NOT BE OBLIGATED TO PAY FOR ANY SOFTWARE NOT COVERED BY A PURCHASE ORDER.
3.1.3
THE SOFTWARE SUPPLIED UNDER THIS
BROADBAND ACCESS SOFTWARE CONTRACT IS STANDARD SOFTWARE THAT VENDOR WOULD SUPPLY
TO ANY OTHER PERSON SEEKING TO ESTABLISH WIRELESS TELEPHONY NETWORKS SIMILAR TO
THE BROADBAND ACCESS RELIANCE NETWORK.
3.2
MINIMUM PURCHASE COMMITMENT
Notwithstanding anything to the contrary, Reliance agrees that it shall, between
[***] purchase at least [***] from Vendor (the "Minimum Committed Quantity")
subject to Vendor's continued conformance with the terms set forth in the
Documents.
3.3
TEST BED
3.3.1
FOR THE PURPOSE OF TESTING THE VENDOR
SHALL PROVIDE THE SOFTWARE SET FORTH IN THE SPECIFICATIONS AT [***] TO RELIANCE
AND SUCH SOFTWARE SHALL BE SHIPPED TO THE RELIANCE DESIGNATED LOCATION NOT LATER
THAN [***] AFTER THE EFFECTIVE DATE OF THE BROADBAND ACCESS SOFTWARE CONTRACT IF
SPECIFICALLY REQUESTED FOR BY RELIANCE IN WRITING.
3.3.2
THE VENDOR SHALL SUPPLY AND INSTALL AT
[***] TO RELIANCE THE TEST BED LABORATORY AND AT LEAST ONE OF EACH TYPE OF NEW
SOFTWARE SET FORTH IN ANY PURCHASE ORDER OR THAT IS PLANNED TO BE BOUGHT BY
RELIANCE BEFORE THE END OF THE NEXT SUCCEEDING [***].
3.3.3
IN ORDER TO WORK TOWARDS ACHIEVING
INTEROPERABILITY, RELIANCE MAY BRING OTHER INFRASTRUCTURE VENDOR'S SOFTWARE INTO
THE TEST BED LABORATORY. NOTWITHSTANDING ANYTHING TO THE CONTRARY, THE VENDOR
SHALL SHARE WITH THESE OTHER INFRASTRUCTURE VENDORS THAT RELIANCE BRINGS INTO
THE TEST BED LABORATORY, ALL NECESSARY INTERFACE INFORMATION TO FACILITATE
MEETING THE TIMETABLES UPON SUITABLE CONDITIONS OF CONFIDENTIALITY.
3.3.4
VENDOR SHALL PROVIDE ALL APPLICABLE
TECHNICAL SUPPORT SERVICES INCLUDING BUT NOT LIMITED TO UPDATES AND UPGRADES TO
AND FOR THE SOFTWARE INSTALLED IN THE TEST BED LABORATORY.
3.4
SHIPMENT
Vendor shall ensure that all Software constituting a EMS/NMS (for the required
configuration) and/or any other software related to DLC are shipped in a single
shipment. Vendor shall not ship Software constituting only a part of the above
element(s) except after prior written approval from Reliance.
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3.5
MATERIAL AND INVENTORY MANAGEMENT SYSTEMS
Vendor shall take all reasonable actions necessary to ensure that Vendor's
material & inventory management system integrates and interfaces with Reliance's
material & inventory management system. The extent of integration and
interfacing shall be as mutually agreed.
3.6
APPLICABILITY
Parties agree that all Purchase Orders for Software issued by Reliance to Vendor
on or after September 1, 2002 shall be subject to and governed by this Broadband
Access Software Contract. The Parties further agree that Purchase Order number
13008681 dated August 21, 2002 shall, except for payment terms, performance bank
guaranty related terms, annual price improvement related terms and deemed
Acceptance related terms, also be governed by the terms of this Broadband Access
Equipment Contract.
4
SOURCE CODE ESCROW
4.1.1
VENDOR REPRESENTS AND WARRANTS THAT AS OF
THE DATE HEREOF, NEITHER VENDOR NOR ANY OF VENDOR'S AFFILIATES HAS ESTABLISHED A
SOURCE CODE ESCROW FOR ANY OF ITS EXISTING CUSTOMERS.
IN THE EVENT THAT VENDOR
OR ANY AFFILIATE OF THE VENDOR ESTABLISHES A SOURCE CODE ESCROW IN THE FUTURE