Common use of Developed Materials Compliance Clause in Contracts

Developed Materials Compliance. Successful Respondent warrants and covenants that Developed Materials and Services shall be free from material errors in operation and performance, shall Comply in all material respects with the applicable documentation and Specifications, shall not infringe the IP Rights of any third party, and shall provide the functions and features and operate in the manner described in Exhibit 1 SOW or otherwise agreed by the Parties (including in the Transition Plan), for the later of one hundred twenty (120) days and the completion of three (3) full production cycles involving such Developed Material. During such warranty period, Successful Respondent shall correct any failure to Comply at no additional charge to DIR and shall use commercially reasonable efforts to do so as expeditiously as possible. In the event that Successful Respondent fails or is unable to repair or replace such nonconforming Developed Material, DIR shall, in addition to any and all other remedies available to it hereunder, be entitled to obtain from Successful Respondent a copy of the source code and/or object code and/or other applicable documentation to such Developed Material, provided that with respect to any such provided source code for Successful Respondent owned Developed Materials, DIR (or its designee) may utilize such source code only for the repair or maintenance of such Successful Respondent owned Developed Material, and/or to facilitate the Termination Assistance Services to be provided by Successful Respondent during the Termination Assistance period (to the extent reasonably necessary for DIR to continue to have Services performed for it pursuant to the terms of this Agreement). The foregoing warranties and covenants will not extend to any failure of any Successful Respondent to Comply attributable to:

Developed Materials Compliance. Successful Respondent Service Provider warrants and covenants that Developed Materials and Services shall be free from material errors in operation and performance, shall Comply in all material respects with the applicable documentation and Specifications, shall not infringe the IP Rights of any third party, and shall provide the functions and features and operate in the manner described in Exhibit 1 SOW 2 or otherwise agreed by the Parties (including in the Transition Plan and Transformation Plan), for the later of one hundred twenty (120) days and the completion of three (3) full production cycles involving such Developed Material. During such warranty period, Successful Respondent Service Provider shall correct any failure to Comply at no additional charge to DIR and shall use commercially reasonable efforts to do so as expeditiously as possible. In the event that Successful Respondent Service Provider fails or is unable to repair or replace such nonconforming Developed Material, DIR shall, in addition to any and all other remedies available to it hereunder, be entitled to obtain from Successful Respondent Service Provider a copy of the source code and/or object code and/or other applicable documentation to such Developed Material, provided that with respect to any such provided source code for Successful Respondent Service Provider owned Developed Materials, DIR (or its designee) may utilize such source code only for the repair or maintenance of such Successful Respondent Service Provider owned Developed Material, and/or to facilitate the Termination Assistance Services to be provided by Successful Respondent Service Provider during the Termination Assistance period (to the extent reasonably necessary for DIR to continue to have Services performed for it pursuant to the terms of this Agreement). The foregoing warranties and covenants will not extend to any failure of any Successful Respondent to Comply attributable to:

Developed Materials Compliance. Successful Respondent Service Provider warrants and covenants that Developed Materials and Services shall be free from material errors in operation and performance, shall Comply in all material respects with the applicable documentation and Specifications, shall not infringe the IP Rights of any third party, and shall provide the functions and features and operate in the manner described in Exhibit 1 SOW 2 or otherwise agreed by the Parties (including in the Transition Plan and Transformation Plan), for the later of one hundred twenty (120) days and the completion of three (3) full production cycles involving such Developed Material. During such warranty period, Successful Respondent Service Provider shall correct any failure to Comply at no additional charge to DIR TxDOT and shall use commercially reasonable efforts to do so as expeditiously as possible. In the event that Successful Respondent Service Provider fails or is unable to repair or replace such nonconforming Developed Material, DIR TxDOT shall, in addition to any and all other remedies available to it hereunder, be entitled to obtain from Successful Respondent Service Provider a copy of the source code and/or object code and/or other applicable documentation to such Developed Material, provided that with respect to any such provided source code for Successful Respondent Service Provider owned Developed Materials, DIR TxDOT (or its designee) may utilize such source code only for the repair or maintenance of such Successful Respondent Service Provider owned Developed Material, and/or to facilitate the Termination Assistance Services to be provided by Successful Respondent Service Provider during the Termination Assistance period (to the extent reasonably necessary for DIR TxDOT to continue to have Services performed for it pursuant to the terms of this Agreement). The foregoing warranties and covenants will shall not extend to any failure of any Successful Respondent to Comply attributable to:to (i) any change or modification to the Developed Material not contemplated by this Agreement, performed by Service Provider or its Affiliate or Subcontractor, or recommended or approved in writing by Service Provider or (ii) TxDOT operating such Developed Material other than (A) in accordance with the applicable documentation and Specifications, (B) for the purpose(s) contemplated by this Agreement, or (C) on types of hardware contemplated by this Agreement or recommended, supplied or approved by Service Provider.

Developed Materials Compliance. Successful Respondent warrants and covenants that Developed Materials and Services shall be free from material errors in operation and performance, shall Comply in all material respects with the applicable documentation and Specifications, shall not infringe the IP Rights of any third party, and shall provide the functions and features and operate in the manner described in Exhibit 1 SOW or otherwise agreed by the Parties (including in the Transition Plan), for the later date of implementation into production thereof until the day that is one hundred twenty (120) days and thereafter (the completion of three (3“Warranty Period”) full production cycles involving such Developed Material. During such warranty periodWarranty Period, Successful Respondent shall correct any failure to Comply that is identified in writing during such Warranty Period, reasonably describing the failure at no additional charge to DIR and shall use commercially reasonable efforts to do so as expeditiously as possible. In the event that Successful Respondent fails or is unable to repair or replace such nonconforming Developed Material, DIR shall, in addition to any and all other remedies available to it hereunder, be entitled to obtain from Successful Respondent a copy of the source code and/or object code and/or other applicable documentation to such Developed Material, provided that with respect to any such provided source code for Successful Respondent owned Developed Materials, DIR (or its designee) may utilize such source code only for the repair or maintenance of such Successful Respondent owned Developed Material, and/or to facilitate the Termination Assistance Services to be provided by Successful Respondent during the Termination Assistance period (to the extent reasonably necessary for DIR to continue to have Services performed for it pursuant to the terms of this Agreement). The foregoing warranties and covenants will not extend to any failure of any Successful Respondent to Comply attributable to:

Developed Materials Compliance. Successful Respondent warrants and covenants that Developed Materials and Services shall be free from material errors in operation and performance, shall Comply in all material respects with the applicable documentation and Specifications, shall not infringe the United States IP Rights of any third party, and shall provide the functions and features and operate in the manner described in Exhibit 1 SOW or otherwise agreed by the Parties (including in the Transition Plan), for the later of one hundred twenty (120) days and the completion of three (3) full production cycles involving such Developed Material. During such warranty period, Successful Respondent shall correct any failure to Comply at no additional charge to DIR and shall use commercially reasonable efforts to do so as expeditiously as possible. In the event that Successful Respondent fails or is unable to repair or replace such nonconforming Developed Material, DIR shall, in addition to any and all other remedies available to it hereunder, be entitled to obtain from Successful Respondent a copy of the source code and/or object code and/or other applicable documentation to such Developed Material, provided that with respect to any such provided source code for Successful Respondent owned Developed Materials, DIR (or its designee) may utilize such source code only for the repair or maintenance of such Successful Respondent owned Developed Material, and/or to facilitate the Termination Assistance Services to be provided by Successful Respondent during the Termination Assistance period (to the extent reasonably necessary for DIR to continue to have Services performed for it pursuant to the terms of this Agreement). The foregoing warranties and covenants will not extend to any failure of any Successful Respondent to Comply attributable to:

Developed Materials Compliance. Successful Respondent warrants and covenants that Developed Materials and Services shall be free from material errors in operation and performance, shall Comply in all material respects with the applicable documentation and Specifications, shall not infringe the IP Rights of any third party, and shall provide the functions and features and operate in the manner described in Exhibit 1 SOW 2.0 Service Model or otherwise agreed by the Parties (including in the Transition Plan), for the later period of Successful Respondent’s maintenance responsibilities and until the day that is one hundred twenty (120) days and after the completion end of three (3) full production cycles such maintenance responsibilities involving such Developed MaterialMaterial (the “Warranty Period”). During such warranty periodWarranty Period, Successful Respondent shall correct any failure to Comply that is identified by DIR in writing during such maintenance period or subsequent Warranty Period, reasonably describing the failure, at no additional charge to DIR and shall use commercially reasonable efforts to do so as expeditiously as possible. In the event that Successful Respondent fails or is unable to repair or replace such nonconforming Developed Material, DIR shall, in addition to any and all other remedies available to it hereunder, be entitled to obtain from Successful Respondent a copy of the source code and/or object code and/or other applicable documentation to such Developed Material, provided that with respect to any such provided source code for Successful Respondent owned Developed Materials, DIR (or its designee) may utilize such source code only for the repair or maintenance of such Successful Respondent owned Developed Material, and/or to facilitate the Termination Assistance Services to be provided by Successful Respondent during the Termination Assistance period (to the extent reasonably necessary for DIR to continue to have Services performed for it pursuant to the terms of this Agreement). The foregoing warranties and covenants will not extend to any failure of any Successful Respondent to Comply attributable to:to (i) any change or modification to the Developed Material not contemplated by this Agreement, performed by Successful Respondent or its Affiliate or Subcontractor, or recommended or approved by Successful Respondent or (ii) DIR operating such Developed Material other than (A) in accordance with the applicable documentation and Specifications, (B) for the purpose(s) contemplated by this Agreement, or (C) on types of hardware contemplated by this Agreement or recommended, supplied or approved by Successful Respondent.

Developed Materials Compliance. Successful Respondent warrants and covenants that Developed Materials and Services shall be free from material errors in operation and performance, shall Comply in all material respects with the applicable documentation and Specifications, shall not infringe the IP Rights of any third party, and shall provide the functions and features and operate in the manner described in Exhibit 1 SOW 2.0 Service Model or otherwise agreed by the Parties (including in the Transition Plan), for the later of one hundred twenty (120) days and the completion of three (3) full production cycles involving such Developed Material. During such warranty period, Successful Respondent shall correct any failure to Comply at no additional charge to DIR and shall use commercially reasonable efforts to do so as expeditiously as possible. In the event that Successful Respondent fails or is unable to repair or replace such nonconforming Developed Material, DIR shall, in addition to any and all other remedies available to it hereunder, be entitled to obtain from Successful Respondent a copy of the source code and/or object code and/or other applicable documentation to such Developed Material, provided that with respect to any such provided source code for Successful Respondent owned Developed Materials, DIR (or its designee) may utilize such source code only for the repair or maintenance of such Successful Respondent owned Developed Material, and/or to facilitate the Termination Assistance Services to be provided by Successful Respondent during the Termination Assistance period (to the extent reasonably necessary for DIR to continue to have Services performed for it pursuant to the terms of this Agreement). The foregoing warranties and covenants will not extend to any failure of any Successful Respondent to Comply attributable to:to (i) any change or modification to the Developed Material not contemplated by this Agreement, performed by Successful Respondent or its Affiliate or Subcontractor, or recommended or approved by Successful Respondent or (ii) DIR operating such Developed Material other than (A) in accordance with the applicable documentation and Specifications, (B) for the purpose(s) contemplated by this Agreement, or (C) on types of hardware contemplated by this Agreement or recommended, supplied or approved by Successful Respondent.

Developed Materials Compliance. Successful Respondent warrants and covenants that Developed Materials and Services shall be free from material errors in operation and performance, shall Comply in all material respects with the applicable documentation and Specifications, shall not infringe the IP Rights of any third party, and shall provide the functions and features and operate in the manner described in Exhibit 1 SOW or 2.0 Service Model Seriesor otherwise agreed by the Parties (including in the Transition Plan), for the later of one hundred twenty (120) days and the completion of three (3) full production cycles involving such Developed Material. During such warranty period, Successful Respondent shall correct any failure to Comply at no additional charge to DIR and shall use commercially reasonable efforts to do so as expeditiously as possible. In the event that Successful Respondent fails or is unable to repair or replace such nonconforming Developed Material, DIR shall, in addition to any and all other remedies available to it hereunder, be entitled to obtain from Successful Respondent a copy of the source code and/or object code and/or other applicable documentation to such Developed Material, provided that with respect to any such provided source code for Successful Respondent owned Developed Materials, DIR (or its designee) may utilize such source code only for the repair or maintenance of such Successful Respondent owned Developed Material, and/or to facilitate the Termination Assistance Services to be provided by Successful Respondent during the Termination Assistance period (to the extent reasonably necessary for DIR to continue to have Services performed for it pursuant to the terms of this Agreement). The foregoing warranties and covenants will not extend to any failure of any Successful Respondent to Comply attributable to:to (i) any change or modification to the Developed Material not contemplated by this Agreement, performed by Successful Respondent or its Affiliate or Subcontractor, or recommended or approved by Successful Respondent or (ii) DIR operating such Developed Material other than (A) in accordance with the applicable documentation and Specifications, (B) for the purpose(s) contemplated by this Agreement, or (C) on types of hardware contemplated by this Agreement or recommended, supplied or approved by Successful Respondent.