(OR ANY LICENSEE'S OR
SUB-LICENSEE'S) SOLE AND EXCLUSIVE REMEDY SHALL BE RE-PERFORMANCE OF THE
UNSATISFACTORY SERVICES OR THE DELIVERY OF THE PARTICULAR ITEMS.
4.2
ADDITIONAL MAINTENANCE AND SUPPORT
SERVICES.
THE PROVISION OF ANY ADDITIONAL MAINTENANCE AND SUPPORT SERVICES NOT
DESCRIBED HEREIN TO ANY OF THE FORGOING ENTITIES OR TO ANY FUTURE LICENSEES
SHALL BE GOVERNED BY SUBSEQUENT ARM'S-LENGTH NEGOTIATIONS.
4.3
ASSIGNMENT OF SUPPORT PAYMENTS. EFFECTIVE AS
OF THE DATE THAT THE ATLAS EMPLOYEES ARE TRANSFERRED TO THE PARTNERSHIP (OR A
PARTNERSHIP ENTITY DESIGNATED IN WRITING BY THE PARTNERSHIP OR BUYER) PURSUANT
TO THE TRANSITION SERVICES AGREEMENT, WES HEREBY ASSIGNS TO THE PARTNERSHIP (OR
A PARTNERSHIP ENTITY DESIGNATED IN WRITING BY THE PARTNERSHIP OR BUYER) THE
RIGHT TO RECEIVE ANY PAYMENTS IN RESPECT OF SUCH SUPPORT AND MAINTENANCE
SERVICES THAT IT MAY RECEIVE FROM WBE IN CONNECTION WITH ITS SUBLICENSE TO WBE
OR ANY OTHER ARRANGEMENT BETWEEN THE PARTIES.
4.4
DURATION.
THE PARTNERSHIP WILL PROVIDE THE
SERVICES TO EACH OF THE ENTITIES LISTED IN SECTION 4.1 FOR SO LONG AS THAT
PARTICULAR ENTITY CONTINUES TO USE (AND/OR SUBLICENSE) THE ATLAS 2000 SYSTEM.
4.5
LIMITATIONS.
THE PARTNERSHIP'S OBLIGATION
TO WES, A SPECIFIC LICENSEE OR SUB-LICENSEE UNDER THIS SECTION 4 AND THE
PARTNERSHIP'S OBLIGATION TO PROVIDE CERTAIN ASPECTS OF THE SERVICES TO SUCH
PARTY SHALL BE LIMITED TO THE EXTENT THAT:
(I) THE PARTY MAKES ANY CHANGE OR
MODIFICATION TO THE ATLAS SOFTWARE THAT MATERIALLY, NEGATIVELY AFFECTS OR
PRECLUDES THE PROVISION OF SUCH PARTICULAR ASPECT OF THE SERVICES, (II) THE
PARTY COMBINES THE ATLAS SOFTWARE WITH PRODUCTS OR PROGRAMS NOT UTILIZED BY THE
PARTY AS OF THE DATE OF CLOSING, IF SUCH COMBINATION MATERIALLY INCREASES THE
TIME OR COST REQUIRED FOR THE PARTNERSHIP TO PERFORM SUCH PARTICULAR ASPECT OF
THE SERVICES OR (III) THE PARTY MODIFIES, CHANGES OR REPLACES ANY HARDWARE
CONNECTED WITH THE ATLAS SOFTWARE IF SUCH MODIFICATION, CHANGE OR REPLACEMENT
INDIVIDUALLY OR IN COMBINATION WITH OTHER MODIFICATIONS, CHANGES OR REPLACEMENTS
MATERIALLY INCREASES THE TIME OR COST REQUIRED FOR THE PARTNERSHIP TO PERFORM
SUCH PARTICULAR ASPECT OF THE SERVICES.
4.6
IN ADDITION, IN THE EVENT THAT THE CONSENT
OF ANY THIRD-PARTY VENDOR IS REQUIRED IN CONNECTION WITH THE PERFORMANCE OF THE
PARTNERSHIP'S (OR ANY PARTNERSHIP ENTITY'S) OBLIGATIONS UNDER THIS SECTION 4,
THE PARTNERSHIP (AND ANY SUCH PARTNERSHIP ENTITY) SHALL BE RELIEVED OF ITS
OBLIGATIONS UNLESS AND UNTIL ANY SUCH CONSENT IS OBTAINED BY WES IN A FORM
REASONABLY ACCEPTABLE TO THE PARTNERSHIP.
6
5.
SUPPORTING SOFTWARE
5.1
SUPPORTING SOFTWARE. ALL SOFTWARE WHICH
RELATES TO OR IS REQUIRED FOR THE OPERATION OF THE ATLAS SOFTWARE IS SET FORTH
ON SCHEDULE A-2 (THE "SUPPORTING SOFTWARE").
5.2
Migration Supporting Software.
The IT
Migration Plan (as defined in the Purchase Agreement) will identify the software
to be included in the Migration Assets (as defined in the Purchase Agreement)
that the Partnership will use in lieu of the Supporting Software (the "Migration
Supporting Software"); provided, the Migration Supporting Software may, but is
not required to, include all or a portion of the Supporting Software.
6.
CONFIDENTIALITY