USE OF THE SOFTWARE SHALL
COMPLY WITH ALL APPLICABLE LAWS.
LICENSEE AGREES TO USE ITS COMMERCIALLY
REASONABLE EFFORTS TO ENSURE THAT ALL THOSE PERSONS HAVING ACCESS TO THE
SOFTWARE UNDER THIS AGREEMENT SHALL OBSERVE AND PERFORM THE OBLIGATION SET FORTH
IN THIS SECTION.
THE TERMS OF THIS PARAGRAPH SHALL SURVIVE THE TERMINATION OF
THIS AGREEMENT.
(B)
OWNERSHIP OF ENHANCEMENTS.
EACH PARTY SHALL BE THE SOLE AND
EXCLUSIVE OWNER THROUGHOUT THE WORLD OF ANY AND ALL RIGHT, TITLE AND INTEREST IN
AND TO ANY AND ALL (I) CORRECTIONS, ADDITIONS, ENHANCEMENTS, UPGRADES, UPDATES,
CORRECTIONS, AND IMPROVEMENTS OF OR TO THE SOFTWARE (COLLECTIVELY,
"ENHANCEMENTS") MADE BY SUCH PARTY TO THE SOFTWARE, AND ALL DERIVATIVE WORKS
BASED THEREON THAT ARE CREATED BY SUCH PARTY AND (II) COPYRIGHT, PATENT, TRADE
SECRET AND/OR OTHER INTELLECTUAL PROPERTY RIGHTS IN AND TO ANY AND ALL SUCH
ADDITIONS, MODIFICATIONS, IMPROVEMENTS AND DERIVATIVE WORKS.
FOR A PERIOD OF 24
MONTHS FROM THE EFFECTIVE DATE, IN THE EVENT THAT EITHER PARTY PROVIDES THE
OTHER PARTY WITH ANY ENHANCEMENTS IN ACCORDANCE WITH SECTION 3(D) BELOW, THE
PROVISIONS OF THE LICENSE WILL BE EXTENDED TO SUCH ENHANCEMENTS, EXCEPT THAT IN
THE CASE OF ENHANCEMENTS PROVIDED BY LICENSEE TO LICENSOR, LICENSEE SHALL BE
CONSIDERED THE "LICENSOR" HEREUNDER, AND VICE VERSA.
2
3.
MAINTENANCE AND SUPPORT.
THE SERVICES DESCRIBED IN SECTIONS 3(A)
AND 3(B) ARE REFERRED TO AS THE "MAINTENANCE AND SUPPORT SERVICES".
EXCEPT AS
SET FORTH IN SECTIONS 3(A), 3(B), AND 3(D), NEITHER PARTY SHALL HAVE ANY
OBLIGATION TO DEVELOP, OR TO CREATE OR PROVIDE ENHANCEMENTS (AS DEFINED BELOW)
TO THE OTHER PARTY, OR TO SUPPORT THE OTHER PARTY'S USE OF, THE SOFTWARE.
(A)
DEFECTS.
(I)
"DEFECT" MEANS ANY MATERIAL PROBLEM, DEFECT, FAILURE OR OTHER
ERROR IN THE SOFTWARE DISCOVERED BY LICENSOR OR REPORTED TO IT BY LICENSEE.
DEFECTS INCLUDE, WITHOUT LIMITATION, ANY FAILURE OF THE SOFTWARE TO MATERIALLY
PERFORM ANY OF THE PRIMARY FUNCTIONS FOR WHICH IT WAS DESIGNED AND ANY MATERIAL
ERROR IN THE SOFTWARE SUCH THAT IT FAILS TO OPERATE IN SUBSTANTIAL CONFORMANCE
WITH THE CORRESPONDING DOCUMENTATION.
(II)
DEFECT REPORTS.
LICENSEE SHALL BE ENTITLED TO SUBMIT TO LICENSOR
WRITTEN NOTICE OF A DEFECT (AS DEFINED BELOW), WHICH NOTICE (A "DEFECT REPORT")
SHALL DESCRIBE ANY DEFECTS, IDENTIFY THE ASSOCIATED SEVERITY LEVEL OF THE
DEFECTS AND, TO THE EXTENT READILY AVAILABLE, GIVE THE LICENSOR SUFFICIENT
INFORMATION TO ENABLE THE LICENSOR TO REPRODUCE THE DEFECTS.
DEFECT REPORTS MAY
BE SUBMITTED IN LICENSEE'S REASONABLE DISCRETION VIA E-MAIL, OR FAX, OR OTHER
MUTUALLY ACCEPTABLE MEANS OF COMMUNICATION.
(III)
DEFECT CORRECTION.
AFTER SUBMISSION OF A DEFECT REPORT, LICENSOR
SHALL USE COMMERCIALLY REASONABLE EFFORTS TO PROVIDE A CORRECTION FOR THE DEFECT
IN THE SOFTWARE (EACH, A "CORRECTION") AS FOLLOWS:
(A)
PRIORITY 1 DEFECTS.
"PRIORITY 1 DEFECT" MEANS A DEFECT THAT CAUSES
ANY OF THE FOLLOWING OCCURRENCES: (A) SUBSTANTIAL RESTRICTIONS ON, SUBSTANTIAL
DISRUPTION OF, OR SUBSTANTIAL ADVERSE IMPACT ON LICENSEE'S BUSINESS OPERATIONS
MAKING USE OF THE SOFTWARE; (B) INABILITY TO ACCESS OR USE AN IMPORTANT FUNCTION
OF THE SOFTWARE; OR (C) ANY ERRORS RESULTING IN MATERIAL DATA LOSS,