) for the sole purpose of providing Services and preparing Subcontractor Work Product pursuant to such SOW. The license granted herein shall be for use of the Software solely as set forth provided in this Section 2.6)7 and the SOW. Unless expressly authorized in a specific SOW, nonthis license shall extend only to Software to be integrated into products delivered to and installed for Customer. EXCEPT AS EXPRESSLY AUTHORIZED UNDER THIS AGREEMENT AND A SPECIFIC SOW, SUBCONTRACTOR SHALL NOT (AND SHALL NOT PERMIT A THIRD PARTY TO): COPY, IN WHOLE OR IN PART, SOFTWARE OR RELATED DOCUMENTS; USE THE SOFTWARE ON UNAUTHORIZED) OR SECONDHAND CISCO EQUIPMENT; MAKE ERROR CORRECTIONS OR OTHERWISE MODIFY THE SOFTWARE OR DOCUMENTS; DECOMPILE, DECRYPT, REVERSE ENGINEER, DISASSEMBLE OR OTHERWISE REDUCE ALL OR ANY PORTION OF THE SOFTWARE TO HUMAN-transferable (except as permitted under READABLE FORM; OR TRANSFER, SUBLICENSE, RENT, LEASE, DISTRIBUTE, SELL, OR CREATE DERIVATIVE WORKS OF THE SOFTWARE OR DOCUMENTS. 7.2. Section 14.2 3 of this Agreement, Confidentiality, applies to the Software licensed herein above. Subcontractor shall maintain and reproduce all copyright and other proprietary notices on all copies, in any form, of the Base Agreement), [*] license, under all of Buyer's intellectual property rights Software in the Supplier Software to use, execute, perform, display, sublicense (as set forth in Section 2.8 below) same form and distribute manner that such copyright and other proprietary notices are included on the Supplier Software with the Product and any Error Corrections solely for use with the Product in connection with Buyer's sale, marketing and licensing (in the case Software. Subcontractor agrees that aspects of the Supplier Software) Software and associated documentation, including the specific design and structure of individual programs, constitute trade secrets and/or copyrighted material of Cisco. Subcontractor shall not disclose, provide, or otherwise make available such trade secrets of copyrighted material in any form to any third party without the prior written consent of Cisco. Subcontractor shall implement reasonable security measures to protect such trade secrets and copyrighted material. Title to Software and documentation shall remain solely with Cisco. 7.3. This license is effective until terminated either separately or upon termination of this Agreement. Upon termination Subcontractor shall destroy or return to Cisco all copies of Software and documents relating thereto in its possession. If Subcontractor destroys licensed materials, it shall certify in writing to Cisco that such destruction has occurred. Termination of the Productslicense granted in this Section 7 is automatic upon expiration or termination of this Agreement. The forgoing shall Cisco also may terminate this license upon written or oral notice to Subcontractor, with or without prior notice. Subcontractor also may terminate this license at any time by destroying all copies of Software and documents relating thereto which are in Subcontractor's possession and notifying Cisco of the termination. This license will terminate immediately without notice from Cisco if Subcontractor fails to comply with any provision of this license. 7.4. If any portion of this license section is found to be void or unenforceable, the remaining provisions of this license shall include the right to reproduce (on any media or using any distribution technology whatsoever, whether known or unknown) Error Corrections for distribution to Buyer Resellers and End Users for use with the Products and a reasonable number of copies of Supplier Software for use internally in connection with support of the Product. The rights and licenses under this Section 2.6 may be revoked by Supplier upon a material breach of the Agreement that Buyer fails to cure within [*] of receipt of written notice from Supplier specifying the material breach. Notwithstanding any such revocation, any sublicenses granted to End Users by Buyer prior to the date of any revocation of rights and licenses under this Section 2.6 shall continue remain in full force and effect. From time This license constitutes the entire license between the parties with respect to time, Supplier may decide that in lieu the use of providing Buyer with Error Corrections it will instead provide Buyer with a subsequent version or release of the Supplier Software for which Buyer would normally be charged a royalty (e.g., a subsequent version or release that also provides additional functionality or capability)Software. 7.5. In such cases, Buyer shall be entitled Cisco's commercial software and commercial computer software documentation is provided to distribute such subsequent version or release of the Supplier Software to End Users in order to resolve errors, defect or bugs in the prior version of the Supplier Software reported by such End Users [*] to Supplier, provided that such Software is necessary to cause the Product to work United States Government agencies in accordance with its Functional Specifications in the absence terms of a Error Correction this software license, and Buyer does not charge End-Users for such subsequent version or release of the Software beyond an amount necessary to recover Buyer's reasonable cost and expenses of distributing such Supplier Software (e.g., costs of media, shipment, etc.). Upon request, Buyer will provide Supplier with reasonable information to demonstrate that such Supplier Software was only distributed [*] to End, Users reporting the errors, defects or bugs.per subparagraph "

Software License. Subject Designated Inrange Products delivered by Inrange hereunder may contain or require the use of separable Software (the "Software"), which is defined herein to include (i) computer programs consisting of hard-wired logic instructions and/or instruction sequences in machine-readable code, contained on a magnetic tape, diskette, semiconductor device or other memory device or system memory which provides basic logic, operating instructions and user-related application instructions and (ii) documentation used to describe, maintain and use the programs. Inrange and Purchaser acknowledge and agree that such Software includes Ancor Technology, Inrange Technology and Developed Technology, which technologies are owned by Inrange and/or Purchaser as stated in the Technology License Agreement. Notwithstanding any other provisions of this Agreement and/or reference to "sale" of Designated Inrange Products in this Agreement or Inrange's terms and conditions conditions, the title to, and ownership of, the Software shall remain in Inrange; provided, however, that Inrange's and Purchaser's respective rights with respect to all Ancor Technology, Inrange Technology and Developed Technology (even if included in the Software) shall be as stated in the Technology License Agreement notwithstanding Inrange's ownership of this Agreementthe compilation of all such technologies as embodied in the Software. Inrange hereby grants to Purchaser a personal, Supplier grants Buyer a non-exclusive, worldwide, irrevocable non-assignable license to distribute and sublicense to Purchaser's OEMs and their end users the object code for the Software for use solely in connection with the Designated Inrange Products sold pursuant to this Agreement and subject to Inrange's standard software license terms (which terms shall not apply to any Ancor Technology or Developed Technology except as set forth those technologies are embodied in the Software). Inrange further grants to Purchaser a personal, non-exclusive, non-assignable license to use, modify, create derivative works from, port, integrate and translate the source code for the Software for use solely in connection with the Designated Inrange Products sold pursuant to this Agreement and subject to reasonable restrictions imposed by Inrange for protection of its source code. Inrange further grants to Purchaser's OEMs the right to modify the source code for the Software as required to perform private label customization (i.e. change of logo and name) of the Software solely in connection with the sale of Designated Inrange Products pursuant to this Agreement and subject to reasonable restrictions imposed by Inrange for protection of its source code. On a case-by-case basis, at Purchaser's request, Inrange will consider extending to Purchaser the right to sublicense Purchaser's OEM to use, modify, and create derivative works from the source code for the Software for use solely in connection with the Designated Inrange Products sold pursuant to this Agreement. The grant of such right to sublicense shall be subject to reasonable restrictions imposed by Inrange for protection of its source code. Notwithstanding the foregoing, the parties acknowledge and agree that the Software may include certain third-party software and that Purchaser's rights with respect to the source code for the Software will not extend to any such third-party software. Inrange will not be responsible for any errors arising from the content of those portions of the Software modified by Purchaser or any errors in compilation arising from Purchaser's modification of the Software. Purchaser will pay to Inrange, in addition to any other fees payable under this Agreement, the cost of any license fees or charges related to any third-party software included in the Software if Purchaser elects to have Inrange deliver to Purchaser such third-party software as part of the Software. All rights, including copyrights, in the Software shall be retained by Inrange (subject to Purchaser's ownership rights in and to the Ancor Technology and Developed Technology embodied in the Software), and Purchaser shall not have any right to copy or use the Software (whether modified or unmodified) except as provided in this Agreement. Notwithstanding anything to the contrary herein, Purchaser's rights to use, modify, distribute and create derivative works of the Ancor Technology and Developed Technology, as stated in the Technology License Agreement, shall not be restricted or prohibited in any way by this Agreement, even if such Ancor Technology and Developed Technology is also embodied in the Software; however, Purchaser's actions with respect to the Software itself shall be in accordance with this Agreement If Purchaser's OEMs or their end user need support for modifications, integration, interface or new features, Purchaser may request that Inrange provide such support for a mutually acceptable NRE charge. Inrange will use its reasonable efforts to accept reasonable requests by Purchaser for customer customization requirements. Purchaser agrees further to enter into sub-license agreements with its OEMs and to cause its OEMs to enter into sub-license agreements with their end users, which, at a minimum, provide that (a) OEM or end user will keep confidential and protect the Software and associated documentation from unauthorized disclosure; (b) any reproduction of the Software shall be solely for backup or archival purposes; (c) except as authorized in this Section 2.6)2.16, non-transferable OEM or end user will not modify or attempt to modify the Software without the written consent of Inrange; (except as permitted under Section 14.2 d) no transfer of title to the Base Agreement), [*] license, under all of Buyer's intellectual property rights in the Supplier Software to use, execute, perform, display, sublicense OEM or end user shall be deemed to have occurred by virtue of such sub-license; and (as set forth in Section 2.8 belowe) and distribute the Supplier end user will use the Software with the Product and any Error Corrections solely for use with the Product in connection with Buyer's sale, marketing the Designated Inrange Products sold pursuant to this Agreement and licensing (in the case of the Supplier Software) of the Products. The forgoing shall license shall include the right to reproduce (on any media or using any distribution technology whatsoever, whether known or unknown) Error Corrections for distribution to Buyer Resellers and End Users for use with the Products and a reasonable number of copies of Supplier Software for use internally in connection with support of the Product. The rights and licenses under this Section 2.6 may be revoked by Supplier upon a material breach of the Agreement that Buyer fails to cure within [*] of receipt of written notice from Supplier specifying the material breach. Notwithstanding any such revocation, any sublicenses granted to End Users by Buyer prior to the date of any revocation of rights and licenses under this Section 2.6 shall continue in full force and effect. From time to time, Supplier may decide that in lieu of providing Buyer with Error Corrections it will instead provide Buyer with a subsequent version or release of the Supplier Software for which Buyer would normally be charged a royalty (e.g., a subsequent version or release that also provides additional functionality or capability). In such cases, Buyer shall be entitled to distribute such subsequent version or release of the Supplier Software to End Users in order to resolve errors, defect or bugs in the prior version of the Supplier Software reported by such End Users [*] to Supplier, provided that such Software is necessary to cause the Product to work in accordance with its Functional Specifications in the absence of a Error Correction and Buyer does not charge End-Users for such subsequent version or release of the Software beyond an amount necessary to recover Buyer's reasonable cost and expenses of distributing such Supplier Software (e.g., costs of media, shipment, etcinternal business purposes.). Upon request, Buyer will provide Supplier with reasonable information to demonstrate that such Supplier Software was only distributed [*] to End, Users reporting the errors, defects or bugs.

Software License. Subject Seller hereby grants to the terms and conditions of this Agreementeach Purchaser a limited, Supplier grants Buyer a world-wide, non-exclusive, worldwide, irrevocable (except as set forth in this Section 2.612.2), nonroyalty-transferable (except as permitted under Section 14.2 free license for the life of the Base Agreement), [*] licenseEquipment, under all of Buyer's intellectual property rights its applicable IP Rights only for use by Purchasers and Subscribers (in the Supplier Software to use, execute, perform, display, sublicense (as set forth in Section 2.8 below) accordance with Purchaser’s standard terms and distribute the Supplier Software conditions that are consistent with the Product terms and conditions contained in this Agreement), the Software that is provided to such Purchaser hereunder, including without limitation any Error Corrections solely for modifications, revisions or enhancements provided to such Purchaser. Such license shall be limited to the use with of the Product Software by Purchasers only in connection with Buyer's sale, marketing and licensing (in the case use of the Supplier Software) Equipment. Purchasers may transfer Software as permitted pursuant to Section 26.4 or in connection with a transfer of the ProductsEquipment hardware to any subsequent third party purchaser of such Equipment who acquires such Equipment in connection with either (i) a purchase or other acquisition of all or any portion of a Purchaser’s System in which the Equipment has been deployed (whether by purchase or conveyance of assets or stock, merger, consolidation or other business reorganization), or (ii) a disposition of surplus Equipment that was originally purchased for deployment and not for resale by the Purchaser, provided that such third party purchaser agrees in a writing to be bound by the terms of this Agreement regarding ownership, use, and restrictions on use, of the Software; provided further that, before a Purchaser may make such a disposition, it shall first offer Seller the opportunity to repurchase the Equipment upon the same terms to be offered to such third party and Seller shall have [**] Business Days to accept such offer. The forgoing shall license shall include the right to reproduce (on any media or using any distribution technology whatsoever, whether known or unknown) Error Corrections for distribution to Buyer Resellers and End Users for use with the Products and Each Purchaser may make a reasonable number of copies of Supplier the Software and use such copies for use internally in connection with support Downloading Software modifications, releases and enhancements and for backup and archival purposes. No other license agreement for the same subject matter, executed by a Purchaser contemporaneously with, or purporting to become effective upon opening the delivery wrapper, shall alter, modify or amend the terms of the Productlicenses granted pursuant to this Section. The rights and licenses under this Section 2.6 may be revoked by Supplier Purchasers may, at any time, terminate a Software license upon [**] days prior notice to Seller. Upon expiration or termination of a material breach Software license, Purchaser shall return to Seller or destroy all copies of the Agreement that Buyer fails to cure within [*] of receipt of written notice from Supplier specifying the material breach. Notwithstanding any such revocation, any sublicenses granted to End Users by Buyer prior to the date of any revocation of rights and licenses under this Section 2.6 shall continue in full force and effect. From time to time, Supplier may decide that in lieu of providing Buyer with Error Corrections it will instead provide Buyer with a subsequent version or release of the Supplier Software for which Buyer would normally be charged a royalty (e.g., a subsequent version or release that also provides additional functionality or capability). In such cases, Buyer shall be entitled to distribute such subsequent version or release of the Supplier Software to End Users in order to resolve errors, defect or bugs in the prior version of the Supplier Software reported by such End Users [*] to Supplier, provided that such Software is necessary to cause the Product to work in accordance with its Functional Specifications in the absence of a Error Correction and Buyer does not charge End-Users for such subsequent version or release of the Software beyond an amount necessary to recover Buyer's reasonable cost and expenses of distributing such Supplier Software (e.g., costs of media, shipment, etclicense has been terminated.). Upon request, Buyer will provide Supplier with reasonable information to demonstrate that such Supplier Software was only distributed [*] to End, Users reporting the errors, defects or bugs.

Software License. 12.1 Subject to payment of any and all applicable license fees set out in Attachment 6, Corvis grants to Customer a perpetual (subject to termination pursuant to the terms of this Agreement), personal, nontransferable (except as provided in this Agreement), and nonexclusive license (or, with respect to the Third Party Software, a sublicense) to use the Software and its related Documentation provided pursuant to the terms of this Agreement. Use of the Software is restricted to the specified number of Network Elements or the designated equipment, as applicable ("Designated Equipment") set forth on Customer's Purchase Order(s). If a Designated Equipment becomes inoperative, Customer will have the right to use the Software on comparable backup equipment until such Designated Equipment is restored to operable status. No Software license fee shall be payable to Corvis with respect to spares. The license grants Customer no right to and Customer will not sublicense such Software, or modify, decompile, or disassemble Software furnished as object code to generate corresponding Source Code. Customer and its customers will be entitled to modify only the user-controlled features of the Software as provided for in the related Documentation. With respect to any Third Party Software, in addition to the terms and conditions herein, Customer will abide by the applicable terms and conditions for such Third Party Software. Attachment 12.1 lists the Third Party Software licenses that are applicable as of the date of this Agreement. 12.2 The CEM Software provided for use on Sun Workstations may only be used on such workstation if such Software is the only software running on such workstation and access to such workstation is password protected. 12.3 All Software (whether or not part of firmware) and its related documentation furnished by Corvis, and all copies thereof made by Customer, including translations, compilations, and partial copies, are and will remain the exclusive property of Corvis and its licensors. Customer will hold such Software and related documentation in strict confidence, and will not, without Corvis' prior written consent, disclose, provide, provide access to, or otherwise make available, in whole or in part, any Software or related documentation including any description of the Corvis Management Information Base (MIB) sections of the Software to anyone, except to its employees, and those agents and subcontractors that are not competitors of Corvis having a need-to-know for purposes of operating or maintaining the related Product, and except to its customers to the extent necessary to permit them to utilize customer-controlled features in accordance with the applicable Documentation. Such availability shall be limited to only those portions of the Software and its related documentation for which there is a need-to-know for purposes of operating or maintaining the related Product. All persons to whom the Software and relative documentation is made available shall have agreed in writing to obligations of confidentiality at least as protective as those set forth herein. Customer shall maintain an accurate and complete list of all persons having access to the Software and its related documentation and shall maintain a log of persons accessing the Software and its related documentation and the nature of the access, e.g., edit, view, copy, etc. Customer shall provide Corvis with prompt written notice of any unauthorized use of the Software and its related documentation and fully cooperate with Corvis in enforcing Corvis' proprietary rights in the Software and its related documentation. Customer shall not, and shall not permit any other person to copy, duplicate, modify, alter, enhance, revise, summarize, or prepare derivative works from any portion of the MIB sections of the Software. Customer will not copy Software embodied in firmware. Customer will not make any copies of any other Software or related documentation except as necessary for maintaining archival copies in accordance with Customer's customary practices. Such archival copies shall be stored in a locked and secured container. Customer will reproduce and include any Corvis copyright and proprietary notice on all such necessary copies of the Software and its related documentation. Customer will take appropriate action, by instruction, agreement, or otherwise, with the persons permitted access to the Software and related documentation to enable Customer to satisfy its obligations under this Agreement. When the Software and related documentation are no longer needed by Customer, or if Customer's license is canceled or terminated, Customer will return all copies of such Software and related documentation to Corvis or follow written disposition instructions provided by Corvis. 12.4 Subject to Corvis' approval which will not be unreasonably withheld, Customer may transfer its right-to-use Software furnished under this Agreement without the payment of an additional right-to-use fee by third party transferee, except for additional fees which would have been applicable to Customer with respect to usage sensitive factors (e.g., feature pricing based on activation level). Such transfer can be made to another end user for their own internal use, but not to any competitor of Corvis and only under the following conditions: (a) Such Software will be used only within the United States and such other countries for which such Software may be licensed from time to time under the terms of this Agreement. (b) The right to use such Software may be transferred only together with the Designated Equipment with which Customer has a right to use such Software, as long as such transfer of the Designated Equipment is permitted pursuant to Section 15.3, and such right to use the Software will continue to be limited to use with such Designated Equipment; (c) Before any such Software will be transferred, Customer will notify Corvis in writing of such intended transfer and the transferee will have agreed in writing (a copy of which will be provided to Corvis before such transfer) to the terms of this Agreement and any amendments thereto. 12.5 Subject to Section 12.2, upon advance written notice to Corvis, Customer may physically transfer Software or optional feature packages, for which Customer has the right to use, from one Customer-owned workstation computer and relocate them to another Customer-owned workstation computer, provided that (a) the Product from which the Software has been transferred will cease to be Designated Equipment for such transferred Software and the workstation to which the Software has been transferred will thereafter be deemed to be the Designated Equipment, and (b) the Software delivered by Corvis pursuant to a Purchase Order will not be resident at any time on more than the total number of items of Designated Equipment for such Software set forth on the applicable Purchase Order. Customer will not be required to pay additional right-to-use fees as a result of such relocation, except for additional fees which would have been applicable to Customer with respect to usage sensitive factors. 12.6 Provided that Customer has proceeded with volume deployment pursuant to Section 4, Corvis and Customer will enter into an escrow agreement, in the form set forth in Attachment 12.6 and acceptable to both parties ("Escrow Agreement"). The escrow agent for the Escrow Agreement will be Fort ▇▇▇▇ Escrow Services, Inc. or another escrow agent acceptable to both parties. Corvis will bear the cost of providing Corvis' Source Code to the Escrow Agent. Customer will pay the Escrow Agent's charges, including any costs associated with testing the Source Code in Escrow or with release of such Source Code. Upon execution of the Escrow Agreement by both parties, Corvis will place in escrow the source code version of the Software (excluding Third Party Software). Thereafter, Corvis will supplement the materials in escrow to include upgrades and new releases of the Software (excluding Third Party Software) then in use by Customer. The Escrow Agreement will provide for the availability of the materials in escrow, subject to the terms and conditions of this the Escrow Agreement, Supplier grants Buyer a non-exclusive, worldwide, irrevocable (except as set forth in this Section 2.6), non-transferable (except as permitted under Section 14.2 of the Base Agreement), [*] license, under all of Buyer's intellectual property rights in the Supplier Software to use, execute, perform, display, sublicense (as set forth in Section 2.8 below) and distribute the Supplier Software with the Product and any Error Corrections solely for use with the Product in connection with Buyer's sale, marketing and licensing (in the case of the Supplier Software) of the Products. The forgoing shall license shall include the right to reproduce (on any media or using any distribution technology whatsoever, whether known or unknown) Error Corrections for distribution to Buyer Resellers and End Users for use with the Products and a reasonable number of copies of Supplier Software for use internally in connection with support of the Product. The rights and licenses under this Section 2.6 may be revoked by Supplier upon a material breach of the Agreement that Buyer fails to cure within [*] of receipt of written notice from Supplier specifying the material breach. Notwithstanding any such revocation, any sublicenses granted to End Users by Buyer prior to the date of any revocation of rights and licenses under this Section 2.6 shall continue in full force and effect. From time to time, Supplier may decide that in lieu of providing Buyer with Error Corrections it will instead provide Buyer with a subsequent version or release of the Supplier Software for which Buyer would normally be charged a royalty (e.g., a subsequent version or release that also provides additional functionality or capability). In such cases, Buyer shall be entitled to distribute such subsequent version or release of the Supplier Software to End Users in order to resolve errors, defect or bugs in the prior version of the Supplier Software reported by such End Users [*] to Supplier, provided that such Software is necessary to cause the Product to work in accordance with its Functional Specifications in the absence of a Error Correction and Buyer does not charge End-Users for such subsequent version or release of the Software beyond an amount necessary to recover Buyer's reasonable cost and expenses of distributing such Supplier Software (e.g., costs of media, shipment, etc.). Upon request, Buyer will provide Supplier with reasonable information to demonstrate that such Supplier Software was only distributed [*] to End, Users reporting the errors, defects or bugs.

Software License. Subject 10.1 With respect to all Software associated with and integral to the Hardware purchased by Buyer hereunder, Seller hereby grants Buyer a nonexclusive license to use the Software with the Equipment to the extent of the activation or authorized usage level (including, without limitation, radios (voice channels), effective voice channels (EVC), BSCs, BTSs, or subscribers). To the extent Software is furnished for use with designated Equipment or Buyer-furnished equipment ("CFE"), Seller hereby grants to Buyer a nonexclusive license to use such Software only on such Equipment or CFE, as applicable. Seller represents that the Software contains trade secrets. Accordingly, Buyer shall treat the Software as Seller's Confidential Information (as defined in Section 20). Buyer will ensure that anyone authorized by Buyer to use the Software shall do so in compliance with the terms of this Agreement. 10.1.1 If Buyer has not chosen the MTX Software Release buy-out option (as described in Section 4 of Supplement 1), then upon Buyer's request, Seller shall provide to Buyer a list of Seller's then-current Optional Features. If Seller notifies Buyer in writing of the Price of a particular Optional Feature at any time during the Term, the Price of such Optional Feature shall not be increased for the remainder of the Term. 10.1.2 If Buyer chooses to obtain a license from Seller for additional Optional Features and/ or additional measurable units as described above, Seller may audit Buyer's Systems (either remotely or visually or some combination thereof) to verify Buyer's compliance with the licensed unit quantities. Seller may conduct such an audit of Buyer's Systems (solely at Seller's cost and expense) upon any such activation to determine the initial quantity of measurable units. On a quarterly basis during each calendar year of the Term thereafter, Seller shall have the right to audit Buyer's System (solely at Seller's cost and expense) as set forth herein to determine the quantity of measurable units utilized by Buyer; provided that Seller shall (a) notify Buyer in writing at least ten days prior to commencing any such audit, (b) perform such audits during Buyer's normal business hours, and (c) avoid interfering with or disrupting Buyer's day-to-day operations. Buyer shall provide reasonable cooperation with such audits. Seller's right to audit and invoice Buyer in accordance with this Section 10.1.2 for measurable units added following the expiration or termination of this Agreement shall survive for a period of two years following the expiration or termination of this Agreement. 10.2 Buyer shall not: (a) use, copy, modify, transfer or distribute the Software except as provided in the Documentation or as expressly authorized hereunder; (b) reverse assemble, reverse compile, reverse engineer or otherwise translate the Software; (c) create derivative works of the Software or modify the Software except as provided in the Documentation or as expressly authorized hereunder; or (d) sublicense, rent or lease the Software, provided that an Affiliate may lease such Software to Buyer at anytime without violating this Section. 10.3 Buyer acknowledges that the Software includes intellectual property licensed to Seller by third parties. Such third-party licensors shall be deemed to be beneficiaries of this provision. With respect to third-party Software, Buyer shall comply with the license terms and conditions provided by Seller in writing with respect to any such Software provided that Seller has given Buyer a reasonable opportunity to review and evaluate any such terms and conditions. Buyer shall also comply with the terms and conditions contained in any Seller or third-party "shrink wrap" or "click" licenses that are provided prior to the use of the Software. None of the terms and conditions of this Agreement, Supplier grants Buyer a nonsuch third-exclusive, worldwide, irrevocable (except as set forth in this Section 2.6), non-transferable (except as permitted under Section 14.2 party licenses or any Seller "shrink wrap" or "click" license shall affect the length of the Base Agreement), [*] license, under all Warranty Period or the rights of Buyer's intellectual property rights in Buyer related to the Supplier Software to use, execute, perform, display, sublicense (as set forth in Section 2.8 below) and distribute the Supplier Software with the Product and any Error Corrections solely for use with the Product in connection with Buyer's sale, marketing and licensing (in the case of the Supplier Software) of the Products. The forgoing shall license shall include the right to reproduce (on any media or using any distribution technology whatsoever, whether known or unknown) Error Corrections for distribution to Buyer Resellers and End Users for use with the Products and a reasonable number of copies of Supplier Software for use internally in connection with support of the Product. . 10.4 The rights and licenses obligations of the parties under this Section 2.6 may be revoked by Supplier upon a material breach 10 shall survive the expiration or termination of the Agreement that Buyer fails to cure within [*] of receipt of written notice from Supplier specifying the material breach. Notwithstanding any such revocation, any sublicenses granted to End Users by Buyer prior to the date of any revocation of rights and licenses under this Section 2.6 shall continue in full force and effect. From time to time, Supplier may decide that in lieu of providing Buyer with Error Corrections it will instead provide Buyer with a subsequent version or release of the Supplier Software for which Buyer would normally be charged a royalty (e.g., a subsequent version or release that also provides additional functionality or capability). In such cases, Buyer shall be entitled to distribute such subsequent version or release of the Supplier Software to End Users in order to resolve errors, defect or bugs in the prior version of the Supplier Software reported by such End Users [*] to Supplier, provided that such Software is necessary to cause the Product to work in accordance with its Functional Specifications in the absence of a Error Correction and Buyer does not charge End-Users for such subsequent version or release of the Software beyond an amount necessary to recover Buyer's reasonable cost and expenses of distributing such Supplier Software (e.g., costs of media, shipment, etcAgreement.). Upon request, Buyer will provide Supplier with reasonable information to demonstrate that such Supplier Software was only distributed [*] to End, Users reporting the errors, defects or bugs.

Software License. Subject The following terms apply to copyrighted software and the accompanying documentation, including, but not limited to, operating system software, provided with or within the Xerox-brand Equipment acquired hereunder (”Base Software“) as well as software specifically set out as “Application Software” on an Order. This license does not apply to any Diagnostic Software or to any for Application Software accompanied by a clickwrap or shrinkwrap license agreement or otherwise made subject to a separate license agreement. If the Customer is ordering Application Software under an Order, upon Customer’s request, Xerox will determine whether the Application Software subject to the terms prospective Order contains a clickwrap or shrinkwrap license and conditions to provide the Customer with a copy of this Agreement, Supplier it. (i) Xerox grants Buyer Customer a non-exclusive, worldwidenon-transferable license to use the Base Software within the United States, irrevocable its territories, and possessions (except as set forth in this Section 2.6)the “United States”) only on or with the Equipment with which (or within which) it was delivered. For Application Software, Xerox grants Customer a non-exclusive, non-transferable license to use this software within the United States on any single unit of equipment for as long as Customer are current in the payment of any indicated software license fees (except as permitted under Section 14.2 of including any Annual Renewal Fees). Customer has no other rights to the Base Agreementor Application Software and, in particular, may not: (1) distribute, copy (to the extent not prohibited by Xerox’s licenses with its licensors, upon Customer’s request, Xerox will provide a reasonable number of backup copies to be used by Customer solely for archival or data recovery purposes in the event of equipment failure and/or data loss)., [*] licensemodify, under create derivatives of, decompile, or reverse engineer this software; (2) activate any software delivered with or within the Equipment in an unactivated state; or, (3) allow others to engage in same. Title to the Base and Application Software and all of Buyer's copyrights and other intellectual property rights in it shall at all times reside solely with Xerox and/or its licensors (who to the Supplier extent required by Xerox’s agreements with such licensors, shall be considered third-party beneficiaries of the Agreement‘s software and limitation of liability provisions). Base and Application Software may contain, or be modified to contain, computer code capable of automatically disabling proper operation or functioning of the Equipment. Such disabling code may be activated if: (a) Xerox is denied reasonable access to the Base or Application Software to useperiodically reset such code; (b) Customer has defaulted under an Order; or, execute(c) such license is terminated or expires. (ii) Xerox may terminate Customer’s license for any Base Software (1) immediately if Customer no longer uses or possesses the Equipment, perform, display, sublicense or (as set forth in Section 2.8 below2) and distribute upon the Supplier Software with termination of any Order or separate agreement under which Customer has acquired the Product and any Error Corrections solely for use with the Product in connection with Buyer's sale, marketing and licensing Equipment. (in the case iii) If Customer transfers possession of the Supplier SoftwareEquipment after Customer obtains title to it, Xerox will offer the transferee a license to use the Base Software within the United States on or with it, subject to Xerox’s then-applicable terms and license fees, if any, and provided the transfer is not in violation of Xerox’s rights. (iv) of Xerox warrants that Application Software will perform in material conformity with its published specifications for a ninety (90) day period from the Products. The forgoing shall license shall include the right to reproduce (on any media or using any distribution technology whatsoeverdate it is delivered or, whether known or unknown) Error Corrections for distribution to Buyer Resellers and End Users for use with the Products and a reasonable number of copies of Supplier Software for use internally in connection with support of the Product. The rights and licenses under this Section 2.6 may be revoked software installed by Supplier upon a material breach of the Agreement that Buyer fails to cure within [*] of receipt of written notice from Supplier specifying the material breach. Notwithstanding any such revocationXerox, any sublicenses granted to End Users by Buyer prior to the date of any revocation of rights and licenses under this Section 2.6 shall continue in full force and effectsoftware installation. From time to time, Supplier may decide Neither Xerox nor its licensors warrant that in lieu of providing Buyer with Error Corrections it the Base or Application Software will instead provide Buyer with a subsequent version be free from errors or release of the Supplier Software for which Buyer would normally that its operation will be charged a royalty (e.g., a subsequent version or release that also provides additional functionality or capability). In such cases, Buyer shall be entitled to distribute such subsequent version or release of the Supplier Software to End Users in order to resolve errors, defect or bugs in the prior version of the Supplier Software reported by such End Users [*] to Supplier, provided that such Software is necessary to cause the Product to work in accordance with its Functional Specifications in the absence of a Error Correction and Buyer does not charge End-Users for such subsequent version or release of the Software beyond an amount necessary to recover Buyer's reasonable cost and expenses of distributing such Supplier Software (e.g., costs of media, shipment, etcuninterrupted.). Upon request, Buyer will provide Supplier with reasonable information to demonstrate that such Supplier Software was only distributed [*] to End, Users reporting the errors, defects or bugs.

Software License. Subject This Article is hereby amended in its entirety to the terms read as follows: 12.1 ALCATEL hereby grants Purchaser, and conditions of this AgreementPurchaser hereby accepts, Supplier grants Buyer a non-exclusivenonexclusive, worldwidenontransferable license to use Software, irrevocable (except as set forth in this Section 2.6), non-transferable (except as permitted under Section 14.2 and those features of the Base Agreement), [*] license, under all of Buyer's intellectual property rights in the Supplier Software to use, execute, perform, display, sublicense (as set forth in Section 2.8 below) and distribute the Supplier Software with the Product and any Error Corrections solely for use with the Product in connection with Buyer's sale, marketing and licensing (in the case of the Supplier Software) of the Products. The forgoing shall license shall include the right to reproduce (on any media or using any distribution technology whatsoever, whether known or unknown) Error Corrections for distribution to Buyer Resellers and End Users for use with the Products and a reasonable number of copies of Supplier Software for use internally in connection with support of the Product. The rights and licenses under this Section 2.6 may be revoked by Supplier upon a material breach of the Agreement that Buyer fails to cure within [*] of receipt of written notice from Supplier specifying the material breach. Notwithstanding any such revocation, any sublicenses granted to End Users by Buyer prior to the date of any revocation of rights and licenses under this Section 2.6 shall continue in full force and effect. From time to time, Supplier may decide that in lieu of providing Buyer with Error Corrections it will instead provide Buyer with a subsequent version or release of the Supplier Software for which Buyer would normally activation has been authorized by ALCATEL, solely on a single System, or unit of Equipment, as may be charged a royalty (e.g., a subsequent version or release that also provides additional functionality or capability)applicable. In such cases, Buyer shall be entitled to distribute such subsequent version or release Use of the Supplier Software to End Users in order to resolve errors, defect on multiple Systems or bugs in the prior version of the Supplier Software reported with any equipment furnished by such End Users [*] to Supplier, provided that such Software a party other than ALCATEL or its authorized resellers is necessary to cause the Product to work in accordance with its Functional Specifications not licensed hereunder in the absence of a Error Correction separate written agreement between the parties hereto. 12.2 Software is proprietary to ALCATEL, and Buyer does Purchaser agrees to treat such Software as "Confidential Information" (as the term is defined in this Agreement). Purchaser agrees to use such Software or any portions or aspects thereof (including any methods or concepts utilized therein) solely on the Equipment. Purchaser agrees, within thirty (30) days after the occurrence of either of the following events, to return, or certify to ALCATEL in writing the destruction of, all Software, memory media, documentation and/or other material (a) that has been modified, updated, or replaced; and/or (b) upon Purchaser's discontinued use of the Equipment. Purchaser agrees that it shall not charge End-Users for at any time modify, disassemble, or decompile such subsequent version Software, or release transfer or reverse engineer any portion of the Software beyond an amount necessary or functioning of any Equipment, or permit others to recover Buyerdo so, without ALCATEL's reasonable cost prior written consent. Purchaser agrees it will not attempt to transfer Confidential Information, including any Software or System, without the prior written consent of ALCATEL. Purchaser further agrees that it shall not reproduce or copy such Software in whole or in part except for backup and expenses archival purposes. Certain network management Software is provided by third parties and may be subject to additional license restrictions. 12.3 In the event of distributing a Purchaser breach regarding Confidential Information, ALCATEL reserves the right, upon notice to Purchaser, to (a) require the immediate return of all Confidential Information, including all applicable Software and copies thereof, wherever PROPRIETARY AND CONFIDENTIAL to McLeodUSA Incorporated and Alcatel USA Marketing, Inc. such Supplier Confidential Information and copies thereof shall reside, including any and all associated documentation for which Purchaser is in breach of license rights, or has not paid the applicable fee, and (b) terminate the license for such Software (e.g., costs of media, shipment, etc.)and associated documentation granted to Purchaser. Upon requestreceipt of such notice, Buyer Purchaser agrees to immediately discontinue use and enjoyment of such Software and associated documentation. 12.4 The rights and obligations of Purchaser under Articles 12 and 15 will provide Supplier survive expiration or termination of this Agreement for any reason, and shall continue even if the Software is no longer used with reasonable information to demonstrate that such Supplier Software was only distributed [*] to End, Users reporting the errors, defects or bugsEquipment.

Software License. Acuson or its suppliers retain(s) ownership of and title to any computer program supplied with or in connection with the Products, to any diagnostic, remedial or installation software and printed circuit boards provided to Distributor and to the trade secrets embodied in such computer programs, software and boards. Subject to acceptance of the terms obligations in this Section and conditions to the fulfillment of this Agreementthese obligations, Supplier Acuson grants Buyer Distributor's immediate customer a perpetual, non-exclusiveexclusive license to use such computer program, worldwidesoftware and boards solely in the form and on the medium in which such program, irrevocable (except as software or board is delivered for the purpose of operating the Products in accordance with the instructions set forth in this Section 2.6), non-transferable (except as permitted under Section 14.2 of the Base Agreement), [*] license, under all of BuyerOperator's intellectual property rights in the Supplier Software to use, execute, perform, display, sublicense (as set forth in Section 2.8 below) and distribute the Supplier Software Manual supplied with the Product and any Error Corrections for no other purposes whatsoever. Acuson grants Distributor a non-exclusive license only during the term of this Agreement to use such diagnostic, remedial and installation software and printed circuit boards, solely for use with the Product in connection with Buyer's sale, marketing and licensing (in the case form an don the medium in which such software and boards are delivered, for the purpose of the Supplier Software) of the Products. The forgoing shall license shall include the right servicing Products sold to reproduce (on any media or using any distribution technology whatsoever, whether known or unknown) Error Corrections for distribution customers pursuant to Buyer Resellers and End Users for use with the Products and a reasonable number of copies of Supplier Software for use internally in connection with support of the Product. The rights and licenses under this Section 2.6 may be revoked by Supplier upon a material breach of the Agreement that Buyer fails to cure within [*] of receipt of written notice from Supplier specifying the material breach. Notwithstanding any such revocation, any sublicenses granted to End Users by Buyer prior to the date of any revocation of rights and licenses under this Section 2.6 shall continue in full force and effect. From time to time, Supplier may decide that in lieu of providing Buyer with Error Corrections it will instead provide Buyer with a subsequent version or release of the Supplier Software for which Buyer would normally be charged a royalty (e.g., a subsequent version or release that also provides additional functionality or capability). In such cases, Buyer shall be entitled to distribute such subsequent version or release of the Supplier Software to End Users in order to resolve errors, defect or bugs in the prior version of the Supplier Software reported by such End Users [*] to Supplier, provided that such Software is necessary to cause the Product to work in accordance with service instructions supplied by Acuson and for no other purpose whatsoever. Neither Distributor nor its Functional Specifications in customer may reverse assemble, reverse compile or otherwise reverse engineer such computer programs, software or printed circuit boards, nor may it make a copy thereof or apply any techniques to derive the absence trade secrets embodied therein. Distributor agrees that it will forward to Acuson the customer's written consent to comply with the terms of this Section. In event of a Error Correction failure by Distributor or Distributor's customer to comply with the terms of this license, the license granted by this Section shall terminate. Further, because unauthorized use of such computer programs, software and Buyer does not charge End-Users for boards will leave Acuson without an adequate remedy at law, injunctive or other equitable relief will be appropriate to restrain such subsequent version use, threatened or release actual. Distributor's customer may assign such customer's license hereunder to its immediate purchaser by forwarding to Acuson the purchaser's written consent to comply with the terms of the Software beyond an amount necessary this Section. Distributor further agrees that (I) any of Acuson's suppliers of software is a direct and intended beneficiary of this software license and may enforce it directly against Distributor's customers with respect to recover Buyer's reasonable cost software supplied by such Supplier, and expenses of distributing such Supplier Software (e.g.ii) NO SUPPLIER OF ACUSON SHALL BE LIABLE TO DISTRIBUTOR ANY CUSTOMER FOR ANY GENERAL, costs of mediaSPECIAL, shipmentDIRECT, etcINDIRECT, CONSEQUENTIAL, INCIDENTAL OR OTHER DAMAGES ARISING OUT OT THE SUBLICENSE OF THE SOFTWARE AND COMPUTER PROGRAMS SUPPLIED WITH THE PRODUCTS.). Upon request, Buyer will provide Supplier with reasonable information to demonstrate that such Supplier Software was only distributed [*] to End, Users reporting the errors, defects or bugs.

Software License. Subject Purchaser acknowledges and agrees that all computer ---------------- software is part of the Excluded Assets. From and after the Closing Date, ComEd hereby grants, without representation, warranty, promise or covenant of any kind or nature, to Purchaser, for consideration in the terms and conditions amount of this Agreement$1,000 (regardless of the number of workstations), Supplier grants Buyer a fully paid-up, royalty-free, non-exclusive, worldwideperpetual right and license to use (solely in connection with the operation of the Facilities) the computer software set forth in Schedule 2.9 (Software ------------ License) as it exists on the Closing Date (the "ComEd Software"). Purchaser acknowledges and agrees that (a) it has no right under such license to, irrevocable and agrees that it will not, access ComEd's own computer networks or those of any of ComEd's Affiliates or use any computer software that is designed to be part of a networked computer system providing data processing capabilities or services beyond the Facilities, (except as b) it will not challenge ComEd's ownership of the ComEd Software or any application for registration thereof or any registration thereof or any rights of ComEd therein, (c) it will not cause or permit reverse compilation or reverse assembly of all or any portion of the ComEd Software and will not modify or enhance the ComEd Software without the prior written consent of ComEd (any of such modifications or enhancements being the sole property of ComEd), (d) Purchaser is not entitled to receive any modifications, enhancements, updates or revisions to the ComEd Software created by or on behalf of ComEd, and (e) the ComEd Software constitutes confidential information and is the valuable, copyrighted and trade secret property of ComEd. Notwithstanding the foregoing, Purchaser and any successor in interest of Purchaser may sell, assign or sublicense the Purchaser's license to use the ComEd Software granted hereby, on the terms of and subject to the license granted hereunder, to any subsequent owner, lessee or operator of the Facilities, for use solely in connection with the operation of the Facilities, provided that (i) such subsequent owner, lessee or operator agrees in writing to be bound by the terms of this Section 2.9 (Software License), (ii) written notice of the identity and ----------- address for notices of such subsequent owner, lessee or operator is delivered to ComEd prior to such sale, assignment or sublicense and (iii) Purchaser remains primarily liable and responsible for all of its duties, responsibilities and liabilities set forth in this Section 2.62.9 (Software License). THE COMED SOFTWARE ----------- IS PROVIDED ON AN "AS IS, WHERE IS" BASIS WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING AND OF SECTION 3.2 (DISCLAIMERS REGARDING ASSETS), nonCOMED HEREBY DISCLAIMS ANY EXPRESS OR IMPLIED REPRESENTATIONS AND WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE OR FITNESS FOR A PARTICULAR PURPOSE, AND COMED WILL HAVE NO LIABILITY WITH RESPECT TO ANY INFRINGEMENT, OR CLAIM OF INFRINGEMENT, OF INTELLECTUAL PROPERTY RIGHTS OF ANY PERSON AS A RESULT OF THE LICENSE OR USE OF THE COMED SOFTWARE. COMED FURTHER DISCLAIMS THAT THE OPERATION OF THE SOFTWARE WILL BE ERROR OR BUG-transferable (except as permitted under Section 14.2 of the Base Agreement)FREE, [*] license, under all of Buyer's intellectual property rights in the Supplier Software to use, execute, perform, display, sublicense (as set forth in Section 2.8 below) and distribute the Supplier Software with the Product and any Error Corrections solely for use with the Product in connection with Buyer's sale, marketing and licensing (in the case of the Supplier Software) of the Products. The forgoing shall license shall include the right to reproduce (on any media or using any distribution technology whatsoever, whether known or unknown) Error Corrections for distribution to Buyer Resellers and End Users for use with the Products and a reasonable number of copies of Supplier Software for use internally in connection with support of the Product. The rights and licenses under this Section 2.6 may be revoked by Supplier upon a material breach of the Agreement that Buyer fails to cure within [*] of receipt of written notice from Supplier specifying the material breach. Notwithstanding any such revocation, any sublicenses granted to End Users by Buyer prior to the date of any revocation of rights and licenses under this Section 2.6 shall continue in full force and effect. From time to time, Supplier may decide that in lieu of providing Buyer with Error Corrections it will instead provide Buyer with a subsequent version or release of the Supplier Software for which Buyer would normally be charged a royalty (e.g., a subsequent version or release that also provides additional functionality or capability). In such cases, Buyer shall be entitled to distribute such subsequent version or release of the Supplier Software to End Users in order to resolve errors, defect or bugs in the prior version of the Supplier Software reported by such End Users [*] to Supplier, provided that such Software is necessary to cause the Product to work in accordance with its Functional Specifications in the absence of a Error Correction and Buyer does not charge End-Users for such subsequent version or release of the Software beyond an amount necessary to recover Buyer's reasonable cost and expenses of distributing such Supplier Software (e.g., costs of media, shipment, etcOR UNINTERRUPTED.). Upon request, Buyer will provide Supplier with reasonable information to demonstrate that such Supplier Software was only distributed [*] to End, Users reporting the errors, defects or bugs.

Software License. Subject Software provided hereunder (including without limitation software that may be embedded in the Lockers) (the "Software") is provided under this limited use software license. Customer acknowledges and agrees that with respect to the Software: i) Customer may use the Software solely in connection with the Lockers; ii) Customer is prohibited from transferring or distributing the Software, as well as using the Software for any service bureau activities or on any local or wide area network LAN; iii) Customer is prohibited from reverse assembly, reverse compilation and other translation of the Software or any portion thereof (to the extent not otherwise forbidden by law without the possibility of waiver); iv) the Software, including all parts thereof, provided under this Agreement are copyrighted and licensed (not sold), and that Pitney ▇▇▇▇▇ does not transfer title to the Software or any parts thereof to Customer; v) the Software, including all parts thereof, may contain or be derived from portions of materials provided by a third party under separate license, and that such third parties disclaim all warranties, express or implied, with respect to the use of such materials including, without limitation, the implied warranties of merchantability and fitness for a particular purpose: and vi) the limitation of liabilities section also applies to any third-party supplier of materials supplied to Customer; that such limitations of liabilities applicable to Pitney ▇▇▇▇▇ and Pitney ▇▇▇▇▇' third-party suppliers are not cumulative, and that such third party suppliers are intended beneficiaries of such section. Various third party software and other documentation ("Third Party Content") may have been incorporated into the Lockers by Pitney ▇▇▇▇▇ under permission from Pitney ▇▇▇▇▇ licensors and suppliers. Special terms and conditions applicable to the Third Party Content are included in Third Party Software License Provisions Schedule to this Agreement, and Customer agrees to be bound by and to comply with such terms and conditions. Any terms and conditions in such schedule that are inconsistent with, or in addition to, the terms and conditions of the rest of this Agreement, Supplier grants Buyer a non-exclusive, worldwide, irrevocable (except as set forth in this Section 2.6), non-transferable (except as permitted under Section 14.2 of the Base Agreement), [*] license, under all of Buyer's intellectual property rights in the Supplier Software to use, execute, perform, display, sublicense (as set forth in Section 2.8 below) and distribute the Supplier Software Agreement shall control with the Product and any Error Corrections solely for use with the Product in connection with Buyer's sale, marketing and licensing (in the case of the Supplier Software) of the Products. The forgoing shall license shall include the right to reproduce (on any media or using any distribution technology whatsoever, whether known or unknown) Error Corrections for distribution to Buyer Resellers and End Users for use with the Products and a reasonable number of copies of Supplier Software for use internally in connection with support of the Product. The rights and licenses under this Section 2.6 may be revoked by Supplier upon a material breach of the Agreement that Buyer fails to cure within [*] of receipt of written notice from Supplier specifying the material breach. Notwithstanding any such revocation, any sublicenses granted to End Users by Buyer prior respect to the date of any revocation of rights and licenses under this Section 2.6 shall continue in full force and effect. From time to time, Supplier may decide that in lieu of providing Buyer with Error Corrections it will instead provide Buyer with a subsequent version or release of the Supplier Software for which Buyer would normally be charged a royalty (e.g., a subsequent version or release that also provides additional functionality or capability). In such cases, Buyer shall be entitled to distribute such subsequent version or release of the Supplier Software to End Users in order to resolve errors, defect or bugs in the prior version of the Supplier Software reported by such End Users [*] to Supplier, provided that such Software is necessary to cause the Product to work in accordance with its Functional Specifications in the absence of a Error Correction and Buyer does not charge End-Users for such subsequent version or release of the Software beyond an amount necessary to recover Buyer's reasonable cost and expenses of distributing such Supplier Software (e.g., costs of media, shipment, etcThird Party Content.). Upon request, Buyer will provide Supplier with reasonable information to demonstrate that such Supplier Software was only distributed [*] to End, Users reporting the errors, defects or bugs.

Software License. Subject 9.1 Upon delivery of Avaya Managed Product firmware or Software to Dealer, Avaya grants to Dealer-a personal and non-exclusive right to use such licensed materials ("Licensed Materials") in the Area solely in connection with its personal use of such Avaya Managed Product firmware or Software, including testing of, training on or demonstration of such Avaya Managed Product. NO TITLE OR OTHER OWNERSHIP RIGHTS IN INTELLECTUAL PROPERTY OR OTHERWISE IN THE LICENSED MATERIAL OR ANY COPY THEREOF SHALL PASS TO DEALER UNDER THIS AGREEMENT OR AS A RESULT OF ANY PERFORMANCE HEREUNDER. 9.2 Dealer agrees: (i) to make only those copies of Software necessary for its personal use under this Agreement and to assure that such copies contain any proprietary or copyright notice appearing on the Software being copied; (ii) not to reverse engineer, decompile or disassemble the Licensed Materials or otherwise attempt to learn the source code, structure, algorithms or ideas underlying the Licensed Materials; (iii) not to export the Licensed Materials out of the Area and (iv) not to use the Software directly for any third person or permit any third person to use the Software except as necessary under this Agreement. 9.3 Use of Licensed Materials is subject to the terms and conditions of this Agreementan End User License Agreement between Avaya and End User, Supplier and may also be subject to license agreements between third party software providers and End User. Avaya further grants Buyer to Dealer the right to furnish Licensed Materials to End Users coincident with the sale of Avaya Products utilizing such Licensed Materials. Except for those Licensed Material which come with a nonshrink-exclusivewrap (break-the-seal) software license agreement, worldwide, irrevocable (except as the Avaya End User Software License associated with each Managed Product is set forth in this Section 2.6), non-transferable the appropriate Product Appendix. Dealer agrees (except as permitted under Section 14.2 a) to deliver the license agreements without alteration to each End User prior to or contemporaneously with the delivery of the Base Agreement)Licensed Materials to that End User, [*] license(b) to maintain contemporaneous written records of each such delivery, under all of Buyer's intellectual property rights in the Supplier Software (c) to use, execute, perform, display, sublicense (as set forth in Section 2.8 below) and distribute the Supplier Software with the Product and any Error Corrections solely for use with the Product in connection with Buyer's sale, marketing and licensing (in the case obtain written acceptance of the Supplier SoftwareAvaya License Agreement unless the Licensed Materials are covered by a shrink wrap license agreement that was delivered to the customer, and (d) make a copy of the Products. The forgoing shall written acceptance of each End User Software license shall include available to Avaya on request. 9.4 Avaya may at any time without advising Dealer, change the right to reproduce (on any media or using any distribution technology whatsoever, whether known or unknown) Error Corrections for distribution to Buyer Resellers and End Users for use with the Products and a reasonable number of copies of Supplier Software for use internally in connection with support terms of the Product. The rights and licenses under this Section 2.6 End-User Software License. 9.5 Avaya may be revoked by Supplier terminate the Software License granted to Dealer hereunder upon a material breach of the Agreement that Buyer fails to cure within [*] of receipt of twenty-four(24) hours written notice from Supplier specifying the material breach. Notwithstanding if Dealer has: (i) become insolvent, invoked as a debtor any such revocation, any sublicenses granted to End Users by Buyer prior laws relating to the date relief of debtors' or creditors' rights, or has had such laws invoked against it; (ii) become involved in any revocation liquidation or termination of rights and licenses under this Section 2.6 shall continue its business; (iii) been involved in full force and effectan assignment for the benefit of its creditors; (iv) sold or attempted to resell Avaya Products to any third party other than an End User without Avaya's written consent; (v) appointed or attempted to appoint any unauthorized agent or unauthorized manufacturer's representatives for Avaya Products; (vi) sold or attempted to resell any Avaya Products not previously authorized by its Dealer Agreement or that are obtained from a source other than Distributor; (vii) remotely accessed PBX locations maintained by Avaya directly; (viii) activated software features without compensation to Avaya. From time to time, Supplier may decide that in lieu of providing Buyer with Error Corrections it will instead provide Buyer with a subsequent version or release of the Supplier Software for which Buyer would normally be charged a royalty (e.g., a subsequent version or release that also provides additional functionality or capability). In such cases, Buyer shall be entitled to distribute such subsequent version or release of the Supplier Software to End Users in order to resolve errors, defect or bugs in the prior version of the Supplier Software reported by such End Users [*] to Supplier, provided that such Software is necessary to cause the Product to work in accordance with its Functional Specifications in the absence of a Error Correction and Buyer does not charge End-Users for such subsequent version or release of the Software beyond an amount necessary to recover Buyer's reasonable cost and expenses of distributing such Supplier Software (e.g., costs of media, shipment, etc.). Upon request, Buyer will provide Supplier with reasonable information to demonstrate that such Supplier Software was only distributed [*] to End, Users reporting the errors, defects or bugs.7NEDA6I Indirect

Software License. Subject Concurrent hereby grants to the terms and conditions of this AgreementBUYER a nontransferable, Supplier grants Buyer a non-exclusive, worldwidelicense to use the Software included with the Equipment solely in and with the Equipment on which it was first installed. ▇▇▇▇▇ agrees that it shall not, irrevocable nor shall it permit any other person to, compile, de-compile, disassemble, or reverse engineer the Software, or otherwise permit unauthorized use of the Software. Limitation of Liability: EXCEPT FOR PERSONAL INJURY OR TANGIBLE PROPERTY DAMAGE CAUSED BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF CONCURRENT IN THE PERFORMANCE OF ANY SERVICES, IF ANY, HEREUNDER, CONCURRENT’S LIABILITY IN CONTRACT, TORT OR OTHERWISE ARISING OUT OF OR IN CONNECTION WITH THE PERFORMANCE OF ANY PRODUCT, SHALL NOT EXCEED THE PURCHASE PRICE OR LICENSE FEE PAID BY BUYER WITH RESPECT TO SUCH PRODUCT THAT IS THE SUBJECT OF THE CLAIM. Confidentiality: It is anticipated that Concurrent will be required to disclose confidential information, which information includes, without limitation, the Products themselves and related manuals and documentation to BUYER in the course of performing this Agreement, and any and all derivative instruments, agreements or other documents developed, produced or compiled by BUYER from any such information disclosed by Concurrent (except as collectively, the “Information”). The obligations of confidentiality with regard to and limitations on use of Information set forth herein shall survive the termination, interruption or expiration of this Agreement for any reason for a period of five (5) years, except with respect to Information that embodies trade secrets which shall be maintained in this Section 2.6), non-transferable (except confidence for so long as permitted under Section 14.2 of the Base Agreement), [*] license, under all of Buyer's intellectual property rights in the Supplier Software to use, execute, perform, display, sublicense (as set forth in Section 2.8 below) and distribute the Supplier Software with the Product and any Error Corrections solely for use with the Product in connection with Buyer's sale, marketing and licensing (in the case of the Supplier Software) of the Products. The forgoing shall license shall include the right to reproduce (on any media or using any distribution technology whatsoever, whether known or unknown) Error Corrections for distribution to Buyer Resellers and End Users for use with the Products and a reasonable number of copies of Supplier Software for use internally in connection with support of the Product. The rights and licenses under this Section 2.6 may be revoked by Supplier upon a material breach of the Agreement that Buyer fails to cure within [*] of receipt of written notice from Supplier specifying the material breach. Notwithstanding any such revocation, any sublicenses granted to End Users by Buyer prior to the date of any revocation of rights and licenses under this Section 2.6 shall continue in full force and effect. From time to time, Supplier may decide that in lieu of providing Buyer with Error Corrections it will instead provide Buyer with a subsequent version or release of the Supplier Software for which Buyer would normally be charged a royalty (e.g., a subsequent version or release that also provides additional functionality or capability)Information embodies trade secrets. In such casesmaintaining Information, Buyer shall be entitled maintain the Information in confidence and use the Information solely to distribute such subsequent version perform its obligations or release enforce its rights under this Agreement. Buyer shall have no obligation hereunder with respect to any Information that is: (i) generally known to the public at the time of disclosure, or becomes known to the public without breach of this Agreement; (ii) known to the BUYER prior to its disclosure, or is independently developed by the BUYER without reference to or use of any other portion of the Supplier Software Information; (iii) obtained by the BUYER in good faith from a third party not under an obligation of confidentiality or secrecy to End Users in Concurrent; or (iv) the subject of a court or government agency order to resolve errors, defect or bugs in the prior version of the Supplier Software reported by such End Users [*] to Supplierdisclose, provided that the BUYER gives immediate written notice to Concurrent to allow Concurrent ample time to contest such Software is necessary to cause order. BUYER shall have the Product to work in accordance with its Functional Specifications in the absence burden of a Error Correction and Buyer does not charge End-Users for such subsequent version or release proving that any of the Software beyond an amount necessary to recover Buyer's reasonable cost and expenses foregoing exceptions apply by means of distributing such Supplier Software (e.g., costs of media, shipment, etcdocumentary evidence available at the time BUYER claims the exception first became applicable.). Upon request, Buyer will provide Supplier with reasonable information to demonstrate that such Supplier Software was only distributed [*] to End, Users reporting the errors, defects or bugs.

Software License. Subject Seller hereby grants to Buyer, and Buyer hereby accepts, a nonexclusive fully paid-up, irrevocable, world-wide, perpetual license (unless otherwise specified in the Purchase Order) to use any and all software provided to Buyer under this Order for the number of users or copies of the software provided on the Order; and to the terms and conditions of this Agreementextent that the software and/or a derivative work thereof is intended to be installed on, Supplier used with, or embedded in Buyer products or services, Seller hereby grants Buyer a nonnonexclusive and fully paid-exclusiveup, irrevocable, world-wide, perpetual license (unless otherwise specified in the Order) to sublicense such software when installed on, used with, or embedded in Buyer products or services (the “License”). Seller and Buyer expressly agree that any software shrink-wrap and click-through software licensing agreements shall not apply to any software purchased under the Order unless the Buyer expressly agrees in writing to such shrink-wrap or click-through software licensing agreement. For software embedded as firmware in a product, Seller hereby grants to Buyer a nonexclusive, worldwide, irrevocable (except as set forth in this Section 2.6)irrevocable, non-transferable (except as permitted under Section 14.2 of the Base Agreement), [*] perpetual right and license, under all of Buyer's copyrights, patents, patent applications, trade secrets and other necessary intellectual property rights in the Supplier Software to of Seller, to: (i) use, execute, performand display the software, displayin object code form, sublicense (as set forth in Section 2.8 below) and distribute the Supplier Software with the Product and any Error Corrections solely conjunction with, or for use with or support of such product; (ii) distribute or license the Product software, in connection object code form, as part of, in conjunction with, or for use with Buyer's saleproducts sold or leased by Buyer to an end user; and, marketing (iii) authorize, license and licensing (in the case sublicense third parties to do any, some or all of the Supplier Software) foregoing. Buyer may, as part of the ProductsLicense, make additional copies of the software and related documentation to support the licensed software and such documentation. The forgoing Buyer may also make backup and archival copies of the software and documentation. Buyer, its agents, contractors, assignees and employees shall license shall include have the right to reproduce (on any media or using any distribution technology whatsoever, whether known or unknown) Error Corrections for distribution to Buyer Resellers use and End Users for use with operate the Products and a reasonable number of copies of Supplier Software for use internally in connection with support software within the scope of the Product. The rights and licenses under this Section 2.6 may be revoked by Supplier upon a material breach of the Agreement that Buyer fails to cure within [*] of receipt of written notice from Supplier specifying the material breach. Notwithstanding any such revocation, any sublicenses granted to End Users by Buyer prior to the date of any revocation of rights and licenses under this Section 2.6 shall continue in full force and effect. From time to time, Supplier may decide that in lieu of providing Buyer with Error Corrections it will instead provide Buyer with a subsequent version or release of the Supplier Software License for which Buyer would normally be charged a royalty (e.g., a subsequent version or release that also provides additional functionality or capability). In such cases, Buyer shall be entitled to distribute such subsequent version or release of the Supplier Software to End Users in order to resolve errors, defect or bugs in the prior version of the Supplier Software reported by such End Users [*] to Supplier, provided that such Software is necessary to cause the Product to work in accordance with its Functional Specifications in the absence of a Error Correction and Buyer does not charge End-Users for such subsequent version or release of the Software beyond an amount necessary to recover Buyer's reasonable cost and expenses of distributing such Supplier Software (e.g., costs of media, shipment, etc’s business purposes.). Upon request, Buyer will provide Supplier with reasonable information to demonstrate that such Supplier Software was only distributed [*] to End, Users reporting the errors, defects or bugs.