Common use of Continuing Availability Clause in Contracts

Continuing Availability. 13.1 For a period of five (5) years following the Ship Date of a System, Nortel shall make spare parts, or their functional equivalent, available for purchase by Company, so that Company may meet existing obligations relative to the Products included in such System. Nortel shall also make available to Company such information as is reasonably required in order to allow functionally equivalent spare parts to perform with Products previously delivered to Company. The prices charged for the spare parts following the termination of this Agreement shall be Nortel's then current published list price or its then current policy. In the event that Nortel is in material breach of the obligation stated above and has not cured such breach within the time period set forth in Section 12.2, should Nortel fail to provide said parts or to obtain another source of supply, Nortel shall be required to provide to Company (subject to the proper arrangements for confidentiality), at Company's request, the technical information or any other rights required, so that Company is able to obtain replacement parts on its own or through a third party. The technical information includes, without limitation, (a) the most current Documentation, including maintenance manuals, procedures and the like required to perform maintenance, (b) manufacturing drawings and specifications of raw materials and components comprising such parts and/or (c) manufacturing drawings and specifications covering special tooling and the operations thereof. 13.2 Nortel shall only be required to provide such technical information which it has the legal right to supply and which Nortel is then using in its day to day operations to manufacture Products or obtain parts. 13.3 The provision of such technical information to Company shall not preclude Nortel from selling or otherwise transferring any and all such technical information or other rights to any third party. 13.4 In the event Nortel intends to discontinue the availability of, or support Service for, a major module of a Product (notice may not be provided for component and individual circuit pack discontinuance), Nortel shall provide Company with at least six (6) months' prior written notice of such event and the applicable Product shall be considered manufacture discontinued or discontinued, respectively, after such six (6) month period. Nortel shall have no obligation to provide notice of manufacture discontinue if only components of a Product are being replaced and such replacement does not materially affect form, fit or function of the Product.

Continuing Availability. 13.1 16.1 For a the period of five (5) years following the Ship Effective Date of a Systemthis Agreement as specified in the applicable Product Annex and excluding Third Party Hardware and Third Party Software, Nortel shall make spare replacement parts, or their functional equivalent, available for purchase by Company, so that Company may meet existing obligations relative to the Products included in such System. Nortel shall also make available to Company such information as is reasonably required in order to allow functionally equivalent spare parts to perform with Products previously delivered to Company. The prices charged for the spare parts following the termination of this Agreement shall be Nortel's then current published list price or its then current policy. In the event that Nortel is in material breach of the obligation stated above and has not cured such breach within the time period set forth in Section 12.2, should Nortel fail to provide said parts or to obtain another source of supply, Nortel shall be required to provide to Company (subject to the proper arrangements for confidentiality), at Company's request, the technical information or any other rights required, so that Company is able to obtain replacement parts on its own or through a third party. The technical information includes, without limitation, (a) the most current Documentation, including maintenance manuals, procedures and the like required to perform maintenance, (b) manufacturing drawings and specifications of raw materials and components comprising such parts and/or (c) manufacturing drawings and specifications covering special tooling and the operations thereof. 13.2 Nortel shall only be required to provide such technical information which it has the legal right to supply and which Nortel is then using in its day to day operations to manufacture Products or obtain parts. 13.3 The provision of such technical information to Company shall not preclude Nortel from selling or otherwise transferring any and all such technical information or other rights to any third party. 13.4 16.2 In the event Nortel intends to discontinue the availability of, or support Service for, a major module of a Product (notice may not be provided for component and individual circuit pack discontinuance)Product, Nortel shall provide Company with at least six ninety (690) months' days prior written notice of such event and the applicable Product or support Service shall be considered manufacture discontinued or discontinued, respectively, after such six ninety (690) month day period. Nortel shall have no obligation to provide notice of manufacture discontinue if only components and individual circuit packs of a Product are being replaced discontinued or replaced. 16.3 With respect to any major module of a Product as to which Nortel has notified Company of cessation of manufacture or purchase pursuant to Section 16.2 above, Nortel shall, upon Company's written request, deliver to Company such drawings, specifications, and information which are available to Nortel and as may be necessary to manufacture or cause to be manufactured or procured such replacement does not materially affect formmajor module of a Product together with a nonexclusive, fit royalty-free license to make, use or function have made for Company's intended use, any such major module of a Product to the extent Nortel is legally able to grant such a license; provided, however that such license and parts may be used only in conjunction with the use of a System and Software, or any item of Hardware, and shall apply to the production of the Productdiscontinued major module of a Product only (i.e., no license, express or implied, is granted to produce derivative technology). Company shall have the right to duplicate any such drawings, specifications or information, subject to any confidentiality requirements, and shall return the originals furnished by Nortel within sixty (60) days thereafter.