costs, transit insurance premium and
other associated costs (including de-installation and re-installation) while
sending out defective parts and receiving repaired/replaced parts.
11.5
OWNERSHIP OF REPLACED PARTS
Except as provided elsewhere in this Agreement, FRUs replaced by UTSI will
become the property of UTSI.
FRUs delivered as replacement by UTSI will remain
the property of TTL.
11.6
PASS THROUGH OF WARRANTIES
UTSI will, to the extent possible, make available to TTL the benefit of any
warranties or similar rights on any equipment or part thereof produced by third
Parties which equipment is integrated in items.
11.7
WARRANTY CLAIM PROCEDURES
The limited warranties set forth in Clause 11 are subject to TTL's written
notification, rendered during the warranty periods defined herein, to UTSI of an
alleged Defect.
UTSI will repair, replace, amend, or alter in accordance with
UTSI's standard practices with respect to such equipment.
11.8
DISCLAIMER
EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT, UTSI NEITHER MAKES NOR
ASSUMES ANY LIABILITY UNDER ANY WARRANTIES (WHETHER IMPLIED OR PURSUANT TO
STATUTE OR COMMON LAW) ON OR WITH RESPECT TO EQUIPMENT PROVIDED HEREUNDER OR ANY
COMPONENT THEREOF, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED CONDITIONS OR
WARRANTIES OF MERCHANTABILITY.
Performance by UTSI of the warranty services
described in this Clause 11 will constitute fulfillment of all of UTSI's
obligations in respect of the warranties contained in this Clause 11, whether
based on contract, or otherwise with respect to the equipment delivered to TTL
hereunder.
12.
PROPRIETARY RIGHTS AND RIGHTS TO SOFTWARE
12.1
SUBJECT TO THIS AGREEMENT, UTSI GRANTS TO TTL NON-EXCLUSIVE,
NON-TRANSFERABLE RIGHTS TO USE THE SOFTWARE (AS DEFINED BELOW) FOR TTL'S USE
SOLELY IN CONJUNCTION WITH THE UTSI EQUIPMENT.
THE RIGHTS GRANTED HEREIN SHALL
BE FOR USE OF THE SOFTWARE IN OBJECT CODE FORMAT ONLY AND SOLELY AS PROVIDED IN
SECTION 12.1.2 BELOW.
12.1.1
TTL ACKNOWLEDGES THAT ANY SOFTWARE SUPPLIED BY UTSI AND TTL
HEREUNDER ("SOFTWARE") IS SUBJECT TO THE PROPRIETARY RIGHTS OF UTSI AND/OR UTSI'
VENDOR(S).
UTSI OR ITS VENDOR(S), AS THE CASE MAY BE, WILL RETAIN TITLE TO ALL
OF THE SOFTWARE.
SUBJECT TO PERFORMANCE BY TTL OF THESE TERMS AND CONDITIONS,
UTSI HEREBY GRANTS TO TTL AND TTL HEREBY ACCEPTS FROM UTSI THE LIMITED,
NONTRANSFERABLE, NONEXCLUSIVE RIGHTS (SUBJECT TO ARTICLE 9 ABOVE) TO USE THE
SOFTWARE SOLELY
11
IN THE OPERATION OF UTSI EQUIPMENT PURCHASED HEREUNDER, TO COMMENCE ON DELIVERY
OF THE SOFTWARE TO TTL AND PAYMENT THEREFOR BY TTL AND TO LAST FOR THE LIFE OF
THE EQUIPMENT PURCHASED HEREUNDER.
12.1.2
EXCEPT AS PERMITTED BY THIS SECTION, TTL WILL NOT (I) COPY OR
DUPLICATE, OR PERMIT ANYONE ELSE TO COPY OR DUPLICATE, ANY PART OF THE SOFTWARE,
OR (II) CREATE OR ATTEMPT TO CREATE, OR PERMIT OTHERS TO CREATE OR ATTEMPT TO
CREATE, BY REVERSE ENGINEERING OR OTHERWISE, THE SOURCE PROGRAMS OR ANY PART
THEREOF FROM THE OBJECT PROGRAMS OR FROM OTHER INFORMATION MADE AVAILABLE UNDER
THIS ORDER (EXCEPT AS PERMITTED BY LAW).
TTL MAY (AT ITS OWN EXPENSE) MAKE TWO
COPIES OF THE OBJECT PROGRAM FOR ARCHIVE PURPOSES.