IT Hardware and Software. Set forth in Section 2.29 of the Parent Disclosure Schedule is a list of all IT equipment and software required for the operation of Parent and its Subsidiaries. Except as provided in Section 2.29 of the Parent Disclosure Schedule, all IT equipment and software listed therein is being delivered in good working order, with valid title and software licenses in good standing and effect, and no suspension or cancellation of any of such software licenses is pending or, to the Knowledge of Parent, threatened.
IT Hardware and Software. 8.1 The tab labeled “Network IT Software” in Attachment 5 to this Exhibit I lists the known inventory of IT Software as of the Effective Date, for which Clearwire has the financial and operational responsibility. Clearwire will provide the Supplier with full access to and use of the IT Hardware and Software including applicable administrative rights as determined by Clearwire on a case by case basis, but in no event less than required to perform the Services. Such access and use will be provided on a no-charge basis for the ASO Term and will be subject to Clearwire restrictions for contractors and agents for its IT Hardware and Software. Administrative rights will be determined on a case-by-case basis by Clearwire prior to the Service Commencement Date. During this period, the Parties agree as follows:
(a) Clearwire will make IT Hardware and Software available in sufficient quantities and of sufficient quality to allow Supplier to provide the Services, which quantities will not exceed the amount historically used by Clearwire.
(b) Clearwire will provide such IT Hardware and Software at Clearwire Facilities.
(c) Clearwire is not required to refresh the IT Hardware and Software but will keep the IT Hardware and Software in good working condition, reasonable wear and tear excepted, and will maintain IT Hardware and Software to a sufficient level to maintain all associated 3rd party support and maintenance contracts, e.g., keeping servers at recommended patch levels. Clearwire will be required to replace or repair any faulty IT Hardware and Software at its own expense, unless such fault is caused by Supplier’s misuse or negligence.
(d) Supplier will be responsible for the proper use of the IT Hardware and Software assets in accordance with Clearwire’s use policies and published specifications in the performance of the Services.
(e) Supplier may not use the IT Hardware and Software assets in the performance of services provided to other customers of Supplier.
(f) Supplier will have access to the IT Hardware and Software assets that is sufficient to efficiently provide the Services outlined in Exhibit C. Access to these systems will be managed by Clearwire. Supplier will notify Clearwire within one month prior to the date on which access to these systems is no longer needed. Supplier will provide reasonable notice if Supplier’s list of personnel with access to the IT Hardware and Software is changed in any way.
8.2 [*****] CLEARWIRE AND SUPPLIER CONFIDENTIAL Con...
