OTHER HARDWARE,
SOFTWARE, FIRMWARE, DEVICES, OR OTHER PRODUCTS, INCLUDING TDCC IMPROVEMENTS.
DURING THE WARRANTY PERIOD, TDCC WILL BE ENTITLED TO RIGHTS CONSISTENT WITH
SYMYX DTOOLS' STANDARD WARRANTY SUPPORT TERMS AND CONDITIONS, INCLUDING WEB SITE
ACCESS, PHONE SUPPORT, PERIODIC MAINTENANCE CALLS FOR WARRANTY RELATED ITEMS AND
ABILITY TO ATTEND USER GROUP MEETINGS.
THE AGREEMENT FOR ANY PARTICULAR
DISCOVERY TOOLS SYSTEM SHALL SPECIFY WHETHER THE WARRANTY PERIOD WILL BE
EXTENDED BEYOND THAT PROVIDED FOR IN THIS SECTION 7.11, ON THE TERMS AND
CONDITIONS SET FORTH HEREIN, OR WHETHER ANY SERVICES FOLLOWING THE WARRANTY
PERIOD WILL BE ON A TIME AND MATERIALS BASIS.
EXTENDED WARRANTY COVERAGE BEYOND
THE WARRANTY PERIOD MAY BE PROVIDED FOR IN THE AGREEMENT FOR ANY PARTICULAR
DISCOVERY TOOLS SYSTEM AT A COST OF *. AFTER THE WARRANTY PERIOD, ADDITIONAL
SUPPORT MAY BE PROVIDED AS SET FORTH IN SECTION 7.19.
Confidential
33
7.12
DISCLAIMER.
EXCEPT FOR THE LIMITED
WARRANTIES SET FORTH IN SECTION 7.11, SYMYX MAKES AND TDCC RECEIVES NO OTHER
WARRANTIES OR CONDITIONS, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE IN ANY
PROVISION OF THIS AGREEMENT OR OTHER COMMUNICATION WITH TDCC WITH RESPECT TO ANY
DISCOVERY TOOLS SYSTEM DELIVERED UNDER THIS AGREEMENT, AND SYMYX SPECIFICALLY
DISCLAIMS ANY IMPLIED WARRANTY OF MERCHANTABILITY, NONINFRINGEMENT OR FITNESS
FOR A PARTICULAR PURPOSE.
7.13
SOURCE CODE.
THE PARTIES SHALL ENTER
INTO A SOURCE CODE ESCROW AGREEMENT THAT WILL PROVIDE THAT, IN THE EVENT SYMYX
IS LIQUIDATED, DISSOLVED OR CEASES TO CARRY ON ITS BUSINESS, OR OTHERWISE
BECOMES UNWILLING OR UNABLE TO SUPPORT TDCC, ON COMMERCIALLY REASONABLE TERMS,
IN ITS USE OF THE DISCOVERY TOOLS SYSTEMS DELIVERED HEREUNDER, WHERE TDCC CAN
DEMONSTRATE THAT ACCESS TO THE SOURCE CODE FOR THE SOFTWARE DELIVERED WITH SUCH
DISCOVERY TOOLS SYSTEMS IS REASONABLY NECESSARY FOR TDCC'S CONTINUED USE OF THE
DISCOVERY TOOLS SYSTEMS, AND PROVIDED THAT TDCC IS NOT IN DEFAULT UNDER A TERM
OF THIS AGREEMENT RELATED TO DISCOVERY TOOLS SYSTEMS, A COPY OF SUCH SOFTWARE
SOURCE CODE SHALL BE PROVIDED TO TDCC SOLELY FOR THE PURPOSE OF OPERATING,
REPAIRING,
AND MAINTAINING THE DISCOVERY TOOLS SYSTEMS.
SUCH AGREEMENT SHALL
CONTAIN PROVISIONS FOR PERIODIC VERIFICATION THAT THE ESCROWED SOURCE CODE
CORRESPONDS TO SYMYX' THEN-CURRENT VERSION. SUCH SOURCE CODE ESCROW AGREEMENT
SHALL BE IN SUBSTANTIALLY THE FORM ENTERED INTO BETWEEN TDCC AND SYMYX TECH IN
CONNECTION WITH THE SALE AND LICENSE AGREEMENT ENTERED INTO BETWEEN TDCC AND
SYMYX TECH AS OF OCTOBER 22, 1999, AND MAY BE AN AMENDMENT THERETO.
7.14
RESTRICTIONS.
TDCC AGREES THAT IT WILL
NOT ITSELF, NOR THROUGH ANY PARENT, SUBSIDIARY, AFFILIATE, AGENT OR OTHER THIRD
PARTY: (I) REPRODUCE, DISTRIBUTE, COPY, SELL, LEASE, LICENSE OR SUBLICENSE ANY
DISCOVERY TOOLS SYSTEM DELIVERED HEREUNDER OR COMPONENTS THEREOF OR ACCOMPANYING
SOFTWARE (OTHER THAN FOR BACK-UP PURPOSES), OR ANY DOCUMENTATION DIRECTLY
RELATED THERETO (OTHER THAN AS REASONABLY REQUIRED IN CONNECTION WITH THE USE,
MAINTENANCE, REPAIR OR OPERATION OF ANY DISCOVERY TOOLS SYSTEM); (II) USE ANY
DISCOVERY TOOLS SYSTEM DELIVERED HEREUNDER, COMPONENTS THEREOF OR ACCOMPANYING
SOFTWARE OTHER THAN AS LICENSED IN SECTION 7.6 ABOVE; (III) USE THE SOFTWARE
DELIVERED WITH ANY DISCOVERY TOOLS