N0027149 014Except for Java Product (as defined herein below), CUSTOMER mayassign collectively its rights under this License to any subsequent ownerof the associated hardware, but not otherwise, subject to the payment ofthe then current license fee for new users, if any. No such assignment shallbe valid until CUSOMTER (1) has delegated all of its obligations underthis License to the assignee; and (2) has obtained from the assignee anunconditional written assumption of all such obligations; and (3) hasprovided NORTEL NETWORKS a copy of such assignment, delegationand assumption; and (4) has transferred physical possession of all licensedsoftware and all associated documentation to the assignee and destroyedall archival copies. Except as provided, neither this License nor any rightsacquired by CUSTOMER through this License are assignable. Anyattempted assignment of rights and/or transfer of licensed software notspecifically allowed shall be void and conclusively presumed a materialbreach of this License.If NORTEL NETWORKS (i) claims a material breach of this License, and(ii) provides written notice of such claimed material breach toCUSTOMER and (iii) observes that such claimed material breach remainsuncorrected and/or unmitigated more than thirty (30) days followingCUSTOMER’s receipt of written notice specifying in reasonable detailthe nature of the claimed material breach, then CUSTOMERacknowledges that this License may be immediately terminated byNORTEL NETWORKS and CUSTOMER further acknowledges that anysuch termination shall be without prejudice to any other rights andremedies that NORTEL NETWORKS may have at law or in equity.EXPRESS LIMITED WARRANTIES FOR ANY ITEM OF LICENSEDSOFTWARE, IF ANY, WILL BE SOLELY THOSE GRANTEDDIRECTLY TO CUSTOMER BY DISTRIBUTOR. OTHER THAN ASSET FORTH THEREIN, THIS LICENSE DOES NOT CONFER ANYWARRANTY TO CUSTOMER FROM OR BY NORTEL NETWORKS.THE LICENSED SOFTWARE IS PROVIDED BY NORTELNETWORKS "AS IS" AND WITHOUT WARRANTY OF ANY KINDOR NATURE, WRITTEN OR ORAL, EXPRESS OR IMPLIED,INCLUDING (WITHOUT LIMITATION) THE IMPLIEDWARRANTIES OF MERCHANTABILITY AND OF FITNESS FOR APARTICULAR PURPOSE.THIS LIMITATION OF WARRNATIES WAS A MATERIALFACTOR IN THE ESTABLISHMENT OF THE LICENSE FEECHARGED FOR EACH SPECIFIC ITEM OF SOFTWARELICENSED.IN NO EVENT WILL NORTEL NETWORKS AND/OR NORTELNETWORKS’ SUPPLIERS AND THEIR DIRECTORS, OFFICERS,EMPLOYEES OR AGENTS BE LIABLE TO OR THROUGHCUSTOMER FOR INCIDENTAL, INDIRECT, SPECIAL,CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES OFANY KIND, INCLUDING LOST PROFITS, LOSS OF BUSINESS ORBUSINESS INFORMATION, BUSINESS INTERRUPTION, OROTHER ECONOMIC DAMAGE, AND FURTHER INCLUDINGINJURY TO PROPERTY, AS A RESULT OF USE OR INABILITY TOUSE THE LICENSED SOFTWARE OR BREACH OF ANYWARRANTY OR OTHER TERM OF THIS LICENSE, REGARDLESSOF WHETHER NORTEL NETWORKS AND/OR NORTELNETWORKS’ SUPPLIERS WERE ADVISED, HAD OTHER REASONTO KNOW, OR IN FACT KNEW OF THE POSSIBILITY THEREOF.Restricted Rights. Use, duplication or disclosure by the United Statesgovernment is subject to the restrictions as set forth in the Right inTechnical Data and Computer Software Clauses in DFARS252.227-7013(c) (1) (ii) and FAR 52.227-19(c) (2) as applicable.The rights and obligations arising under this License shall be construed inaccordance with the laws of the State of Tennessee. If for any reason acourt of competent jurisdiction finds any provision of this License orportion thereof to be unenforceable, that provision of the License shall beenforced to the maximum extent permissible so as to effect the intent ofthe parties and the remainder of this License shall continue in full forceand effect.This License constitutes the entire agreement between the parties withrespect to the use of the licensed software and the associateddocumentation, and supersedes all prior or contemporaneousunderstandings or agreements, written or oral, regarding such subjectmatter. No amendment to or modification of this License will be bindingunless in writing and signed by a duly authorized representative ofNORTEL NETWORKS.