Common use of Software License Rights Clause in Contracts

Software License Rights. 30.1 Where Software is supplied under an Order, whether incorporated in any Hardware or otherwise, then without prejudice to any other licences or rights granted to NORTEL NETWORKS under the Order, AIRVANA hereby grants to NORTEL NETWORKS a non-exclusive, irrevocable, royalty free (except as set forth in Clauses 30.5 through 30.9 below) licence to use, distribute, copy, have copied, integrate, license, sublicense, install, repair, maintain and/or dispose of the Software anywhere in the world. Such licence shall include the right for NORTEL NETWORKS to: (a) use the Software for the purpose of development, testing, training, operating networks, maintaining and supporting Customer's networks (including without limitation network management undertaken by NORTEL NETWORKS), evaluation of the Products ordered by NORTEL NETWORKS, and making copies for back-up purposes; (b) sublicense the Software, directly to Customers or indirectly to Customers through Customers which are distributors, for use, or, in the case of distributors, sublicensing to Customers for use with Products which NORTEL NETWORKS has purchased from AIRVANA for the life of the Products. Any sublicensing of Software by NORTEL NETWORKS will be pursuant to terms and conditions consistent with terms and conditions which normally govern the licensing of NORTEL NETWORKS' software used for the operation of NORTEL NETWORKS products. (c) modify or have modified the Software under conditions of confidentiality with the written consent of AIRVANA, which shall not be unreasonably withheld, to allow integration with NORTEL NETWORKS or Customer support systems; (d) enhance or have enhanced the Software to meet NORTEL NETWORKS' reasonable requirements for new facilities and features where AIRVANA shall have failed or shall have ceased to support the Software as provided for in this Agreement; (e) supply the Software or copies of thereof to third parties under conditions of confidentiality for the purpose of modification or enhancement of the Software as provided above. (f) supply Software interface information to third parties for the purpose of the design of support systems under conditions of confidentiality. Such rights shall be exclusive to NORTEL NETWORKS with respect to Software identified as exclusive in Appendix A, and such rights shall be non-exclusive with respect to Software that is not identified as exclusive in Appendix A. 30.2 AIRVANA represents and warrants that it has full right and title to grant to NORTEL NETWORKS the Software licence rights included under this Section 30. AIRVANA further represents and warrants that the Software and the exercise of the rights granted in this Agreement do not infringe any third-party patent, copyright, trademark, trade secret or other intellectual property right. 30.3 All the provisions of this Section 30 (Clauses 30.1 through 30.9) shall survive the expiry or termination of any Order and/or of the Agreement. 30.4 With respect to Software used by NORTEL NETWORKS internally during the Term with the Products, AIRVANA shall provide NORTEL NETWORKS during the Warranty Period and thereafter at no charge the same support as is given for the Software sublicensed by NORTEL NETWORKS to its Customers during the Warranty Period for such Software. 30.5 With respect to Software licensed to NORTEL NETWORKS separately which is not embedded in the Products upon delivery and for which a separate royalty payment is set forth in Appendix A, NORTEL NETWORKS shall keep a complete and accurate account of the unit sales with respect to the Software items listed in Appendix A in sufficient detail to determine the amounts due to AIRVANA hereunder. NORTEL NETWORKS shall keep such information for [**] years after making a payment. AIRVANA shall have the right, once [**] and during business hours upon reasonable notice, to send an independent auditor to inspect and review the books and reports of NORTEL NETWORKS that are necessary for the calculation of these payments. The independent auditors performing such inspection or audit shall be bound to NORTEL NETWORKS to retain NORTEL NETWORKS' information as confidential, even from AIRVANA, and shall only be allowed to disclose whether NORTEL NETWORKS' calculations were accurate and, if not, the amount of discrepancy, which shall be adjusted between the parties within [**] days from the independent auditor's report. NORTEL NETWORKS shall also pay interest on any underpaid amount at the rate established below from the date such amount was originally due until the date such amount is paid to