Common use of Systems Software Clause in Contracts

Systems Software. (i) FDT may substitute some or all of the Systems Software with other Software, provided that: (a) FDT provides CSG with reasonable notice of such substitution, and CSG consents to such substitution, which consent shall not be unreasonably withheld or delayed; (b) such Software is substantially similar in functionality with the Systems Software that it is replacing; and (c) FDT obtains CSG rights to use such Software in accordance with Section 5.3, if applicable. Notwithstanding the foregoing, FDT shall not be required to obtain CSG’s consent for substitutions made in accordance with Section 2.4. (ii) If FDT substitutes some or all of the Systems Software with other Software, FDT shall reimburse CSG for each applicable component of the Systems Software the reasonable out-of-pocket costs CSG incurs in modifying any CSG Proprietary Software and CSG-Vendor Software as a result of such substitution, together with associated training costs relating to the substituted Systems Software that exceed **** ******** dollars ($***), it being understood that in no event shall FDT be responsible for costs incurred by CSG that: (a) exceed personnel costs greater than ******* dollars ($***) per hour; or (b) are incurred as a result of FDT complying with its obligations set forth in Section 2.4. CSG shall provide FDT with a detailed itemization of its costs within twenty (20) days after completion of FDT’s substitution of the applicable Systems Software.

Systems Software. (i) FDT may substitute some or all of the Systems Software with other Software, provided that: (a) FDT provides CSG with reasonable notice of such CONFIDENTIAL - DO NOT DISCLOSE "Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission." substitution, and CSG consents to such substitution, which consent shall not be unreasonably withheld or delayed; (b) such Software is substantially similar in functionality with the Systems Software that it is replacing; and (c) FDT obtains CSG rights to use such Software in accordance with Section 5.3, if applicable. Notwithstanding the foregoing, FDT shall not be required to obtain CSG’s 's consent for substitutions made in accordance with Section 2.4. (ii) If FDT substitutes some or all of the Systems Software with other Software, FDT shall reimburse CSG for each applicable component of the Systems Software the reasonable out-of-pocket costs CSG incurs in modifying any CSG Proprietary Software and CSG-Vendor Software as a result of such substitution, together with associated training costs relating to the substituted Systems Software that exceed **** ******** dollars ($***), it being understood that in no event shall FDT be responsible for costs incurred by CSG that: (a) exceed personnel costs greater than ******* dollars ($***) per hour; or (b) are incurred as a result of FDT complying with its obligations set forth in Section 2.4. CSG shall provide FDT with a detailed itemization of its costs within twenty (20) days after completion of FDT’s 's substitution of the applicable Systems Software.