Common use of Scope of Addendum Clause in Contracts

Scope of Addendum. Notwithstanding anything to the contrary contained within the General Agreement, this Addendum shall govern any purchase order placed by Customer during the Term for Seller's 5ESS-2000 Switching Systems, Transmission Systems, Power Systems, Communications Software Product, and Network Product Group Products and related Licensed Materials and Services. This Addendum is issued pursuant to and incorporates the non-conflicting terms and conditions of the General Agreement. In the event of any conflict or inconsistency between the terms of this Addendum and the terms of the General Agreement, the terms of this Addendum shall prevail. The terms and conditions of this Addendum shall apply to all transactions in which Seller furnishes Products, Licensed Materials or Services provided by its Global Service Provider Group to Customer, or to any Affiliate or authorized Associated Entity (as hereinafter defined) of Customer, it being the intent and understanding between the parties that said Affiliates or authorized Associated Entity shall be authorized to procure Products, Licensed Materials and Services from Seller under and pursuant to the terms and conditions of the Addendum, provided, however that the Affiliates or authorized ***CONFIDENTIAL TREATMENT REQUESTED*** Lucent Technologies Proprietary LNM980824RMPT Associated Entity shall each additionally be subject to meeting Seller's credit requirements prior to the placement of any orders. In addition, said Affiliates or authorized Associated Entities shall not include competitors of Seller engaged in the business of manufacturing systems comparable to those offered to Customer hereunder. By virtue of placing orders with Seller or using any Products, Licensed Materials or Services provided hereunder, Customer, or any of the Affiliates or authorized Associated Entities agrees to be bound to the obligations and limitations set forth in this General Agreement respecting such Products, Licensed Materials or Services. All Products, Licensed Materials, or Services furnished by Seller to Customer pursuant to this General Agreement shall be for Customer, Customer's Affiliates, or authorized Associated Entity's own internal use only and not for resale, unless Customer (1) resells or transfers internally to its Affiliated Companies or authorized Associated Entity for their own use, or (2) unless authorized representatives of both parties expressly agree in writing that the terms and conditions of the General Agreement, modified where applicable, shall apply to resale transactions.

Appears in 2 contracts

Sources: General Agreement (Paetec Corp), General Agreement (Paetec Corp)