ALLTEL Software. 8 --------------- 8.2 User Manuals.....................................................9 ------------ 8.3 Client Software..................................................9 ---------------- 8.4 Third Party Software and Maintenance.............................9 ------------------------------------- 8.5 Installation of New Releases, Updates and Enhancements..........10 ------------------------------------------------------ 9. Personnel And Committees...............................................................11 9.1 ALLTEL Account Manager.........................................11 ----------------------- 9.2 Executive Liaison...............................................11 ----------------- 9.3 ALLTEL Base Staff...............................................11 ----------------- 9.4 ALLTEL Staff Personnel Changes..................................12 ------------------------------ 9.5 Periodic Communications.........................................13 -----------------------
ALLTEL Software. (a) Upon the earlier to occur of the expiration of the Term or the termination of the Agreement by Client in accordance with Section 19.2 hereof, ALLTEL will grant to Client and for the benefit of Client Affiliates a nonexclusive, nontransferable (except for that assignment described in Section 22.2) perpetual license (subject to payment of annual maintenance and support fees as provided herein) to use only that ALLTEL Software that is specified in Exhibit C (except the ACBS Software and Service Delivery Software shall be subject to the additional terms described in Exhibit C), subject to a license at terms and conditions to be mutually agreed to by the parties but substantially in the form of Software License Agreement attached as Exhibit G hereto. The parties acknowledge that the license terms for the Service Delivery Software and ACBS Software may vary in some material respects from the form attached as Exhibit G. Such perpetual license is effective only so long as Client pays maintenance and support fees without interruption at ALLTEL's then current maintenance rates. The parties acknowledge that upon entering such Software License Agreement, Client shall not be required to remit to ALLTEL any license fees for the ALLTEL Software (except the ACBS Software and Service Delivery Software). (b) As part of the Base Fee, during the Term of this Agreement, ALLTEL grants to Client a nonexclusive, nontransferable (except as provided in Section 22.2) term license to use the object code version of the ALLTEL Service Delivery Software and the ACBS Software solely for use by Client and Client Affiliates, such Base Fee to also include ALLTEL's standard maintenance and support services. Client shall not process any other third party data for a fee or receipt of value, nor sublicense, lease, rent, transfer or assign (except for that assignment described in Section 22.2) the Service Delivery Software or the ACBS Software without ALLTEL's prior written consent. Client agrees not to disclose, decompile, disassemble, reverse engineer, or copy (except for backup purposes) the Service Delivery Software. Client is licensed to use the Service Delivery Software as provided in Exhibit B(2) and the ACBS Software as provided in Section 3 of Exhibit A. The Service Delivery Software and all documentation and materials related thereto may be used at any location or facility provided ALLTEL has written notice of such location or facility.
ALLTEL Software. ALLTEL represents and warrants to Client that the ALLTEL Software shall perform in all material respects with its documentation and specifications and that the ALLTEL Software shall not contain or receive from ALLTEL's data transmission via modem or any other ALLTEL medium any virus, worm, trap door, back door, timer, clock, counter or other limiting routine, instruction or design that would erase data or programming or cause the ALLTEL Software to become inoperable or incapable of being used in the full manner for which is was designed or created and for which it is licensed under this Agreement.
ALLTEL Software. ALLTEL warrants to Client that (i) ALLTEL has the right to furnish the Services provided to Client hereunder free of all liens, claims, encumbrances and other restrictions, and (ii) Client shall quietly and peacefully possess the ALLTEL Software, ALLTEL provided Third Party Software, documentation and other materials provided to Client hereunder, subject to and in accordance with the provisions of this Agreement. Each of ALLTEL warranties set forth above, as well as the patent and trademark indemnity provisions of Section 17.2 hereof, shall apply to the Services and to all enhancements, modifications or changes thereto.
ALLTEL Software. 10 8.4 Installation of New Releases, Updates and Enhancements........................................ 10
ALLTEL Software. Exhibit H sets forth the list of all ALLTEL Software that is used by ALLTEL to provide the Services and included within the Service Fees.] ALLTEL shall provide Client with notice of any replacement systems for the ALLTEL Software which are made generally available to other customers of ALLTEL. A replacement system refers to a new system developed or purchased which provides technical and or feature/function improvements over the system being replaced. At Client's option, Client may either remain on the ALLTEL Software through the Term of this Agreement or may convert to the replacement system, provided that Client pays to ALLTEL Service Fees for the conversion, training and other services related to converting to the replacement system. Negotiation of terms and conditions related to conversion to any replacement system shall be mutually agreed by the parties based ALLTEL's current hourly rates as set forth in Section 5.3 of Exhibit E for the work required for the conversion and shall be managed through the Change Management Process set forth in Section 11.1.
