Common use of Software Warranty Clause in Contracts

Software Warranty. Vendor warrants that, with respect to each System for the Warranty Period, all Software will be free of Defects and Deficiencies and shall conform to the applicable portions of the Specifications (the "Software Warranty"). The Vendor's obligations with respect to the Software Warranty shall be to attempt first to repair or replace at no additional cost, any defective Software. If, after using its best efforts to repair or replace such Software and after consultation with and with the consent of Owner, which consent shall not be unreasonably withheld, Vendor determines that it is unable to repair, replace or otherwise correct such defect, Vendor shall provide a credit or refund based on the original purchase price, and installation charges if installed by Vendor. If, as a result of the Defect and Deficiency, the Software fails to operate in accordance with the Specifications which causes the System to fail to materially operate in accordance with its Specifications, a refund shall be paid to Owner on account of the purchase price for the total System, less a pro rata discount calculated with regard to the period of time during the Warranty Period that Owner operated the System in In Revenue Service. For purposes of calculating such pro rata discount, the period of time the Owner would have been able to operate the System in In Revenue Service shall be: (i) ten (10) years from Substantial Completion for the AXE switch; and (ii) seven (7) years from Substantial Completion for all other Products. In the event that Vendor pays a refund hereunder, Owner shall return such Products to Vendor. The warranty period for all Software so corrected or replaced under the Software Warranty shall be the longer of: (i) one (1) year from the date of delivery of the repaired or replacement Software; or (ii) or the unexpired term of the Warranty Period. Vendor shall be solely responsible for all costs and expenses incurred by Owner or Vendor in connection with the de-installation, removal and transportation of defective Software under the Software Warranty and for the transportation and installation of repaired, corrected or replacement Software, including without limitation any additional or upgraded Equipment or processing capability necessary to run or operate such repaired, corrected or replacement Software. The Warranty Period with respect to Software Maintenance Releases, Software Upgrades, Software Enhancements and Software Combined Releases shall be two (2) years from the successful installation [To be negotiated.] of such Software Maintenance Releases, Software Upgrades, Software Combined Releases and Software Enhancements. 18.4 [intentionally deleted] 18.5 Year 2000 Warranty. [YEAR 2000 WARRANTY LANGUAGE MAY NOT BE RELEVANT AT TIME OF DELIVERY AND DEPLOYMENT UNDER THIS CONTRACT.]

Software Warranty. Vendor warrants thata. TIP warrants, with respect to each System for the Warranty Period, all Software will be free of Defects and Deficiencies and shall conform to the applicable portions of the Specifications (the "Software Warranty"). The Vendor's obligations with respect to the Software Warranty shall be to attempt first to repair or replace at no additional cost, any defective Software. If, after using its best efforts to repair or replace such Software and after consultation with and with the consent of Owner, which consent shall not be unreasonably withheld, Vendor determines that it is unable to repair, replace or otherwise correct such defect, Vendor shall provide a credit or refund based on the original purchase price, and installation charges if installed by Vendor. If, as a result of the Defect and Deficiency, the Software fails to operate in accordance with the Specifications which causes the System to fail to materially operate in accordance with its Specifications, a refund shall be paid to Owner on account of the purchase price for the total System, less a pro rata discount calculated with regard to the period of time during the Warranty Period that Owner operated the System in In Revenue Service. For purposes of calculating such pro rata discount, the period of time the Owner would have been able to operate the System in In Revenue Service shall be: (i) ten (10) years from Substantial Completion for the AXE switch; and (ii) seven (7) years from Substantial Completion for all other Products. In the event that Vendor pays a refund hereunder, Owner shall return such Products to Vendor. The warranty period for all Software so corrected or replaced under the Software Warranty shall be the longer of: (i) one (1) year from Software delivery to Licensee, that the date Software will perform substantially in accordance with the Documentation when operated per TIP’s described environment. b. Licensee’s sole and exclusive remedy, and TIP’s sole and exclusive obligation, in case of delivery any breach of the repaired foregoing warranty, are to repair or replacement Softwarereplace the Software as required to cause it to perform as warranted. Should TIP determine that any failure of the Software to perform as warranted is caused in whole or in part by: (i) any modification to or unauthorized use of the Software by Licensee; or (ii) use of the Software by Licensee in an environment other than as recommended by TIP; or (iii) any failure or defect in any equipment, system, network, service or utility not under TIP’s control; or (iv) user error or omission, then TIP shall have no obligation to remedy such failure and may, at its discretion, charge Licensee, and Licensee shall pay TIP, at TIP’s then-current rates for any diagnostic or remediation services related thereto. c. TIP warrants that it owns all rights in and to the Software Products or otherwise has the authority to enter into this License Agreement, but does not purport to have any rights to or in the development language in which the application Software is written, or the unexpired term operating system and databases on which it runs. TIP shall defend any action against Licensee for infringement of copyright of the Warranty PeriodSoftware Products of TIP, but not for any actions brought against Licensee as a result of Licensee’s modification or unauthorized use of the Software. d. THE FOREGOING WARRANTY IS THE SOLE AND EXCLUSIVE WARRANTY OF TIP RELATIVE TO SOFTWARE, AND IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR OR INTENDED PURPOSE. Vendor shall be solely responsible for all costs and expenses incurred by Owner or Vendor in connection with the de-installationTIP DISCLAIMS ANY WARRANTY THAT SOFTWARE WILL MEET ANY PARTICULAR REQUIREMENT OR BUSINESS NEED OF THE LICENSEE, removal and transportation of defective Software under the Software Warranty and for the transportation and installation of repaired, corrected or replacement Software, including without limitation any additional or upgraded Equipment or processing capability necessary to run or operate such repaired, corrected or replacement Software. The Warranty Period with respect to Software Maintenance Releases, Software Upgrades, Software Enhancements and Software Combined Releases shall be two (2) years from the successful installation [To be negotiatedEVEN IF TIP HAS BEEN ADVISED OF SUCH REQUIREMENT OR NEED.] of such Software Maintenance Releases, Software Upgrades, Software Combined Releases and Software Enhancements. 18.4 [intentionally deleted] 18.5 Year 2000 Warranty. [YEAR 2000 WARRANTY LANGUAGE MAY NOT BE RELEVANT AT TIME OF DELIVERY AND DEPLOYMENT UNDER THIS CONTRACT.]

Software Warranty. Vendor warrants that, with respect to each System As long as Licensee uses the Software as intended by this Agreement and ensures that the hardware or systems on which it runs the Software does meet the Company’s minimum specifications in order for the Warranty PeriodSoftware to adequately perform, all then Company represents to Licensee that: (1) the Software will be free shall operate without any Errors; and (2) upon notification to Company of Defects any Errors, Company will, during its normal business hours and Deficiencies at no cost to Licensee, use reasonable efforts to correct such Errors which are reproducible and shall conform to the applicable portions verifiable by Company, excluding any Errors caused by uses of the Specifications (the "Software Warranty"). The Vendor's obligations with respect to the Software Warranty shall be to attempt first to repair or replace at no additional cost, any defective Software. If, after using its best efforts to repair or replace such Software and after consultation with and with the consent of Owner, which consent shall not be unreasonably withheld, Vendor determines that it is unable to repair, replace or otherwise correct such defect, Vendor shall provide a credit or refund based on the original purchase price, and installation charges if installed by Vendor. If, as a result of the Defect and Deficiency, the Software fails to operate in accordance with the Specifications which causes the System to fail to materially operate in accordance with its Specifications, a refund shall be paid to Owner on account of the purchase price for the total System, less a pro rata discount calculated with regard to the period of time during the Warranty Period that Owner operated the System in In Revenue Service. For purposes of calculating such pro rata discount, the period of time the Owner would have been able to operate the System in In Revenue Service shall be: (i) ten (10) years from Substantial Completion for the AXE switch; and (ii) seven (7) years from Substantial Completion for all other Products. In the event that Vendor pays a Licensee notifies Company of an Error, Company's sole liability, and Licensee's sole remedy, will be Company's use of reasonable efforts to correct such Errors or, in Company's sole discretion, to refund hereunder, Owner shall return such Products the portion of the prepaid Price applicable to Vendor. The warranty period for all Software so corrected or replaced under the portion of the Software Warranty shall be the longer of: (i) one (1) year from the date of delivery of the repaired or replacement Software; or (ii) or the unexpired term of the Warranty Periodwhich is defective. Vendor shall be solely responsible for all costs and expenses incurred by Owner or Vendor in connection with the deTHE WARRANTY SET FORTH HERE IS A LIMITED WARRANTY AND IT IS THE ONLY WARRANTY MADE BY COMPANY. COMPANY EXPRESSLY DISCLAIMS, AND LICENSEE HEREBY EXPRESSLY WAIVES, ALL OTHER WARRANTIES EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. COMPANY DOES NOT WARRANT THAT THE SOFTWARE WILL MEET LICENSEE'S REQUIREMENTS OR THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-installationFREE, removal and transportation of defective Software under the Software Warranty and for the transportation and installation of repairedOR THAT ERRORS IN THE SOFTWARE WILL BE CORRECTED. COMPANY’S LIMITED WARRANTY IS IN LIEU OF ALL LIABILITIES OR OBLIGATIONS OF COMPANY FOR DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE INSTALLATION, corrected or replacement Software, including without limitation any additional or upgraded Equipment or processing capability necessary to run or operate such repaired, corrected or replacement SoftwareOPERATION OR PERFORMANCE OF THE SOFTWARE. The Warranty Period with respect to Software Maintenance Releases, Software Upgrades, Software Enhancements and Software Combined Releases shall be two (2) years from the successful installation [To be negotiated.] of such Software Maintenance Releases, Software Upgrades, Software Combined Releases and Software Enhancements. 18.4 [intentionally deleted] 18.5 Year 2000 Warranty. [YEAR 2000 WARRANTY LANGUAGE MAY THE PARTIES AGREE THAT THE SOFTWARE'S FAILURE TO PERFORM IN ACCORDANCE WITH THE SPECIFICATIONS SHALL NOT BE RELEVANT AT TIME CONSIDERED A FAILURE OF DELIVERY THE ESSENTIAL PURPOSE OF THE REMEDIES CONTAINED HEREIN. EXCEPT FOR THE ABOVE LIMITED WARRANTY, THE ENTIRE RISK OF THE SOFTWARE'S QUALITY AND DEPLOYMENT UNDER THIS CONTRACTPERFORMANCE IS WITH LICENSEE.]

Software Warranty. Vendor Licensor warrants that, with respect to each System for the Warranty Period, all Software will be free of Defects and Deficiencies and shall conform to the applicable portions of Licensee that the Specifications (the "Installed Software Warranty"). The Vendor's obligations with respect to the Software Warranty shall be to attempt first to repair or replace at no additional cost, any defective Software. If, after using its best efforts to repair or replace such Software and after consultation with and with the consent of Owner, which consent shall not be unreasonably withheld, Vendor determines that it is unable to repair, replace or otherwise correct such defect, Vendor shall provide a credit or refund based on the original purchase price, and installation charges if installed by Vendor. If, as a result of the Defect and Deficiency, the Software fails to operate in accordance with the Specifications which causes the System to fail to materially operate all material respects in accordance with its Specifications, a refund shall be paid to Owner on account Documentation for duration of the purchase price for the total System, less a pro rata discount calculated with regard to the period of time during the Warranty Period that Owner operated the System in In Revenue Service(“Software Warranty”). For purposes Licensee’s exclusive remedy and Licensor’s exclusive obligation for any breach of calculating such pro rata discount, the period of time the Owner would have been able to operate the System in In Revenue Service shall be: (i) ten (10) years from Substantial Completion for the AXE switch; and (ii) seven (7) years from Substantial Completion for all other Products. In the event that Vendor pays a refund hereunder, Owner shall return such Products to Vendor. The warranty period for all Software so corrected or replaced under the this Software Warranty shall be the longer of: (i) one (1) year from the date correction of delivery Defects or replacement by Licensor of the repaired nonconforming portion of such Installed Software, at Licensor’s sole election. The failure of Licensee to notify the Licensor within the Warranty Period of the failure of the Installed Software to conform to the Documentation therefor shall relieve Licensor of its obligations and liabilities under this section of this Agreement. Licensee’s notice shall disclose the items within the Documentation to which such Installed Software fails to conform and the manner in which the Installed Software fails to conform with sufficient specificity to permit Licensor to reproduce and correct such nonconformity. In the event Licensor determines, in its sole discretion, that it cannot, using commercially reasonable efforts, correct a Defect or replacement replace such nonconforming portion of the Installed Software; or (ii) or , Licensee may return the unexpired term Installed Software and Documentation and receive a refund of the License fee paid hereunder. Licensee’s right to return the Installed Software and Documentation and receive a refund hereunder shall expire at the expiration of the Warranty Period. Vendor This Software Warranty shall be solely responsible for all costs null and expenses incurred void upon, and shall not apply to any Defect or nonconformity caused by Owner (i) any modification or Vendor alteration of the Software or Licensee’s equipment other than by or with prior approval of Licensor, (ii) misuse or abuse of the Software or Documentation, (iii) negligence or wrongdoing of Licensee in connection with the de-installationSoftware or Documentation, removal and transportation (iv) force majeure events as set forth in this Agreement, (v) malfunction of defective Software under any of Licensee’s equipment, or (vi) use of the Software or Documentation in any manner inconsistent with this Agreement or the Documentation therefor. Licensee shall pay Licensor at Licensor’s then-current time and materials rates for its Services in the event Licensee makes a Software Warranty claim that is null and for void or inapplicable hereunder. The Software Warranty does not apply to any portion of the transportation and installation of repaired, corrected or replacement Software, including without limitation any additional Documentation, supplies or upgraded Equipment materials which are, by their nature, consumable or processing capability necessary to run or operate such repaired, corrected or replacement Softwareexpendable. The Warranty Period for Enhancements will run contiguously with respect the Software Warranty for the enhanced Installed Software, unless Licensor notifies Licensee that a longer Warranty Period applies upon delivery of the Enhancement to Software Maintenance Releases, Software Upgrades, Software Enhancements and Software Combined Releases Licensee. The Warranty Period for Upgrades shall be two (2) years from as set forth in the successful installation [To be negotiatedSchedule or other agreement pursuant to which the Upgrade is provided.] of such Software Maintenance Releases, Software Upgrades, Software Combined Releases and Software Enhancements. 18.4 [intentionally deleted] 18.5 Year 2000 Warranty. [YEAR 2000 WARRANTY LANGUAGE MAY NOT BE RELEVANT AT TIME OF DELIVERY AND DEPLOYMENT UNDER THIS CONTRACT.]

Software Warranty. Vendor (a) Seller warrants to Customer only that: (i) Software developed by Seller will, with respect to each System for the Warranty Periodupon shipment, all Software will be free of Defects and Deficiencies and shall conform to the applicable portions of the Specifications (the "Software Warranty"). The Vendor's obligations with respect to the Software Warranty shall be to attempt first to repair or replace at no additional cost, any defective Software. If, after using its best efforts to repair or replace such Software and after consultation with and with the consent of Owner, from those defects which consent shall not be unreasonably withheld, Vendor determines that it is unable to repair, replace or otherwise correct such defect, Vendor shall provide a credit or refund based on the original purchase price, and installation charges if installed by Vendor. If, as a result of the Defect and Deficiency, the Software fails to operate materially affect performance in accordance with Seller's specifications or other agreed upon specifications referenced in the Specifications which causes order and Seller further warrants that it has the System right to fail grant the licenses to materially operate Use Software it grants under this Agreement; and (ii) With respect to Software not covered in accordance with its Specificationsparagraph (a), a refund shall be paid to Owner on account of the purchase price for the total Systemsub- paragraph (i), less a pro rata discount calculated with regard Seller to the period extent permitted, does hereby assign to Customer the warranties given to Seller by its supplier of time during such Software. (b) The Warranty Periods listed below are applicable to Software developed by Seller, the Related Documentation developed by Seller and associated with such Software, and the medium on which such Software is recorded, unless otherwise stated. Software Warranty Period -------- --------------- -Network Wireless Systems, including Software Updates 24 Months -Transmission Systems 3 Months -Quality Management Tools 3 Months -All Other 3 Months Lucent Technologies Inc. Proprietary The Warranty Period for media and Related Documentation shall commence on the same date as commences the Warranty Period that Owner operated the System in In Revenue Service. For purposes of calculating such pro rata discount, the period of time the Owner would have been able to operate the System in In Revenue Service shall be: (i) ten (10) years from Substantial Completion for the AXE switch; and (ii) seven (7) years from Substantial Completion for all other Products. In the event that Vendor pays a refund hereunder, Owner shall return such Products to Vendor. The warranty period for all Software so corrected or replaced under the Software Warranty shall be the longer of: (i) one (1) year from the date of delivery of the repaired or replacement Software; or (ii) or the unexpired term of the Warranty Period. Vendor shall be solely responsible for all costs and expenses incurred by Owner or Vendor in connection with the de-installation, removal and transportation of defective Software under the Software Warranty and for the transportation and installation of repaired, corrected or replacement Software, including without limitation any additional or upgraded Equipment or processing capability necessary to run or operate such repaired, corrected or replacement their associated Software. The Warranty Period for Network Wireless System Software (including any prior Software Update issued to Customer in respect thereto) expires upon installation of any subsequent Software Update or Software Generic Release for such Software (or Software Update). (c) If, under normal and proper use during the applicable Warranty Period, Software covered in paragraph (a), subparagraph (i) proves to have a defect, which materially affects its performance in accordance with the specifications referenced in the order, and Customer notifies Seller in writing of such defect promptly after Customer discovers or should have discovered such defect and follows Seller's instructions, if any, regarding return of defective Software, Seller shall at its option, attempt first to either correct or replace such Software without charge or if correction or replacement is not feasible, provide a refund or credit based on the original license fee. (d) Software returned for correction or replacement will be accepted by Seller only in accordance with its instructions and procedures for such returns. The transportation expense associated with returning such Software to Seller shall be borne by Customer. Seller shall pay the costs of transportation of the corrected or replacing Software to the destination designated by Customer within the Territory. (e) If Seller determines that Software for which warranty Service is claimed is not defective or nonconforming, Customer shall pay Seller's costs of handling, inspecting, testing and transporting and, if applicable, traveling and related expenses. (f) Seller makes no warranty with respect to Software Maintenance Releases, Software Upgrades, Software Enhancements and Software Combined Releases shall be two (2) years defective conditions or nonconformities resulting from the successful installation [To be negotiatedfollowing: modifications, misuse, neglect, or accident; events outside Seller's control; installation, use or maintenance in a manner not in accordance with Seller's specifications, operating instructions, or license-to-use; or failure of Customer to apply previously applicable Seller modifications and corrections. In addition, Seller makes no warranty with respect to defects related to Customer's data base errors. Moreover, no warranty is made that Software will run uninterrupted or error free.] of such Software Maintenance Releases (g) THE FOREGOING SOFTWARE WARRANTIES ARE EXCLUSIVE AND ARE IN LIEU OF ALL OTHER EXPRESS AND IMPLIED WARRANTIES, Software UpgradesINCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. CUSTOMER'S SOLE AND EXCLUSIVE REMEDY SHALL BE SELLER'S OBLIGATION TO CORRECT, Software Combined Releases and Software EnhancementsREPLACE, CREDIT, OR REFUND AS SET FORTH ABOVE IN THIS WARRANTY. 18.4 [intentionally deleted] 18.5 Year 2000 Warranty. [YEAR 2000 WARRANTY LANGUAGE MAY NOT BE RELEVANT AT TIME OF DELIVERY AND DEPLOYMENT UNDER THIS CONTRACT.]Lucent Technologies Inc. Proprietary

Software Warranty. Vendor warrants that, with respect to each System ----------------- for the Warranty Period, all Software will be free of Defects and Deficiencies and shall conform to the applicable portions of the Specifications (the "Software Warranty"). The Vendor's obligations with respect to the Software ------------------ Warranty shall be to attempt first to repair or replace at no additional cost, any defective Software. If, after using its best commercially reasonable efforts to repair or replace such Software and after consultation with and with the consent of Owner, which consent shall not be unreasonably withheld, Vendor determines that it is unable to repair, replace or otherwise correct such defect, Vendor shall provide a credit or refund based on the original purchase price, and installation charges if installed by Vendor. If, as a result of the Defect and Deficiency, the Software fails to operate in accordance with the Specifications which causes the System to fail to materially operate in accordance with its Specifications, a refund shall be paid to Owner on account of the purchase price for the total System, less a pro rata discount calculated with regard to the period of time during the Warranty Period that Owner operated the System in In Revenue Service. For purposes of calculating such pro rata discount, the period of time the Owner would have been able to operate the System in In Revenue Service shall be: (i) ten (10) years be [*] from Substantial Completion for the AXE switch; Switch and (ii) seven (7) years [*] from Substantial Completion for all other Products. In the event that Vendor pays a refund hereunder, Owner shall return such Products to Vendor. The warranty period for all Software so corrected or replaced under the Software Warranty shall be the longer of: (i) of one (1) year from the date of delivery of the repaired or replacement Software; , or (ii) or the unexpired term of the Warranty Period. Vendor shall be solely responsible for all costs and expenses incurred by Owner or Vendor in connection with the de-installation, removal and transportation of defective Software [*] Certain material (indicated by an asterisk) has been omitted from this document pursuant to a request for confidential treatment. The omitted material has been filed separately with the Securities and Exchange Commission. under the Software Warranty and for the transportation and installation of repaired, corrected or replacement Software, including without limitation any additional or upgraded Equipment or processing capability necessary to run or operate such repaired, corrected or replacement Software. The Warranty Period with respect to Software Maintenance Releases, Software Upgrades, Software Enhancements and Software Combined Releases shall be two (2) years [*] from the successful installation [To be negotiated.] of such Software Maintenance Releases, Software Upgrades, Software Combined Releases and Software Enhancements. 18.4 [intentionally deleted] 18.5 Year 2000 Warranty. [YEAR 2000 WARRANTY LANGUAGE MAY NOT BE RELEVANT AT TIME OF DELIVERY AND DEPLOYMENT UNDER THIS CONTRACT.]

Software Warranty. Vendor warrants that, with respect to each ----------------- System for the Warranty Period, all Software will be free of Defects and Deficiencies and shall conform to the applicable portions of the Specifications (the "Software Warranty"). The Vendor's obligations with respect to the ----------------- Software Warranty shall be to attempt first to repair or replace at no additional cost, any defective Software. If, after using its best efforts to repair or replace such Software and after consultation with and with the consent of Owner, which consent shall not be unreasonably withheld, Vendor determines that it is unable to repair, replace or otherwise correct such defect, Vendor shall provide a credit or refund based on the original purchase price, and installation charges if installed by Vendor. If, as a result of the Defect and Deficiency, the Software fails to operate in accordance with the Specifications which causes the System to fail to materially operate in accordance with its Specifications, a refund shall be paid to Owner on account of the purchase price for the total System, less a pro rata discount calculated with regard to the period of time during the Warranty Period that Owner operated the System in In Revenue Service. For purposes of calculating such pro rata discount, the period of time the Owner would have been able to operate the System in In Revenue Service shall be: (i) ten (10) years from Substantial Completion for the AXE switch; and (ii) seven (7) years from Substantial Completion for all other Products. In the event that Vendor pays a refund hereunder, Owner shall return such Products to Vendor. The warranty period for all Software so corrected or replaced under the Software Warranty shall be the longer of: (i) one (1) year from the date of delivery of the repaired or replacement Software; or (ii) or the unexpired term of the Warranty Period. Vendor shall be solely responsible for all costs and expenses incurred by Owner or Vendor in connection with the de-installation, removal and transportation of defective Software under the Software Warranty and for the transportation and installation of repaired, corrected or replacement Software, including without limitation any additional or upgraded Equipment or processing capability necessary to run or operate such repaired, corrected or replacement Software. The Warranty Period with respect to Software Maintenance Releases, Software Upgrades, Software Enhancements and Software Combined Releases shall be two (2) years from the successful installation [To be negotiated.] of such Software Maintenance Releases, Software Upgrades, Software Combined Releases and Software Enhancements. 18.4 [intentionally deleted] 18.5 Year 2000 Warranty. [YEAR 2000 WARRANTY LANGUAGE MAY NOT BE RELEVANT AT TIME OF DELIVERY AND DEPLOYMENT UNDER THIS CONTRACTReserved.]

Software Warranty. Vendor (a) Seller warrants thatto Customer only that Software will, with respect to each System for the Warranty Periodupon shipment, all Software will be free of Defects and Deficiencies and shall conform to the applicable portions of the Specifications (the "Software Warranty"). The Vendor's obligations with respect to the Software Warranty shall be to attempt first to repair or replace at no additional cost, any defective Software. If, after using its best efforts to repair or replace such Software and after consultation with and with the consent of Owner, from those defects which consent shall not be unreasonably withheld, Vendor determines that it is unable to repair, replace or otherwise correct such defect, Vendor shall provide a credit or refund based on the original purchase price, and installation charges if installed by Vendor. If, as a result of the Defect and Deficiency, the Software fails to operate materially affect performance in accordance with the Specifications which causes or other agreed upon specifications referenced in the System Order and Seller further warrants that it has the right to fail grant the licenses to materially operate in accordance with its Specifications, a refund shall be paid to Owner on account of the purchase price for the total System, less a pro rata discount calculated with regard Use Software it grants under this Agreement. (b) The Warranty Periods listed below begin upon delivery to the period destination specified in Customer's Order or, if installed by Seller, on acceptance by Customer or thirty (30) days from the date Seller submits its notice of time during completion of installation, whichever is sooner. The Warranty Periods listed below are applicable to Software, the Related Documentation and associated with such Software, and the medium on which such Software is recorded, unless otherwise stated. Software Warranty Period -------- --------------- 5ESS, Access Manager and PCS CDMA Minicell (including Software Updates and Software Generic Releases for such Software) *_____________* The Warranty Period for media and Related Documentation shall commence on the same date as commences the Warranty Period that Owner operated the System in In Revenue Service. For purposes of calculating such pro rata discount, the period of time the Owner would have been able to operate the System in In Revenue Service shall be: (i) ten (10) years from Substantial Completion for the AXE switch; and (ii) seven (7) years from Substantial Completion for all other Products. In the event that Vendor pays a refund hereunder, Owner shall return such Products to Vendor. The warranty period for all Software so corrected or replaced under the Software Warranty shall be the longer of: (i) one (1) year from the date of delivery of the repaired or replacement Software; or (ii) or the unexpired term of the Warranty Period. Vendor shall be solely responsible for all costs and expenses incurred by Owner or Vendor in connection with the de-installation, removal and transportation of defective Software under the Software Warranty and for the transportation and installation of repaired, corrected or replacement Software, including without limitation any additional or upgraded Equipment or processing capability necessary to run or operate such repaired, corrected or replacement their associated Software. The Warranty Period for Software for the 5ESS, Access Manager and PCS CDMA Minicell (including Software Updates or Software Generic Releases for such Software) (including any prior Software Update issued to Customer in respect thereto) expires upon installation of any subsequent Software Update or Software Generic Release for such Software (or Software Update). If any prior Software version or Update is re-installed by Seller, the warranty shall continue to run for the unexpired portion of the original Software version or Update warranty. (c) If, under normal and proper use during the applicable Warranty Period, Software covered in paragraph (a), subparagraph (i) proves to have a defect, which materially affects its performance in accordance with the Specifications, and Customer notifies Seller in writing of such defect promptly after Customer discovers or should have discovered such defect and follows Seller's instructions, if any, regarding return of defective Software, Seller shall at its option, attempt first to either correct or replace such Software without charge or if correction or replacement is not feasible, provide a refund or credit the full amount of the original license fee. (d) Software returned for correction or replacement will be accepted by Seller only in accordance with its instructions and procedures for such returns. The transportation * CONFIDENTIAL TREATMENT REQUESTED 31 expense associated with returning such Software to Seller shall be borne by Customer. Seller shall pay the costs of transportation of the corrected or replacing Software to the destination designated by Customer within the applicable BTA. (e) Seller makes no warranty with respect to Software Maintenance Releases, Software Upgrades, Software Enhancements and Software Combined Releases shall be two (2) years defective conditions or nonconformities resulting from the successful installation [To be negotiatedfollowing: modifications, misuse, neglect, or accident by other than Seller; installation, use or maintenance in a manner not in accordance with Seller's specifications, operating instructions, or license-to-use; or failure of Customer to apply previously applicable Seller modifications and corrections. In addition, Seller makes no warranty with respect to defects related to Customer's data base errors. Moreover, no warranty is made that Software will run uninterrupted or error free.] of such Software Maintenance Releases (f) THE FOREGOING SOFTWARE WARRANTIES ARE EXCLUSIVE AND ARE IN LIEU OF ALL OTHER EXPRESS AND IMPLIED WARRANTIES, Software UpgradesINCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. CUSTOMER'S SOLE AND EXCLUSIVE REMEDY SHALL BE SELLER'S OBLIGATION TO CORRECT, Software Combined Releases and Software Enhancements. 18.4 [intentionally deleted] 18.5 Year 2000 Warranty. [YEAR 2000 WARRANTY LANGUAGE MAY NOT BE RELEVANT AT TIME OF DELIVERY AND DEPLOYMENT UNDER REPLACE, CREDIT, OR REFUND AS SET FORTH ABOVE IN THIS CONTRACTWARRANTY.]

Software Warranty. Vendor 5.1 The Licensor warrants thatto the Licensee that it has the right to license the Software as provided in this Agreement. The Licensor warrants that for a period six months from Delivery of the 10 Initial Software Release to Licensee, with respect or from the date of Delivery of a subsequent Upgrade Release only where such Upgrade Release constitutes a major version release evidenced by the attachment to each System for such Upgrade Release of a new Product version number ("the Warranty Period"), all the Software will shall operate substantially in accordance with the Specifications including any subsequent Modifications to the Specifications agreed to by both parties. The Licensor warrants that upon Delivery to the best of its knowledge the Software shall be free of Defects any and Deficiencies all "time bombs" or disabling mechanisms and shall conform the Licensor agrees to the applicable portions of the Specifications (the "Software Warranty"). The Vendor's obligations with respect to the Software Warranty shall be to attempt first to repair or replace at no additional cost, pay for any defective Software. If, after using its best efforts to repair or replace such Software and after consultation with and with the consent of Owner, which consent shall not be unreasonably withheld, Vendor determines that it is unable to repair, replace or otherwise correct such defect, Vendor shall provide a credit or refund based on the original purchase price, and installation charges if installed by Vendor. If, data lost as a result of the Defect and Deficiencysame. The Licensor further warrants that its quality testing procedures include testing for software viruses using such virus testing utilities as are agreed from time to time. If during the Warranty Period, the Software does not operate substantially in accordance with the Specifications and if the Licensor is unwilling or unable to correct all material deficiencies, incompatibilities, defects or errors identified in the Software within a reasonable time frame acceptable to both parties, the Licensor may provide the Licensee with a modified version of the Software that does not contain such material deficiencies, incompatibilities, defects or errors. In the event that the Licensor is unable to correct all material deficiencies, incompatibilities, defects or errors, either through remedial action or the provision of a new copy of the Software the Licensor shall be in material breach of this Agreement. Without prejudice to the other remedies of the Licensee hereunder and elsewhere, the Licensor shall immediately refund to the Licensee the related royalty paid by the Licensee for the Software. 5.2 The Licensee shall notify the Licensor in writing of failure of the Software to operate in conformity with the Specifications within 10 (ten) Working Days following discovery thereof. Provided that the Licensee notifies the Licensor of such failure prior to expiration of the Warranty Period, the Licensor will investigate and take corrective action in respect of material non-conformities as expeditiously as is possible in the circumstances. If any Software fails to operate in accordance with the Specifications which causes Specifications, the System Licensor will use all reasonable efforts to fail to materially correct the Software so that it will operate substantially in accordance with its the Specifications, a refund shall be paid . If the Licensor determines that the reported error non-conformity is not due to Owner on account any error or defect in the Software supplied by the Licensor and is not due to any other fault or negligence of the purchase price Licensor or its supplier, the Licensee shall compensate the Licensor for its services on a time and materials basis at the total System, less a pro rata discount calculated with regard to Licensor's reasonable rates. 5.3 Licensor further warrants that the period of time disks (if any) on which the Software is provided will be free from defects in materials and workmanship under normal use and service during the Warranty Period that Owner operated Period. 5.4 This clause constitutes the System only warranty provided by the Licensor in In Revenue Servicerespect of the Software and the Licensor's obligations set out in this Agreement replace all undertakings, guarantees, and warranties, express or implied, in law or otherwise, including any warranty of satisfactory quality or fitness for a particular purpose, which the Licensee must have sole responsibility for determining. For purposes of calculating such pro rata discountWithout prejudice to the warranty given by the Licensor hereunder, the period of time the Owner would have been able Licensee acknowledges in this connection that: (a) The Software cannot be tested in advance in every possible operating combination and environment; (b) It is not possible to operate the System produce Software known to be error-free in In Revenue Service shall be: all circumstances; (ic) ten (10) years from Substantial Completion for the AXE switch; and (ii) seven (7) years from Substantial Completion for Not all other Products. In the event that Vendor pays a refund hereunder, Owner shall return such Products to Vendor. The warranty period for all Software so corrected or replaced under the Software Warranty shall errors can be the longer of: (i) one (1) year from the date of delivery of the repaired or replacement Software; or (ii) or the unexpired term of the Warranty Period. Vendor shall be solely responsible for all costs and expenses incurred by Owner or Vendor in connection with the de-installation, removal and transportation of defective Software under the Software Warranty and for the transportation and installation of repaired, corrected or replacement Software, including without limitation any additional or upgraded Equipment or processing capability necessary to run or operate such repaired, corrected or replacement Software. The Warranty Period with respect to Software Maintenance Releases, Software Upgrades, Software Enhancements and Software Combined Releases shall be two (2) years from the successful installation [To be negotiatedrectified.] of such Software Maintenance Releases, Software Upgrades, Software Combined Releases and Software Enhancements. 18.4 [intentionally deleted] 18.5 Year 2000 Warranty. [YEAR 2000 WARRANTY LANGUAGE MAY NOT BE RELEVANT AT TIME OF DELIVERY AND DEPLOYMENT UNDER THIS CONTRACT.]

Software Warranty. Vendor warrants that, with respect to each System ----------------- for the Warranty Period, all Software will be free of Defects and Deficiencies and shall conform to the applicable portions of the Specifications (the "Software Warranty"). The Vendor's obligations with respect to the Software ------------------ Warranty shall be to attempt first to repair or replace at no additional cost, any defective Software. If, after using its best efforts to repair or replace such Software and after consultation with and with the consent of Owner, which consent shall not be unreasonably withheld, Vendor determines that it is unable to repair, replace or otherwise correct such defect, Vendor shall provide a credit or refund based on the original purchase price, and installation charges if installed by Vendor. If, as a result of the Defect and Deficiency, the Software fails to operate in accordance with the Specifications which causes the System to fail to materially operate in accordance with its Specifications, a refund shall be paid to Owner on account of the purchase price for the total System, less a pro rata discount calculated with regard to the period of time during the Warranty Period that Owner operated the System in In Revenue Commercial Service. For purposes of calculating such pro rata discount, the period of time the Owner would have been able to operate the System in In Revenue Commercial Service shall be: (i) be ten (10) years from Substantial Completion for the AXE switch; 5 ESS(R) switch and (ii) seven (7) years from Substantial Completion for all other Products. In the event that Vendor pays a refund hereunder, Owner shall return such Products to Vendor. The warranty period for all Software so corrected or replaced under the Software Warranty shall be the longer of: (i) of one (1) year from the date of delivery of the repaired or replacement Software; , or (ii) or the unexpired term of the Warranty Period. Vendor shall be solely responsible for all costs and expenses incurred by Owner or Vendor in connection with the de-installation, removal and transportation of defective Software under the Software Warranty and for the transportation and installation of repaired, corrected or replacement Software, including without limitation any additional or upgraded Equipment or processing capability necessary to run or operate such repaired, corrected or replacement Software. The Warranty Period with respect to Software Maintenance Releases, Software Upgrades, Software Enhancements and Software Combined Releases shall be two (2) years from the successful installation [To be negotiated.] of such Software Maintenance Releases, Software Upgrades, Software Combined Releases and Software Enhancements. 18.4 [intentionally deleted] 18.5 Year 2000 Warranty. [YEAR 2000 WARRANTY LANGUAGE MAY NOT BE RELEVANT AT TIME OF DELIVERY AND DEPLOYMENT UNDER THIS CONTRACT.]