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Exhibit 10.8
TECHNOLOGY LICENSE AGREEMENT
among
AT&T CORP.
▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
and
LUCENT TECHNOLOGIES INC.
Effective as of , 1996
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TECHNOLOGY LICENSE AGREEMENT
Table of Contents
ARTICLE I DEFINITIONS....................................................... 2
1.1 Applied Corporate Technology........................................ 2
1.2 AT&T's Network Technology........................................... 2
1.3 AT&T's Proprietary Feature.......................................... 2
1.4 AT&T's Restricted Technology....................................... 2
1.5 AT&T Services Business.............................................. 2
1.6 AT&T's Technology................................................... 2
1.7 AT&T's Wireless Services Technology................................. 2
1.8 Common Support Function Software.................................... 2
1.9 Copyrights.......................................................... 3
1.10 Corporate Technology................................................ 3
1.11 Enterprise Technology............................................... 3
1.12 Mask Works.......................................................... 3
1.13 NCR's Product Realization Technology................................ 3
1.14 NCR's Restricted Technology......................................... 3
1.15 NCR's Specified Technology.......................................... 3
1.16 NCR's Technology.................................................... 3
1.17 Lucent Business..................................................... 3
1.18 Lucent's Product Realization Technology............................. 4
1.19 Lucent's Restricted Technology...................................... 4
1.20 Lucent's Specified Technology....................................... 4
1.21 Lucent's Technology................................................. 4
1.22 Related Companies of AT&T........................................... 4
1.23 Related Companies of NCR............................................ 4
1.24 Related Companies of Lucent......................................... 4
1.25 Technology.......................................................... 4
ARTICLE II ACCESS AND USE OF ENTERPRISE TECHNOLOGY.......................... 5
2.1 Access to Enterprise Technology.................................... 5
2.2 Export Control..................................................... 5
2.3 AT&T's Rights to Use Enterprise Technology......................... 5
2.4 NCR's Rights to Use Enterprise Technology......................... 6
2.5 Lucent's Rights to Use Enterprise Technology...................... 7
2.6 Procurement........................................................ 8
2.7 Exclusion of AT&T's Wireless Services Technology................... 8
ARTICLE III TERMINATION..................................................... 8
3.1 Voluntary Termination.............................................. 8
3.2 Survival........................................................... 9
3.3 Change of Control of or Certain Acquisitions by NCR................ 9
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ARTICLE IV MISCELLANEOUS PROVISIONS......................................... 9
4.1 Agreement Prevails.................................................. 9
4.2 Nothing Construed................................................... 9
4.3 Disclaimer.......................................................... 9
4.4 No Patent Licenses.................................................. 9
4.5 Confidentiality..................................................... 9
4.6 Nonassignability................................................... 10
4.7 Addresses.......................................................... 10
4.8 Choice of Law...................................................... 10
4.9 Integration........................................................ 10
4.10 Arbitration and Dispute Resolution................................. 11
4.11 Amendments and Changes............................................. 11
Exhibit A List of AT&T's Network Technology................................ 14
Exhibit B List of AT&T's Proprietary Features.............................. 15
Exhibit C List of AT&T's Restricted Technology............................. 48
Exhibit D List of NCR's Product Realization Technology..................... 49
Exhibit E List of NCR's Restricted Technology.............................. 50
Exhibit F List of NCR's Specified Technology............................... 51
Exhibit G List of Lucent's Product Realization Technology.................. 52
Exhibit H List of Lucent's Restricted Technology........................... 53
Exhibit I List of Applied Corporate Technology............................. 54
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TECHNOLOGY LICENSE AGREEMENT
This Agreement is effective as of __________, 1996, among AT&T CORP., a
New York corporation ("AT&T"), having an office at 32 Avenue of the Americas,
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, a Maryland corporation ("NCR"),
having an office at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, and LUCENT
TECHNOLOGIES INC., a Delaware corporation ("Lucent"), having an office at ▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ (each hereinafter referred to as
a "Party"). Capitalized terms used herein and not otherwise defined shall have
the respective meanings assigned to them in Article I hereof or as assigned to
them in the Separation and Distribution Agreement (as defined below).
WHEREAS, the Board of Directors of AT&T has determined that it is in the
best interests of AT&T and its shareholders to separate AT&T's existing
businesses into three independent businesses; and
WHEREAS, as part of the foregoing AT&T, NCR and Lucent have entered into
a Separation and Distribution Agreement, dated as of February 1, 1996 (the
"Separation and Distribution Agreement"), which provides, among other things,
for the Separation of the Lucent Assets and Lucent Liabilities, the IPO, the
Distribution and the execution and delivery of certain other agreements in order
to facilitate and provide for the foregoing; and
WHEREAS, AT&T desires to receive and NCR and Lucent, respectively, are
each willing to grant to AT&T certain rights to use technology which is owned by
NCR and Lucent, respectively, on or after the date hereof; and
WHEREAS, NCR desires to receive and AT&T and Lucent, respectively, are
each willing to grant to NCR certain rights to use technology retained and owned
by AT&T and technology owned by Lucent on or after the date hereof; and
WHEREAS, Lucent desires to receive and AT&T and NCR, respectively, are
each willing to grant to Lucent certain rights to use technology retained and
owned by AT&T and technology owned by NCR on or after the date hereof.
NOW, THEREFORE, in consideration of the mutual promises of the Parties,
and of good and valuable consideration, it is agreed by and between the Parties
as follows:
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ARTICLE I
DEFINITIONS
For the purpose of this Agreement the following terms in capital letters are
defined in this Article I and shall have the meaning specified herein:
1.1 APPLIED CORPORATE TECHNOLOGY means the Technology listed in
Exhibit "I". By separate Technology Assignment and Joint Ownership Agreement of
even date herewith, AT&T has assigned to Lucent and NCR equal undivided
one-third (1/3) interest in the Technology listed in Exhibit "I".
1.2 AT&T'S NETWORK TECHNOLOGY means Technology related to the
infrastructure of the AT&T Global Network as listed in Exhibit "A".
1.3 AT&T'S PROPRIETARY FEATURE means any AT&T network feature
currently committed and/or deployed as listed in Exhibit "B" which Lucent
exclusively provides to AT&T pursuant to a separate existing development or
procurement agreement between AT&T and Lucent.
1.4 AT&T'S RESTRICTED TECHNOLOGY means only those items of AT&T's
Technology listed in the attached Exhibit "C".
1.5 AT&T SERVICES BUSINESS shall have the meaning set forth in the
Separation and Distribution Agreement.
1.6 AT&T'S TECHNOLOGY means any and all portions of Enterprise
Technology existing as of the Closing Date, which were developed by or for, or
purchased by the AT&T Services Business. The term includes AT&T's Restricted
Technology, AT&T's Network Technology and AT&T's Wireless Services Technology
but shall not include Applied Corporate Technology, NCR's Technology, Lucent's
Technology, Common Support Function Software or Corporate Technology.
1.7 AT&T'S WIRELESS SERVICES TECHNOLOGY means all Technology
developed solely by or for the AT&T Wireless Services business, or by AT&T or a
third party for the AT&T Wireless Services business, without any substantial
involvement by Lucent or NCR and related to the business of AT&T Wireless
Services Inc., an AT&T Subsidiary, including both cellular and PCS technology,
both mobile and fixed.
1.8 COMMON SUPPORT FUNCTION SOFTWARE means those computer programs
in source and object code forms, including their respective associated
documentation, listed on Schedule "A" of the Technology Assignment and Joint
Ownership Agreement of even date herewith.
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1.9 COPYRIGHTS mean any original works of authorship fixed in any
tangible medium of expression as set forth in 17 U.S.C. Section 101 et. seq.
1.10 CORPORATE TECHNOLOGY means any and all portions of Enterprise
Technology other than Applied Corporate Technology, AT&T's Technology, NCR's
Technology, Lucent's Technology, and Common Support Function Software. The term
includes, but is not limited to, basic research. By separate Technology
Assignment and Joint Ownership Agreement of even date herewith, AT&T has
assigned to Lucent an equal undivided one-half (1/2) interest in Corporate
Technology.
1.11 ENTERPRISE TECHNOLOGY means any and all Technology existing
as of the Closing Date which is owned by, and was developed by or for, or
purchased by AT&T and its Subsidiaries, including any of its business units and
divisions. The term includes any and all Technology owned or controlled by any
of AT&T's Subsidiaries under which AT&T has the right to grant any of the
right-to-use licenses of the type and on the terms herein granted.
1.12 MASK WORKS means any mask work, registered or unregistered,
as defined in 17 U.S.C. Section 901.
1.13 NCR'S PRODUCT REALIZATION TECHNOLOGY means any and all
portions of NCR's Technology specifically related to the planning, design,
development and manufacture of NCR's products as listed in Exhibit "D".
1.14 NCR'S RESTRICTED TECHNOLOGY means only those items of NCR's
Technology listed in the attached Exhibit "E".
1.15 NCR'S SPECIFIED TECHNOLOGY means only those items of NCR's
Product Realization Technology newly developed by NCR for AT&T as listed in
Exhibit "F".
1.16 NCR'S TECHNOLOGY means any and all portions of Enterprise
Technology existing as of the Closing Date which is owned by NCR or any of its
Subsidiaries, or was developed by or for, or purchased by NCR or any of its
Subsidiaries, or any portion of Enterprise Technology assigned by AT&T to NCR
under a separate Technology Assignment. The term includes NCR's Restricted
Technology, NCR's Product Realization Technology and NCR's Specified Technology
but shall not include Applied Corporate Technology, AT&T's Technology, Lucent's
Technology, Corporate Technology or Common Support Function Software.
1.17 LUCENT BUSINESS shall have the meaning set forth in the
Separation and Distribution Agreement.
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1.18 LUCENT'S PRODUCT REALIZATION TECHNOLOGY means any and all
portions of Lucent's Technology specifically related to the planning, design,
development and manufacture of Lucent's products as listed in Exhibit "G".
1.19 LUCENT'S RESTRICTED TECHNOLOGY means only those items of
Lucent's Technology listed in the attached Exhibit "H".
1.20 LUCENT'S SPECIFIED TECHNOLOGY means only those items of
Lucent's Product Realization Technology which are specifically directed to any
AT&T's Proprietary Feature.
1.21 LUCENT'S TECHNOLOGY means any and all portions of Enterprise
Technology existing as of the Closing Date which were developed by or for, or
purchased by the Lucent Business. The term includes Lucent's Restricted
Technology, Lucent's Product Realization Technology and Lucent's Specified
Technology but shall not include Applied Corporate Technology, AT&T's
Technology, NCR's Technology, Common Support Function Software or Corporate
Technology.
1.22 RELATED COMPANIES OF AT&T means Subsidiaries of AT&T, only
for so long as they remain Subsidiaries, and any other company so designated and
agreed to in a writing signed by AT&T and by NCR or Lucent, as applicable.
Solely for purposes of this definition, Lucent, its Subsidiaries, NCR and its
Subsidiaries shall be deemed not to be Related Companies of AT&T.
1.23 RELATED COMPANIES OF NCR means NCR's Subsidiaries as of the
Distribution Date, only for so long as they remain NCR's Subsidiaries, and any
other company so designated and agreed to in a writing signed by NCR and by AT&T
or Lucent, as applicable.
1.24 RELATED COMPANIES OF LUCENT means Subsidiaries of Lucent,
only for so long as they remain Subsidiaries, and any other company so
designated and agreed to in a writing signed by Lucent and by NCR or AT&T, as
applicable.
1.25 TECHNOLOGY means any and all technical information, computer
or other apparatus programs, specifications, drawings, records, documentation,
works of authorship or other creative works, ideas, knowledge or data. The term
Technology includes Copyrights, Mask Works and any other intellectual property
right, but does not include any trademark, trade name, trade dress or service
▇▇▇▇, or any patent applications on inventions, discoveries or improvements, or
any patents that may be granted or have been granted thereon.
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ARTICLE II
ACCESS AND USE OF ENTERPRISE TECHNOLOGY
2.1 ACCESS TO ENTERPRISE TECHNOLOGY. During a period beginning on
the effective date hereof and ending on the Distribution Date, each Party shall
have the right to access and to copy any and all portions of the Enterprise
Technology in possession of any of the other two Parties. Such access and
copying shall be in accordance with a reasonable request and schedule to be
mutually agreed upon between the Party in possession of the Technology which is
requested and the requesting Party. All costs associated with the assembling,
copying and delivering of such Technology shall be borne by the requesting
Party. No later than March 1, 1996 AT&T and Lucent shall jointly establish a
mutually acceptable process for providing copies of AT&T's Network Technology in
Lucent's possession.
2.2 EXPORT CONTROL. Each Party agrees fully to comply with all
applicable Export Control laws, rules and regulations with respect to any and
all portions of Enterprise Technology owned by the other Party or Parties.
2.3 AT&T'S RIGHTS TO USE ENTERPRISE TECHNOLOGY. (a) Subject to the
restrictions specified in this Section 2.3, AT&T and its Related Companies shall
each have a personal, worldwide, nonexclusive, royalty-free, and
non-transferable right to use the Enterprise Technology for the businesses in
which AT&T or any of its Related Companies are now or hereafter engaged.
(b) Until January 1, 2002, neither AT&T nor any of its Related
Companies shall use without NCR's prior written consent any of NCR's Restricted
Technology for making or having others make for it any product of the kind made,
sold or developed by NCR or any of its Related Companies as of the Closing Date.
(c) Until January 1, 2002, neither AT&T nor any of its Related
Companies shall use without Lucent's written consent any of Lucent's Restricted
Technology for making or having others make for it any telecommunications
equipment of the kind made, sold or developed by Lucent or any of its Related
Companies as of the Closing Date.
(d) AT&T's right to use includes the right of AT&T and its Related
Companies to copy, modify and improve any portion of Enterprise Technology. No
right is granted hereunder to AT&T or its Related Companies to sublicense any of
NCR's Technology or Lucent's Technology to any third party.
(e) Notwithstanding any other provision, neither AT&T nor any of
its Related Companies shall have the right to access, copy or use, in whole or
in part, for any
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purpose, any of NCR's Product Realization Technology or Lucent's Product
Realization Technology without the prior written consent of NCR or Lucent,
respectively.
2.4 NCR'S RIGHTS TO USE ENTERPRISE TECHNOLOGY. (a) Subject to the
restrictions specified in this Section 2.4 and in Section 2.7, NCR and its
Related Companies shall each have a personal, worldwide, nonexclusive,
royalty-free and non-transferable right to use the Enterprise Technology for the
businesses in which NCR or any of its Related Companies are now or hereafter
engaged.
(b) Until January 1, 2002, neither NCR nor any of its Related
Companies shall use without AT&T's prior written consent any of AT&T's
Restricted Technology to provide or to enable the provision by anyone of
services of the kind sold, offered or developed by AT&T or any of its Related
Companies as of the Closing Date.
(c) Until January 1, 2002, neither NCR nor any of its Related
Companies shall use without Lucent's written consent any of Lucent's Restricted
Technology for making or having others make for it any telecommunications
equipment of the kind made, sold or developed by Lucent or any of its Related
Companies as of the Closing Date.
(d) NCR's right to use includes the right of NCR and its Related
Companies to copy, modify and improve any portion of Enterprise Technology. No
right is granted hereunder to NCR or its Related Companies to sublicense any of
AT&T's Technology or Lucent's Technology or Common Support Function Software or
Corporate Technology to any third party.
(e) Until January 1, 2002, neither NCR nor any of its Related
Companies (i) shall use, in whole or in part, any NCR's Specified Technology in
connection with the development of substantially the same feature as any AT&T's
Proprietary Feature for customers other than AT&T, or (ii) shall provide copies
of or disclose any portion of NCR's Specified Technology to any such other
customers. Notwithstanding the above, the use prohibition associated with NCR's
Specified Technology will extend for a period of nine (9) years from first
deployment for that NCR's Specified Technology associated with any AT&T's
Proprietary Features which is committed but not yet deployed on the effective
date hereof.
(f) Notwithstanding any other provision, neither NCR nor any of
its Related Companies shall have the right to access, copy or use, in whole or
in part, for any purpose, any of AT&T's Network Technology or AT&T's Wireless
Services Technology, or any of Lucent's Product Realization Technology or
Lucent's Specified Technology, without the prior written consent of AT&T or
Lucent, respectively, and only to support work for or on behalf of AT&T or
Lucent, respectively.
2.5 LUCENT'S RIGHTS TO USE ENTERPRISE TECHNOLOGY. (a) Subject to
the restrictions specified in this Section 2.5 and in Section 2.7, Lucent and
its Related
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Companies shall each have a personal, worldwide, nonexclusive, royalty-free and
non-transferable right to use the Enterprise Technology for the businesses in
which Lucent or any of its Related Companies are now or hereafter engaged.
(b) Until January 1, 2002, neither Lucent nor any of its Related
Companies shall use without AT&T's prior written consent any of AT&T's
Restricted Technology to provide or to enable the provision by anyone of
services of the kind sold, offered or developed by AT&T or any of its Related
Companies as of the Closing Date.
(c) Until January 1, 2002, neither Lucent nor any of its Related
Companies shall use without NCR's prior written consent any of NCR's Restricted
Technology for making or having others make for it products of the kind made,
sold or developed by NCR or any of its Related Companies as of the Closing Date.
(d) Lucent's right to use includes the right of Lucent and its
Related Companies to copy, modify and improve any portion of Enterprise
Technology. No right is granted hereunder to Lucent or its Related Companies to
sublicense any of AT&T's Technology or NCR's Technology to any third party.
(e) Notwithstanding any other provision, neither Lucent nor any of
its Related Companies shall have the right to access, copy or use, in whole or
in part, for any purpose, any of AT&T's Network Technology or AT&T's Wireless
Services Technology or NCR's Product Realization Technology, without the prior
written consent of AT&T or NCR, respectively, and only to support work for or on
behalf of AT&T or NCR, respectively.
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2.6 PROCUREMENT. (a) As an attribute to each Party's rights to use
Enterprise Technology and subject to the restrictions specified in Sections 2.3,
2.4 and 2.5, each Party may disclose to any of its suppliers or prospective
suppliers only those portions of Enterprise Technology that are necessary for
the procurement by such Party of components, subsystems, subassemblies, products
and/or services of the businesses of such Party.
(b) Each Party agrees that it will not make any portion of
Enterprise Technology available to any such supplier or prospective supplier
except under procurement terms and conditions (including confidentiality, use
and disclosure restrictions) normally used by such Party to protect its own
proprietary information of a similar nature.
(c) The procurement rights granted hereunder to each one of the
Parties under this Section 2.6 shall not be exercised by one Party in a manner
such that the exercise of such one Party's procurement rights is a sham to
effect the licensing of another Party's Technology or any portion thereof, or of
the Enterprise Technology or any thereof, to a third party and not for bona fide
business purposes of such one Party.
(d) Each Party agrees that prior to the disclosure of any portion
of Enterprise Technology under this Section 2.6, all proprietary information of
the other two Parties shall be expunged. No later than March 1, 1996, the
Parties will agree on acceptable procedures to achieve such expungement.
2.7 EXCLUSION OF AT&T'S WIRELESS SERVICES TECHNOLOGY. The licenses
and rights to use Enterprise Technology granted hereunder to NCR or Lucent do
not include any license or right under any AT&T's Wireless Services Technology
existing as of the Closing Date. With respect to any such AT&T's Wireless
Services Technology in commercial use as of the Closing Date by AT&T Wireless
Services, Inc., the foregoing exclusion shall not limit NCR's or Lucent's
ability to continue providing products and services of the kind they each
provide as of the date of this Agreement.
ARTICLE III
TERMINATION
3.1 VOLUNTARY TERMINATION. By written notice to another Party,
each Party may voluntarily terminate all or a specified portion of the rights
granted to it hereunder. Such notice shall specify the effective date of such
termination and shall clearly specify the portion of the other Party's
Technology for which rights to use are being terminated.
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3.2 SURVIVAL. Any voluntary termination of rights of a Party under
Section 3.1 shall not affect such Party's rights with respect to any use prior
to such termination, and shall not affect the rights of the other two Parties
hereunder.
3.3 CHANGE OF CONTROL OF OR CERTAIN ACQUISITIONS BY NCR. In the
event of a Change of Control of NCR or in the event that NCR acquires any Person
that (i) competes with AT&T in the provision of telecommunications services, or
(ii) competes with Lucent in the provision of telecommunications systems and
equipment, or (iii) has a market value greater than fifty percent (50%) of NCR's
market value at the time of such acquisition, then all rights granted to NCR
hereunder shall extend only to a specific annual volume of products which are of
a kind comparable to those offered by NCR prior to such Change of Control or
acquisition. Such specific volume of products shall not exceed the volume of
corresponding products of NCR prior to such Change of Control or acquisition.
ARTICLE IV
MISCELLANEOUS PROVISIONS
4.1 AGREEMENT PREVAILS. This Agreement shall prevail in the event
of any conflicting terms or legends which may appear on any portion of the
Enterprise Technology.
4.2 NOTHING CONSTRUED. Neither the execution of this Agreement nor
anything in it or in the Enterprise Technology shall be construed as an
obligation upon any Party or its Related Companies to furnish to any other Party
or its Related Companies, any assistance of any kind whatsoever, or any
information other than the portion of Enterprise Technology requested pursuant
to Section 2.1, or to revise, supplement or elaborate upon the Enterprise
Technology.
4.3 DISCLAIMER. NO PARTY OR ANY OF ITS RELATED COMPANIES MAKES ANY
REPRESENTATIONS, EXTENDS ANY WARRANTIES OF ANY KIND, ASSUMES ANY RESPONSIBILITY
OR OBLIGATIONS WHATEVER, OR CONFERS ANY RIGHT BY IMPLICATION, ESTOPPEL OR
OTHERWISE, OTHER THAN THE RIGHTS AND WARRANTIES HEREIN EXPRESSLY GRANTED.
4.4 NO PATENT LICENSES. Nothing contained in this Agreement shall
be construed as conferring to any Party by implication, estoppel or otherwise
any license or right under any patent, whether or not the exercise of any right
herein granted necessarily employs an invention of any existing or later issued
patent.
4.5 CONFIDENTIALITY. The confidentiality obligations of each Party
under Article VIII of the Separation and Distribution Agreement shall apply to
such Party's handling and treatment of those portions of Enterprise Technology
in such Party's possession which are owned by any of the other Parties.
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4.6 NONASSIGNABILITY. The Parties hereto have entered into this
Agreement in contemplation of personal performance, each by the other, and
intend that the rights granted hereunder to a Party not be extended to entities
other than such party's Related Companies (and only for so long as they remain
Related Companies) without the other Party's or Parties', as applicable, express
written consent. Neither this Agreement nor any rights hereunder shall be
assignable or transferable by any Party to any other Person, except as expressly
permitted hereunder, without the express written consent of the other Parties,
provided that such consent shall not be unreasonably withheld in the event of a
proposed assignment or transfer of those licenses and rights relevant to any
portion of any Party's business that is or is to be spun off or otherwise
distributed to such Party's shareholders.
4.7 ADDRESSES. The Parties agree that any notice or other
communication hereunder shall be given as set forth in Section 12.5 of the
Separation and Distribution Agreement.
4.8 CHOICE OF LAW. Except as otherwise provided in Section 9.9 of
the Separation and Distribution Agreement, this Agreement shall be governed by
and construed and interpreted in accordance with the laws of the State of New
York, irrespective of the choice of laws principles of the State of New York, as
to all matters, including matters of validity, construction, effect, performance
and remedies.
4.9 INTEGRATION. (a) Except as expressly provided hereunder, this
Agreement does not amend, cancel, terminate or replace any preexisting
agreements or arrangements between all three Parties, or any two Parties, or any
of their respective units, divisions or organizations of their respective
businesses before the AT&T's restructuring. Except as otherwise provided in the
Separation and Distribution Agreement, all terms and conditions under such
preexisting agreements or arrangements shall continue to apply as between the
Parties thereto in accordance with their respective terms and conditions.
(b) Except as otherwise provided in the Supplemental General
Purchase Agreement between AT&T and Lucent dated as of February 1, 1996 (which
supplemental agreement specifically relates to development and support for the
4ESS switch, Next Network Switch, and related products and development), this
Agreement sets forth the entire agreement and understanding between the Parties
as to the subject matter hereof and merges all prior discussions between them
other than preexisting agreements or arrangements as specified in Section
4.9(a). A Party shall not be bound by any warranties, understandings or
representations with respect to such subject matter other than as expressly
provided herein or in a writing signed with or subsequent to execution hereof by
an authorized representative of the Party to be bound thereby.
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4.10 ARBITRATION AND DISPUTE RESOLUTION. The Parties agree that
the procedures for discussion, negotiation and arbitration set forth in Article
IX of the Separation and Distribution Agreement, which Article IX is
incorporated herein by reference, shall apply to all disputes, controversies or
claims that may arise under or in connection with this Agreement.
4.11 AMENDMENTS AND CHANGES. Subsequent to the execution of this
Agreement by all Parties, and solely to the extent that a change is desired by
and restricted to any two Parties without affecting the rights of the third
Party hereto, such two Parties may separately amend any provision of this
Agreement which governs the rights exchanged between them without notifying,
advising, consulting or requesting the concurrence of the third Party hereto.
Except as specifically provided herein, any other modification affecting all
three Parties shall require the written agreement and signature of all the
Parties.
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IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be executed
in triplicate originals by its duly authorized representatives on the respective
dates entered below.
AT&T CORP.
By:
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Title:
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Date:
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By:
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Title:
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Date:
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LUCENT TECHNOLOGIES INC.
By:
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Title:
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Date:
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THIS AGREEMENT DOES NOT BIND OR OBLIGATE ANY PARTY
IN ANY MANNER UNLESS DULY EXECUTED BY AUTHORIZED
REPRESENTATIVES OF ALL PARTIES.
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