Materials loan agreement
1.0 Loan/license
1.1 Tekelec will temporarily loan or license to Company the equipment and other materials (other than those identified as “customer provided”) described in Tekelec Proposal GM032107-3jpm.13773.3 shown in Part 2 of Exhibit A, as well as any other items which may be provided to Company by Tekelec on a temporary loan/license basis (the "Materials"). The parties shall perform certain services as further described in the Statement of Work shown as Exhibit B. Notwithstanding the above, any Materials which are, or contain, software (“Software”) shall be licensed to Company as provided in section 2.0 below. Company may use the Materials only for the purpose set forth in Part I of Exhibit A (the “Purpose”). Company shall not use or cause to be used any Materials for any other reason, or for the benefit of any other party, without Tekelec's prior, written consent.
1.2 Title to, and all proprietary rights in, the Material shall remain with Tekelec. Company shall bear the risk of, and agree to indemnify Tekelec against, any loss or damage to the Materials while in Company’s control or possession.
1.3 Upon request, Company shall provide Tekelec with particulars respecting any security interests respecting its assets. In the event that Company's assets are subject to charges, encumbrances or other security interests which may affect the Materials, Company shall obtain and provide to Tekelec written acknowledgments from its creditors, in a form acceptable to Tekelec, that their charges, encumbrances or other security interests do not apply to the Materials.
2.0 Software
2.1 The following provisions shall apply to any Software:
(i) For Software, subject to the terms and conditions of this Agreement, Tekelec grants to Company and Company accepts a temporary, limited, non-exclusive, non-transferable license to use the Software and related documentation provided by Tekelec pursuant to this Agreement solely for the Purpose.
(ii) Company acknowledges and agrees that the Software contains proprietary and confidential information of Tekelec and/or its third party suppliers, and agrees to keep such information confidential. Company shall not disclose the Software except to its employees having a need to know, and only after they have been advised of its confidential and proprietary nature and have agreed to protect same.
(iii) Company shall not, and shall prevent others from copying, translating, modifying, creating derivative works, reverse engineering, decompiling, encumbering or otherwise using the Software except as specifically authorized herein. Notwithstanding the foregoing, Company is authorized to make one copy of the Software for backup purposes only. All appropriate copyright and other proprietary notices and legends shall be placed on all Software supplied by Tekelec, and Company shall maintain and reproduce such notices on any full or partial copies.
Tekelec obligations
Tekelec agrees to:
Install the Material and perform such other services as described in Exhibit B.
Provide technical support. The technical support will be available from 8:00 AM to 5:00 PM EST, Monday through Friday, excluding holidays. Tekelec shall provide such technical support via telephone or remote access unless, Tekelec, in its sole determination, deems on-site support appropriate.