Common use of Customer’s Remedies Clause in Contracts

Customer’s Remedies. (a) CUSTOMER'S EXCLUSIVE REMEDIES AND THE ENTIRE LIABILITY OF SELLER, ITS AFFILIATES AND THEIR EMPLOYEES, AND AGENTS, AND ITS SUPPLIERS FOR ANY CLAIM, LOSS, DAMAGE OR EXPENSE OF CUSTOMER OR ANY OTHER ENTITY ARISING OUT OF THIS AGREEMENT, OR THE USE OR PERFORMANCE OF ANY PRODUCT, LICENSED MATERIALS, OR SERVICES, WHETHER IN AN ACTION FOR OR ARISING OUT OF BREACH OF CONTRACT, TORT, INCLUDING NEGLIGENCE, INDEMNITY, OR STRICT LIABILITY, SHALL BE AS FOLLOWS: 1) FOR INFRINGEMENT --THE REMEDY SET FORTH IN THE "INFRINGEMENT" SECTION; 2) FOR THE NON-PERFORMANCE OF PRODUCTS, SOFTWARE, AND SERVICES DURING THE WARRANTY PERIOD --THE REMEDY SET FORTH IN THE APPLICABLE "WARRANTY" SECTION; 3) FOR TANGIBLE PROPERTY DAMAGE AND PERSONAL INJURY CAUSED BY SELLER'S NEGLIGENCE --THE AMOUNT OF THE PROVEN DIRECT DAMAGES; 4) FOR EVERYTHING OTHER THAN AS SET FORTH ABOVE --THE AMOUNT OF THE PROVEN DIRECT DAMAGES NOT TO EXCEED $[***] PER OCCURRENCE INCLUDING AWARDED COUNSEL FEES AND COSTS. (b) NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, SELLER, ITS AFFILIATES AND THEIR EMPLOYEES, AND AGENTS, AND ITS SUPPLIERS SHALL NOT BE LIABLE FOR ANY INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES OR LOST PROFITS, REVENUES OR SAVINGS ARISING OUT OF THIS AGREEMENT, OR THE USE OR PERFORMANCE OF ANY PRODUCT, LICENSED MATERIALS, OR SERVICES, WHETHER IN AN ACTION FOR OR ARISING OUT OF BREACH OF CONTRACT, TORT, INCLUDING NEGLIGENCE, OR STRICT LIABILITY. THIS SECTION, 1.16(B), SHALL SURVIVE FAILURE OF AN EXCLUSIVE OR LIMITED REMEDY. (c) CUSTOMER SHALL GIVE SELLER PROMPT WRITTEN NOTICE OF ANY CLAIM. ANY ACTION OR PROCEEDING AGAINST SELLER MUST BE BROUGHT WITHIN THE GREATER OF [***] ([***])[***] OR THE TIME PERIOD SPECIFIED WITHIN THE APPLICABLE STATUTE OF LIMITATION AFTER THE CAUSE OF ACTION ACCRUES.

Customer’s Remedies. (a) CUSTOMER'S EXCLUSIVE REMEDIES AND THE ENTIRE LIABILITY OF SELLER, ITS AFFILIATES AND THEIR EMPLOYEES, AND AGENTS, AND ITS SUPPLIERS FOR ANY CLAIM, LOSS, DAMAGE OR EXPENSE OF CUSTOMER OR ANY OTHER ENTITY ARISING OUT OF THIS AGREEMENT, OR THE USE OR PERFORMANCE OF ANY PRODUCT, LICENSED MATERIALS, OR SERVICES, WHETHER IN AN ACTION FOR OR ARISING OUT OF BREACH OF CONTRACT, TORT, INCLUDING NEGLIGENCE, INDEMNITY, OR STRICT LIABILITY, SHALL BE AS FOLLOWS: 1) FOR INFRINGEMENT --THE -- THE REMEDY SET FORTH IN THE "INFRINGEMENT" SECTION; 2) FOR THE NON-PERFORMANCE OF PRODUCTS, SOFTWARE, AND SERVICES DURING THE WARRANTY PERIOD --THE -- THE REMEDY SET FORTH IN THE APPLICABLE "WARRANTY" SECTION; 3) FOR TANGIBLE PROPERTY DAMAGE AND PERSONAL INJURY CAUSED BY SELLER'S NEGLIGENCE --THE -- THE AMOUNT OF THE PROVEN DIRECT DAMAGES; 4) FOR EVERYTHING OTHER THAN AS SET FORTH ABOVE --THE -- THE AMOUNT OF THE PROVEN DIRECT DAMAGES NOT TO EXCEED $[***] 100,000 PER OCCURRENCE INCLUDING AWARDED COUNSEL FEES AND COSTS. (b) NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, SELLER, ITS AFFILIATES AND THEIR EMPLOYEES, AND AGENTS, AND ITS SUPPLIERS SHALL NOT BE LIABLE FOR ANY INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES OR LOST PROFITS, REVENUES OR SAVINGS ARISING OUT OF THIS AGREEMENT, OR THE USE OR PERFORMANCE OF ANY PRODUCT, LICENSED MATERIALS, OR SERVICES, WHETHER IN AN ACTION FOR OR ARISING OUT OF BREACH OF CONTRACT, TORT, Lucent Technologies Proprietary 13 18 INCLUDING NEGLIGENCE, OR STRICT LIABILITY. THIS SECTION, 1.16(B), SHALL SURVIVE FAILURE OF AN EXCLUSIVE OR LIMITED REMEDY. (c) CUSTOMER SHALL GIVE SELLER PROMPT WRITTEN NOTICE OF ANY CLAIM. ANY ACTION OR PROCEEDING AGAINST SELLER MUST BE BROUGHT WITHIN THE GREATER OF [***] TWENTY-FOUR ([***])[***] OR THE TIME PERIOD SPECIFIED WITHIN THE APPLICABLE STATUTE OF LIMITATION 24) MONTHS AFTER THE CAUSE OF ACTION ACCRUES.

Customer’s Remedies. (a) A. CUSTOMER'S EXCLUSIVE REMEDIES AND THE ENTIRE LIABILITY OF SELLER, ITS AFFILIATES AND THEIR EMPLOYEES, AND AGENTS, AND ITS SUPPLIERS FOR ANY CLAIM, LOSS, DAMAGE OR EXPENSE OF CUSTOMER OR ANY OTHER ENTITY ARISING OUT OF THIS AGREEMENT, OR THE USE OR PERFORMANCE OF ANY PRODUCT, LICENSED MATERIALS, OR SERVICES, WHETHER IN AN ACTION FOR OR ARISING OUT OF BREACH OF CONTRACT, TORT, INCLUDING NEGLIGENCE, INDEMNITY, OR STRICT LIABILITY, SHALL BE AS FOLLOWS: 1) FOR INFRINGEMENT --THE INFRINGEMENT-THE REMEDY SET FORTH IN THE "INFRINGEMENT" SECTIONCLAUSE; 2) FOR THE NON-PERFORMANCE OR NONPERFORMANCE OF PRODUCTS, SOFTWARE, AND SERVICES DURING OR CLAIMS THAT THEY DO NOT CONFORM TO A WARRANTY-- THE WARRANTY PERIOD --THE REMEDY SET FORTH IN THE APPLICABLE "WARRANTY" SECTIONCLAUSE; 3) FOR TANGIBLE PROPERTY DAMAGE AND PERSONAL INJURY CAUSED BY SELLER'S NEGLIGENCE --THE NEGLIGENCE--THE AMOUNT OF THE PROVEN DIRECT DAMAGES; 4) FOR EVERYTHING OTHER THAN AS SET FORTH ABOVE --THE ABOVE--THE AMOUNT OF THE PROVEN DIRECT DAMAGES NOT TO EXCEED $[***] PER OCCURRENCE ** INCLUDING AWARDED COUNSEL FEES AND COSTS.. Lucent Technologies Proprietary -7- (b) B. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, SELLER, ITS AFFILIATES AND THEIR EMPLOYEES, AND AGENTS, AND ITS SUPPLIERS SHALL NOT BE LIABLE FOR ANY INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES OR LOST PROFITS, REVENUES OR SAVINGS ARISING OUT OF THIS AGREEMENT, OR THE USE OR PERFORMANCE OF ANY PRODUCT, LICENSED MATERIALS, OR SERVICES, WHETHER IN AN ACTION FOR OR ARISING OUT OF BREACH OF CONTRACT, TORT, INCLUDING NEGLIGENCE, OR STRICT LIABILITY. THIS SECTIONCLAUSE, 1.16(B), SHALL SURVIVE FAILURE OF AN EXCLUSIVE OR LIMITED REMEDY. (c) C. CUSTOMER SHALL GIVE SELLER PROMPT WRITTEN NOTICE OF ANY CLAIM. ANY ACTION OR PROCEEDING AGAINST SELLER MUST BE BROUGHT WITHIN THE GREATER OF [***] TWENTY-FOUR ([***])[***] OR THE TIME PERIOD SPECIFIED WITHIN THE APPLICABLE STATUTE OF LIMITATION 24) MONTHS AFTER THE CAUSE OF ACTION ACCRUES.

Customer’s Remedies. (a) CUSTOMER'S EXCLUSIVE REMEDIES AND THE ENTIRE LIABILITY OF SELLER, ITS AFFILIATES AND THEIR EMPLOYEES, AND AGENTS, AND ITS SUPPLIERS FOR ANY CLAIM, LOSS, DAMAGE OR EXPENSE OF CUSTOMER OR ANY OTHER ENTITY ARISING OUT OF THIS AGREEMENT, OR THE USE OR PERFORMANCE OF ANY PRODUCT, LICENSED MATERIALS, OR SERVICES, WHETHER IN AN ACTION FOR OR ARISING OUT OF BREACH OF CONTRACT, TORT, INCLUDING NEGLIGENCE, INDEMNITY, OR STRICT LIABILITY, SHALL BE AS FOLLOWS: 1) FOR INFRINGEMENT --THE INFRINGEMENT--THE REMEDY SET FORTH IN THE "INFRINGEMENT" SECTION; 2) FOR THE NON-PERFORMANCE OF PRODUCTS, SOFTWARE, AND SERVICES DURING THE WARRANTY PERIOD --THE PERIOD--THE REMEDY SET FORTH IN THE APPLICABLE "WARRANTY" SECTION; 3) FOR TANGIBLE PROPERTY DAMAGE AND PERSONAL INJURY CAUSED BY SELLER'S NEGLIGENCE --THE NEGLIGENCE--THE AMOUNT OF THE PROVEN DIRECT DAMAGES; 4) FOR EVERYTHING OTHER THAN AS SET FORTH ABOVE --THE ABOVE--THE AMOUNT OF THE PROVEN DIRECT DAMAGES NOT TO EXCEED $[***] 100,000 PER OCCURRENCE INCLUDING AWARDED COUNSEL FEES AND COSTS. (b) NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, SELLER, ITS AFFILIATES AND THEIR EMPLOYEES, AND AGENTS, AND ITS SUPPLIERS SHALL NOT BE LIABLE FOR ANY INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES OR LOST PROFITS, REVENUES OR SAVINGS ARISING OUT OF THIS AGREEMENT, OR THE USE OR PERFORMANCE OF ANY PRODUCT, LICENSED MATERIALS, OR SERVICES, WHETHER IN AN ACTION FOR OR ARISING OUT OF BREACH OF CONTRACT, TORT, INCLUDING NEGLIGENCE, OR STRICT LIABILITY. THIS SECTION, 1.16(B), SHALL SURVIVE FAILURE OF AN EXCLUSIVE OR LIMITED REMEDY. (c) CUSTOMER SHALL GIVE SELLER PROMPT WRITTEN NOTICE OF ANY CLAIM. ANY ACTION OR PROCEEDING AGAINST SELLER MUST BE BROUGHT WITHIN THE GREATER OF [***] TWENTY-FOUR ([***])[***] OR THE TIME PERIOD SPECIFIED WITHIN THE APPLICABLE STATUTE OF LIMITATION 24) MONTHS AFTER THE CAUSE OF ACTION ACCRUES.. Lucent Technologies Proprietary

Customer’s Remedies. (a) A. SUBJECT TO SECTION 1.16D BELOW, CUSTOMER'S EXCLUSIVE REMEDIES AND THE ENTIRE LIABILITY OF SELLER, ITS AFFILIATES AND THEIR EMPLOYEES, AND AGENTS, AND ITS SUPPLIERS FOR ANY CLAIM, LOSS, DAMAGE OR EXPENSE OF CUSTOMER OR ANY OTHER ENTITY ARISING OUT OF THIS AGREEMENT, OR THE USE OR PERFORMANCE OF ANY PRODUCT, LICENSED MATERIALS, OR SERVICES, WHETHER IN AN ACTION FOR OR ARISING OUT OF BREACH OF CONTRACT, TORT, INCLUDING NEGLIGENCE, INDEMNITY, OR STRICT LIABILITY, SHALL BE AS FOLLOWS: 1) FOR INFRINGEMENT --THE INFRINGEMENT--THE REMEDY SET FORTH IN THE "INFRINGEMENT" SECTIONCLAUSE; 2) FOR THE NON-PERFORMANCE OR NONPERFORMANCE OF PRODUCTS, SOFTWARE, AND SERVICES DURING OR CLAIMS THAT THEY DO NOT CONFORM TO A WARRANTY--THE WARRANTY PERIOD --THE REMEDY SET FORTH IN THE APPLICABLE "WARRANTY" SECTIONCLAUSE; 3) FOR TANGIBLE PROPERTY DAMAGE AND PERSONAL INJURY CAUSED BY SELLER'S NEGLIGENCE --THE ACTS OR OMISSIONS--THE AMOUNT OF THE PROVEN DIRECT DAMAGESAWARDED DAMAGES TOGETHER WITH THE ACTUAL OUT-OF-POCKET COSTS AND EXPENSES INCURRED BY CUSTOMER IN CONNECTION WITH DEFENDING ANY CLAIMS OR ACTIONS BROUGHT AGAINST Lucent Technologies Proprietary -9- Contract No.: LNM970313MP CUSTOMER AS A RESULT OF SELLER'S LIABILITY HEREUNDER; PROVIDED, HOWEVER, THAT SELLER SHALL ALSO BE LIABLE TO CUSTOMER FOR AWARDED PUNITIVE AND EXEMPLARY DAMAGES WHICH RESULT FROM SELLER'S TORTIOUS CONDUCT; 4) FOR EVERYTHING OTHER THAN AS SET FORTH ABOVE --THE ABOVE--THE AMOUNT OF THE PROVEN DIRECT DAMAGES NOT TO EXCEED $[***] PER OCCURRENCE INCLUDING AWARDED COUNSEL FEES AND COSTS. COSTS UNDER OR ARISING OUT OF THIS AGREEMENT SHALL NOT TO EXCEED THE GREATER OF (a) TEN PERCENT (10%) OF THE TOTAL AMOUNT THEN INVOICED BY SELLER FOR PURCHASES MADE UNDER THIS AGREEMENT, OR (b) $3,500,000. B. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, HOWEVER SUBJECT TO SELLER'S LIABILITY FOR AWARDED PUNITIVE AND EXEMPLARY DAMAGES FOR TORTIOUS CONDUCT UNDER SECTION 1.16A(3) ABOVE, NEITHER CUSTOMER NOR SELLER, ITS AFFILIATES AND THEIR EMPLOYEES, AND AGENTS, AND ITS SUPPLIERS SHALL NOT BE LIABLE FOR ANY INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES OR LOST PROFITS, REVENUES OR SAVINGS ARISING OUT OF THIS AGREEMENT, OR THE USE OR PERFORMANCE OF ANY PRODUCT, LICENSED MATERIALS, OR SERVICES, WHETHER IN AN ACTION FOR OR ARISING OUT OF BREACH OF CONTRACT, TORT, INCLUDING NEGLIGENCE, OR STRICT LIABILITY. THIS SECTIONCLAUSE, 1.16(B), SHALL SURVIVE FAILURE OF AN EXCLUSIVE OR LIMITED REMEDY. (c) CUSTOMER C. EACH PARTY SHALL GIVE SELLER THE OTHER PROMPT WRITTEN NOTICE OF ANY CLAIM. ANY ACTION OR PROCEEDING AGAINST SELLER EITHER PARTY MUST BE BROUGHT WITHIN THE GREATER OF [***] TWENTY-FOUR ([***])[***] OR THE TIME PERIOD SPECIFIED WITHIN THE APPLICABLE STATUTE OF LIMITATION 24) MONTHS AFTER THE CAUSE OF ACTION ACCRUES. D. NOTHING HEREIN SHALL BE CONSTRUED AS LIMITING EITHER PARTY'S RIGHT TO BRING AN ACTION TO ENFORCE THE EXPRESS PROVISIONS OF THIS AGREEMENT.

Customer’s Remedies. (a) CUSTOMER'S EXCLUSIVE REMEDIES AND THE ENTIRE LIABILITY OF SELLER, ITS AFFILIATES AND THEIR EMPLOYEES, AND AGENTS, AND ITS SUPPLIERS FOR ANY CLAIM, LOSS, DAMAGE DAMAGE, OR EXPENSE OF CUSTOMER OR ANY OTHER ENTITY ARISING OUT OF THIS AGREEMENT, OR THE USE OR PERFORMANCE OF ANY PRODUCT, LICENSED MATERIALS, OR SERVICES, WHETHER IN AN ACTION FOR OR ARISING OUT OF BREACH OF CONTRACT, TORT, INCLUDING NEGLIGENCE, INDEMNITY, OR STRICT LIABILITY, SHALL BE AS FOLLOWS: 1) FOR INFRINGEMENT --THE - THE REMEDY SET FORTH IN THE "INFRINGEMENT" ' SECTION; 2) FOR THE NON-PERFORMANCE OF PRODUCTS, SOFTWARE, AND SERVICES DURING THE WARRANTY PERIOD --THE - THE REMEDY SET FORTH IN THE APPLICABLE "WARRANTY" WARRANTY SECTION; 3) FOR TANGIBLE PROPERTY DAMAGE AND PERSONAL INJURY CAUSED BY SELLER'S NEGLIGENCE --THE - THE AMOUNT OF THE PROVEN DIRECT DAMAGES; 4) FOR EVERYTHING OTHER THAN AS SET FORTH ABOVE --THE - THE AMOUNT OF THE PROVEN DIRECT DAMAGES NOT TO EXCEED $[***] 100,000 PER OCCURRENCE INCLUDING AWARDED COUNSEL FEES AND COSTS. (b) NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, SELLER, ITS AFFILIATES AND THEIR EMPLOYEES, AND AGENTS, AND ITS SUPPLIERS SHALL NOT BE LIABLE FOR ANY INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES OR LOST PROFITS, REVENUES OR SAVINGS ARISING OUT OF THIS AGREEMENT, OR THE USE OR PERFORMANCE OF ANY PRODUCT, LICENSED MATERIALS, OR SERVICES, WHETHER IN AN ACTION FOR OR ARISING OUT OF BREACH OF CONTRACT, TORT, INCLUDING NEGLIGENCE, OR STRICT LIABILITY. THIS SECTION, SECTION 1.16(B), SHALL SURVIVE FAILURE OF AN EXCLUSIVE OR LIMITED REMEDY. (c) CUSTOMER SHALL GIVE SELLER PROMPT WRITTEN NOTICE OF ANY CLAIM. ANY ACTION OR PROCEEDING AGAINST SELLER MUST BE BROUGHT WITHIN THE GREATER OF [***] TWENTY-FOUR ([***])[***] OR THE TIME PERIOD SPECIFIED WITHIN THE APPLICABLE STATUTE OF LIMITATION 24) MONTHS AFTER THE CAUSE OF ACTION ACCRUES.

Customer’s Remedies. (a) CUSTOMER'S EXCLUSIVE REMEDIES AND THE ENTIRE LIABILITY OF SELLERCustomer's exclusive remedies and the entire liability of Seller and its affiliates and their employees and agents for any claim, ITS AFFILIATES AND THEIR EMPLOYEESloss, damage, or expense of Customer or any other entity arising out of this Agreement, or the use or performance of any Product, Licensed Material, or Service, whether in an action for or arising out of breach of contract, tort, including negligence indemnity, or strict liability shall be as follows: (1) For infringement--the remedy set forth in the "PATENTS, TRADEMARKS, AND AGENTS, AND ITS SUPPLIERS FOR ANY CLAIM, LOSS, DAMAGE OR EXPENSE OF CUSTOMER OR ANY OTHER ENTITY ARISING OUT OF THIS AGREEMENT, OR THE USE OR PERFORMANCE OF ANY PRODUCT, LICENSED MATERIALS, OR SERVICES, WHETHER IN AN ACTION FOR OR ARISING OUT OF BREACH OF CONTRACT, TORT, INCLUDING NEGLIGENCE, INDEMNITY, OR STRICT LIABILITY, SHALL BE AS FOLLOWS: 1) FOR INFRINGEMENT --THE REMEDY SET FORTH IN THE "INFRINGEMENTCOPYRIGHTS" SECTIONclause; (2) FOR THE NON-PERFORMANCE OF PRODUCTSFor the performance of Products, SOFTWARETurnkey Items, AND SERVICES DURING THE WARRANTY PERIOD --THE REMEDY SET FORTH IN THE APPLICABLE Software, Services, and Turnkey Services or claims that they do not conform to a warranty--the remedy set forth in the applicable "WARRANTY" SECTIONclause; (3) FOR TANGIBLE PROPERTY DAMAGE AND PERSONAL INJURY CAUSED BY SELLER'S NEGLIGENCE --THE AMOUNT OF THE PROVEN DIRECT DAMAGESFor tangible property damage and personal injury caused by Seller's negligence--the amount of direct damage; (4) FOR EVERYTHING OTHER THAN AS SET FORTH ABOVE --THE AMOUNT OF THE PROVEN DIRECT DAMAGES NOT TO EXCEED $[***] PER OCCURRENCE INCLUDING AWARDED COUNSEL FEES AND COSTSFor everything other than as set forth above--the amount of direct damages not to exceed. (b) NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, SELLEROTHER THAN SUBSECTION (A) ABOVE AND ANY OTHER EXPRESS REMEDY SET FORTH IN THIS AGREEMENT, NEITHER PARTY NOR ITS AFFILIATES, ITS AFFILIATES AND THEIR EMPLOYEES, AND AGENTS, AND ITS SUPPLIERS EMPLOYEES OR AGENTS SHALL NOT BE LIABLE FOR ANY INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES DAMAGE OR LOST PROFITS, REVENUES OR SAVINGS ARISING OUT OF THIS AGREEMENT, OR THE USE OR PERFORMANCE OF ANY PRODUCT, LICENSED MATERIALS, OR TURNKEY ITEMS, SERVICES, TURNKEY SERVICES, OR OTHER ITEMS WHETHER IN AN ACTION FOR OR ARISING OUT OF BREACH OF CONTRACT, TORT, INCLUDING NEGLIGENCE, OR STRICT LIABILITY. THIS SECTION, 1.16(B), CLAUSE 1.26(b) SHALL SURVIVE FAILURE OF AN EXCLUSIVE OR LIMITED REMEDY. (c) CUSTOMER SHALL GIVE SELLER PROMPT WRITTEN NOTICE OF ANY CLAIMCustomer shall give Seller prompt notice of any claim. ANY ACTION OR PROCEEDING AGAINST SELLER MUST BE BROUGHT WITHIN THE GREATER OF [***] Any action or proceeding against Seller must be brought within the earlier of twenty-four ([***])[***] OR THE TIME PERIOD SPECIFIED WITHIN THE APPLICABLE STATUTE OF LIMITATION AFTER THE CAUSE OF ACTION ACCRUES24) months after the Customer has knowledge of the existence of a cause of action or the end of the applicable period for limitation of actions.

Customer’s Remedies. (a) CUSTOMER'S EXCLUSIVE REMEDIES AND THE ENTIRE LIABILITY OF SELLER, ITS AFFILIATES AND THEIR EMPLOYEES, AND AGENTS, AND ITS SUPPLIERS SELLERS FOR LUCENT TECHNOLOGIES/▇▇.▇▇▇ PROPRIETARY ANY CLAIM, LOSS, DAMAGE OR EXPENSE OF CUSTOMER OR ANY OTHER ENTITY ARISING OUT OF THIS AGREEMENT, OR THE USE USE, PERFORMANCE, OR NON-PERFORMANCE OF ANY PRODUCT, LICENSED MATERIALS, OR SERVICES, WHETHER IN AN ACTION FOR OR ARISING OUT OF BREACH OF CONTRACT, TORT, INCLUDING NEGLIGENCE, INDEMNITY, OR STRICT LIABILITY, SHALL BE AS FOLLOWS: 1) . FOR INFRINGEMENT --THE - THE REMEDY SET FORTH IN THE "INFRINGEMENT" SECTIONSECTION 3.11; 2) . FOR THE NON-PERFORMANCE OF PRODUCTS, PRODUCTS AND SOFTWARE, AND FOR THE PERFORMANCE OR NON-PERFORMANCE OF SERVICES DURING THE WARRANTY PERIOD --THE - THE REMEDY SET FORTH IN THE APPLICABLE "WARRANTY" SECTIONSECTION OF ARTICLE VII; 3) . FOR TANGIBLE PROPERTY DAMAGE TO CUSTOMER'S PROPERTY AND PERSONAL INJURY CAUSED BY SELLER'S NEGLIGENCE --THE AND WILLFUL MISCONDUCT - THE AMOUNT OF THE PROVEN DIRECT DAMAGES;; AND FOR THE REMEDY SET FORTH IN SECTION 3.10A. 4) . FOR EVERYTHING OTHER THAN AS SET FORTH ABOVE --THE - THE AMOUNT OF THE PROVEN DIRECT DAMAGES NOT TO EXCEED $[***] 250,000 PER OCCURRENCE OCCURRENCE, INCLUDING AWARDED COUNSEL FEES AND COSTS. (b) . PROVIDED HOWEVER THAT THIS SECTION 3.12.4 SHALL NOT APPLY TO THE REMEDY SET FORTH IN SECTION 7.1 RELATING TO REMOVAL AND REINSTALLATION EXPENSES ARISING FROM A DEFECT IN SELLER'S FIBER OPTIC PRODUCTS. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, SELLER, ITS AFFILIATES AND THEIR EMPLOYEES, AND AGENTS, AND ITS SUPPLIERS SELLERS SHALL NOT BE LIABLE FOR ANY INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES OR LOST PROFITS, REVENUES OR SAVINGS ARISING OUT OF THIS AGREEMENT, OR THE USE OR PERFORMANCE OF ANY PRODUCT, LICENSED MATERIALS, OR THE PROVISION OF SERVICES, WHETHER IN AN ACTION FOR OR ARISING OUT OF BREACH OF CONTRACT, TORT, INCLUDING NEGLIGENCE, OR STRICT LIABILITY. THIS SECTION, 1.16(B), SECTION SHALL SURVIVE FAILURE OF AN EXCLUSIVE OR LIMITED REMEDY. (c) . CUSTOMER SHALL GIVE SELLER PROMPT WRITTEN NOTICE OF ANY CLAIM. ANY ACTION OR PROCEEDING AGAINST SELLER MUST BE BROUGHT WITHIN THE GREATER OF [***] TWENTY-FOUR ([***])[***] OR THE TIME PERIOD SPECIFIED WITHIN THE APPLICABLE STATUTE OF LIMITATION 24) MONTHS AFTER THE CAUSE OF ACTION ACCRUES.. SELLER'S ENTIRE LIABILITY FOR ANY CLAIM OR LOSS, DAMAGE OR EXPENSE FROM ANY CAUSE WHATSOEVER (OTHER THAN SECTION 3.11) SHALL IN NO EVENT EXCEED THE TOTAL MONIES ACTUALLY PAID TO SELLER FOR PRODUCTS, LICENSED MATERIALS AND/OR SERVICES COVERED BY THE APPLICABLE ATTACHMENT(S) UNDER WHICH THE SPECIFIC PRODUCTS, LICENSED MATERIALS, OR SERVICES COVERED BY THE APPLICABLE ATTACHMENT THAT GIVE RISE TO THE CLAIM WERE PURCHASED. NO ACTION OR PROCEEDING AGAINST SELLER MAY BE COMMENCED MORE THAN TWO YEARS AFTER THE SERVICES ARE RENDERED. THIS CLAUSE SHALL SURVIVE FAILURE OF AN EXCLUSIVE REMEDY

Customer’s Remedies. (a) CUSTOMER'S EXCLUSIVE REMEDIES AND THE ENTIRE LIABILITY OF SELLERCustomer's exclusive remedies and the entire liability of Seller and its affiliates and their employees and agents for any claim, ITS AFFILIATES AND THEIR EMPLOYEESloss, damage, or expense of Customer or any other entity arising out of this Agreement, or the use or performance of any Product, Licensed Material, or Service, whether in an action for or arising out of breach of contract, tort, including negligence indemnity, or strict liability shall be as follows: (1) For infringement-the remedy set forth in the "PATENTS, TRADEMARKS, AND AGENTS, AND ITS SUPPLIERS FOR ANY CLAIM, LOSS, DAMAGE OR EXPENSE OF CUSTOMER OR ANY OTHER ENTITY ARISING OUT OF THIS AGREEMENT, OR THE USE OR PERFORMANCE OF ANY PRODUCT, LICENSED MATERIALS, OR SERVICES, WHETHER IN AN ACTION FOR OR ARISING OUT OF BREACH OF CONTRACT, TORT, INCLUDING NEGLIGENCE, INDEMNITY, OR STRICT LIABILITY, SHALL BE AS FOLLOWS: 1) FOR INFRINGEMENT --THE REMEDY SET FORTH IN THE "INFRINGEMENTCOPYRIGHTS" SECTIONclause; (2) FOR THE NONFor the performance of Products, Software and Services, or claims that they do not conform to a warranty-PERFORMANCE OF PRODUCTS, SOFTWARE, AND SERVICES DURING THE WARRANTY PERIOD --THE REMEDY SET FORTH IN THE APPLICABLE the remedy set forth in the applicable "WARRANTY" SECTIONclause; (3) FOR TANGIBLE PROPERTY DAMAGE AND PERSONAL INJURY CAUSED BY SELLER'S NEGLIGENCE --THE AMOUNT OF THE PROVEN DIRECT DAMAGES; 4) FOR EVERYTHING OTHER THAN AS SET FORTH ABOVE --THE AMOUNT OF THE PROVEN DIRECT DAMAGES NOT TO EXCEED $[***] PER OCCURRENCE INCLUDING AWARDED COUNSEL FEES AND COSTSFor "Class A and B Changes" - the obligations set forth in Section 2.10. (4) For tangible property damage and personal injury caused by negligence or willful misconduct of Seller, its employees, subcontractors or agents-the amount of direct damage; (5) For delays in System Acceptance-the remedy set forth in the "Completion Delay" clause; (6) For everything other than as set forth above--the amount of direct damages not to exceed $2,000,000 per occurrence plus awarded counsel fees and costs. b) NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, SELLER, ITS NEITHER CUSTOMER NOR SELLER NOR THEIR AFFILIATES AND THEIR EMPLOYEES, EMPLOYEES AND AGENTS, AND ITS SUPPLIERS AGENTS SHALL NOT BE LIABLE FOR ANY INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES DAMAGE OR LOST PROFITS, REVENUES OR SAVINGS ARISING OUT OF THIS AGREEMENT, OR THE USE OR PERFORMANCE OF ANY PRODUCT, LICENSED MATERIALS, MATERIALS OR SERVICES, WHETHER IN AN ACTION FOR OR ARISING OUT OF BREACH OF CONTRACT, TORT, INCLUDING NEGLIGENCE, OR STRICT LIABILITY. THIS SECTION, 1.16(B), CLAUSE 1.30(b) SHALL SURVIVE FAILURE OF AN EXCLUSIVE OR LIMITED REMEDY, PROVIDED THAT THIS CLAUSE SHALL NOT BE DEEMED TO LIMIT CUSTOMER'S RIGHTS UNDER SECTION 1.25, "PATENTS, TRADEMARKS AND COPYRIGHTS". (c) CUSTOMER SHALL GIVE SELLER PROMPT WRITTEN NOTICE OF ANY CLAIMCustomer shall give Seller prompt notice of any claim and Seller shall give Customer prompt notice of any claim. ANY ACTION OR PROCEEDING AGAINST SELLER MUST BE BROUGHT WITHIN THE GREATER OF [***] Any action or proceeding against Seller or Customer must be brought within twenty-four ([***])[***] OR THE TIME PERIOD SPECIFIED WITHIN THE APPLICABLE STATUTE OF LIMITATION AFTER THE CAUSE OF ACTION ACCRUES24) months after the cause of action accrues.

Customer’s Remedies. (a) CUSTOMER'S EXCLUSIVE REMEDIES AND THE ENTIRE LIABILITY OF SELLERCustomer's exclusive remedies and the entire liability of Seller and its affiliates and their employees and agents for any claim, ITS AFFILIATES AND THEIR EMPLOYEESloss, AND AGENTSdamage, AND ITS SUPPLIERS FOR ANY CLAIMor expense of Customer or any other entity arising out of this Agreement, LOSSor the use or performance of any Product, DAMAGE OR EXPENSE OF CUSTOMER OR ANY OTHER ENTITY ARISING OUT OF THIS AGREEMENTLicensed Material, OR THE USE OR PERFORMANCE OF ANY PRODUCTor Service, LICENSED MATERIALSwhether in an action for or arising out of breach of contract, OR SERVICEStort, WHETHER IN AN ACTION FOR OR ARISING OUT OF BREACH OF CONTRACTincluding negligence indemnity, TORT, INCLUDING NEGLIGENCE, INDEMNITY, OR STRICT LIABILITY, SHALL BE AS FOLLOWSor strict liability shall be as follows: (1) FOR INFRINGEMENT --THE REMEDY SET FORTH IN THE For infringement -- the remedy set forth in the "INFRINGEMENTPATENTS, TRADEMARKS AND COPYRIGHTS" SECTIONclause; (2) FOR THE NON-PERFORMANCE OF PRODUCTSFor the performance of Products, SOFTWARESoftware, AND SERVICES DURING THE WARRANTY PERIOD --THE REMEDY SET FORTH IN THE APPLICABLE and Services or claims that they do not conform to a warranty -- the remedy set forth in the applicable "WARRANTY" SECTIONclause; (3) FOR TANGIBLE PROPERTY DAMAGE AND PERSONAL INJURY CAUSED BY SELLER'S NEGLIGENCE --THE AMOUNT OF THE PROVEN DIRECT DAMAGESFor tangible property damage and personal injury caused by Seller's negligence, gross negligence, recklessness, willful misconduct or breach of the representation contained in Section 2.4 of this Agreement -- *___________________________*; (4) FOR EVERYTHING OTHER THAN AS SET FORTH ABOVE --THE AMOUNT OF THE PROVEN DIRECT DAMAGES NOT TO EXCEED $[For System Outages -- the remedy set forth in the "SYSTEM OUTAGES" clause (Section 2.2); and (5) For everything other than as set forth above--*_______________________________________________________ __________________________________________**] PER OCCURRENCE INCLUDING AWARDED COUNSEL FEES AND COSTS. (b) NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, SELLER, ITS AFFILIATES NEITHER SELLER NOR CUSTOMER (AND THEIR EMPLOYEESRESPECTIVE AFFILIATES, EMPLOYEES AND AGENTS, AND ITS SUPPLIERS ) SHALL NOT BE LIABLE FOR ANY INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES DAMAGE OR LOST PROFITS, REVENUES OR SAVINGS ARISING OUT OF THIS AGREEMENT, OR THE USE OR PERFORMANCE OF ANY PRODUCT, LICENSED MATERIALS, SERVICES OR NEXTWAVE SERVICES, WHETHER IN AN ACTION FOR OR ARISING OUT OF BREACH OF CONTRACT, TORT, INCLUDING NEGLIGENCE, OR LUCENT TECHNOLOGIES PROPRIETARY * CONFIDENTIAL TREATMENT REQUESTED 19 STRICT LIABILITY. THIS SECTION, 1.16(B), CLAUSE 1.26(b) SHALL SURVIVE FAILURE OF AN EXCLUSIVE OR LIMITED REMEDY. (c) CUSTOMER SHALL GIVE SELLER PROMPT WRITTEN NOTICE OF ANY CLAIMCustomer shall give Seller prompt notice of any claim. ANY ACTION OR PROCEEDING AGAINST SELLER MUST BE BROUGHT WITHIN THE GREATER OF [***] Any action or proceeding against Seller must be brought within twenty-four ([***])[***] OR THE TIME PERIOD SPECIFIED WITHIN THE APPLICABLE STATUTE OF LIMITATION AFTER THE CAUSE OF ACTION ACCRUES24) months after the cause of action accrues.

Customer’s Remedies. (a) CUSTOMER'S EXCLUSIVE REMEDIES AND THE ENTIRE LIABILITY OF SELLERCustomer's exclusive remedies and the entire liability of Seller and its Affiliates and their respective employees and agents for any claim, ITS AFFILIATES AND THEIR EMPLOYEESloss, damage, or expense of Customer or any other entity arising out of this Agreement, or the use or performance of any Product, Licensed Material, or Service, whether in an action for or arising out of breach of contract, tort, including negligence indemnity, or strict liability shall be as follows: (1) For infringement--the remedy set forth in the "PATENTS, TRADEMARKS, AND AGENTS, AND ITS SUPPLIERS FOR ANY CLAIM, LOSS, DAMAGE OR EXPENSE OF CUSTOMER OR ANY OTHER ENTITY ARISING OUT OF THIS AGREEMENT, OR THE USE OR PERFORMANCE OF ANY PRODUCT, LICENSED MATERIALS, OR SERVICES, WHETHER IN AN ACTION FOR OR ARISING OUT OF BREACH OF CONTRACT, TORT, INCLUDING NEGLIGENCE, INDEMNITY, OR STRICT LIABILITY, SHALL BE AS FOLLOWS: 1) FOR INFRINGEMENT --THE REMEDY SET FORTH IN THE "INFRINGEMENTCOPYRIGHTS" SECTIONclause; (2) FOR THE NON-PERFORMANCE OF PRODUCTSFor the performance of Products, SOFTWARETurnkey Items, AND SERVICES DURING THE WARRANTY PERIOD --THE REMEDY SET FORTH IN THE APPLICABLE Software, Services, and Turnkey Services or claims that they do not conform to a warranty--the remedy set forth in the applicable "WARRANTY" SECTIONclause; (3) FOR TANGIBLE PROPERTY DAMAGE AND PERSONAL INJURY CAUSED BY SELLER'S NEGLIGENCE --THE AMOUNT OF THE PROVEN DIRECT DAMAGESFor tangible property damage and personal injury caused by Seller's negligence--the amount of direct damage; (4) FOR EVERYTHING OTHER THAN AS SET FORTH ABOVE --THE AMOUNT OF THE PROVEN DIRECT DAMAGES NOT TO EXCEED $[***For everything other than as set forth above--the amount of direct damages not to exceed [ * ] PER OCCURRENCE INCLUDING AWARDED COUNSEL FEES AND COSTSper claim. (b) NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, SELLEROTHER THAN SUBSECTION (a) ABOVE AND ANY OTHER EXPRESS REMEDY SET FORTH IN THIS AGREEMENT, NEITHER PARTY NOR ITS RESPECTIVE AFFILIATES, ITS AFFILIATES AND THEIR EMPLOYEES, AND AGENTS, AND ITS SUPPLIERS EMPLOYEES OR AGENTS SHALL NOT BE LIABLE FOR ANY INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES DAMAGE OR LOST PROFITS, REVENUES OR SAVINGS ARISING OUT OF THIS AGREEMENT, OR THE USE OR PERFORMANCE OF ANY PRODUCT, LICENSED MATERIALS, OR TURNKEY ITEMS, SERVICES, TURNKEY SERVICES, OR OTHER ITEMS WHETHER IN AN ACTION FOR OR ARISING OUT OF BREACH OF CONTRACT, TORT, INCLUDING NEGLIGENCE, OR STRICT LIABILITY. THIS SECTION, 1.16(B), CLAUSE 1.28(b) SHALL SURVIVE FAILURE OF AN EXCLUSIVE OR LIMITED REMEDY. (c) CUSTOMER SHALL GIVE SELLER PROMPT WRITTEN NOTICE OF ANY CLAIMCustomer shall give Seller prompt notice of any claim. ANY ACTION OR PROCEEDING AGAINST SELLER MUST BE BROUGHT WITHIN THE GREATER OF [***] Any action or proceeding against Seller must be brought within the earlier of twenty-four ([***])[***] OR THE TIME PERIOD SPECIFIED WITHIN THE APPLICABLE STATUTE OF LIMITATION AFTER THE CAUSE OF ACTION ACCRUES24) months after the Customer has knowledge of the existence of a cause of action or the end of the applicable period for limitation of actions.