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1'1:6 If Client desires to: (a) use Software r^ service ouroau mode rp) use Software at another location, (c} trst'~uftware as restricted m Section t t .5, or (d) transfer operational uss of the Software to a third party; then Client roust request prior permission in writing from Unisys. Unisys will tfien advise Cfient wheCtet, and under what terms and conditions. Unisys wiA license the Software as requested. All restrictions applicable b Client will also appty >n any permitted service bureau or third party users, 11.7 This Agreement does not transfer to C~ient title to any +ntellactual property contained in any Software, documenation or Proprietary Information 11.8 No party is entitled to use any Software unless the party has a valid written license to use such Software ar-d atl applicable charges for the use of such Software have boon paid, except that Client may authorize temporary use of Software by a third party, only for Client's benefit, to assess, test or develop software programs to the extant authorized by Section 11.5 a to perform consulting services and stud- +es. provided such third party agrees in writing to be bound by the provisions of Nis Agreement regarding Proprietary Information and Software. t 1.9 This section applies to ~atl procurements of Software and docu- insntafton by or fa the U_S. federal government. 6y accepting delivery of the Software and doctrmentatlon, the government hereby agrees That the Software and documentation qualifies as 'commeraal' computer software and commercial software documentation vrtthin tl+e meaning of the acgtusitlon regulation(s) applicable to this procurement. Ths terms and conditions of this license shah prescribe the government's use and disclosure of the Software and documentation, and shall supersede any contrary provisions. The government agrees to return the Softwars.and documentation unused ii any provision of this License does oat meet the govarnrnent'a actual minimum needs or i! the government objects to any term of this license and the parties are unable to reach agreement on the terms of the license. The totlowing statement applies only to procurements governed by OFARS PaN 227.4 (OCT 1988}: 'Restricted Rigt-ts -Use. duplication and disclosure by the Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at OFARS 252.221-7013 (OCT 1988).' 12. Warranties and Oisclaimets 12.1 EXCEPT AS EXPRESSLY STATED IN THIS AGREE1dENT, THERE ARE NO WARRANTIES, EXPRESS OR IMPLIED, 8Y C+PERATfON OF t11W OR OTHERWISE. UNISYS DISCLAIkIS THE 1r+lPUED WAR- RANTiES OF MERCHANTABILITY ANO FITNESS FOR A PARTICULAR PURPOSE AS TO 80TH UNISYS AND NON UMSYS PRODUCTS AND SERVICES. UNISYS WARRANTIES EXTEND SOLELY TO CLIENT. YEAR 2000 WARRANTIES OF EQIAPMtJdT A!!D SOFTWARE ARE MADE SOLELY IN SECTION 12.4. 12.2 Equipment: (a} Unisys warrants that equipment wilt t» Iron from defects in matenal and vrorkmanshgr and will substantietty conform to relevant Unisys published specincatans for a parted of twelve months from its In-_ stallation Date. Equipment (~ may be newly manufactured, (ii) may he assembled from new or serviceable used parts that are equivalent to new parts +n performance, a C~7 may have been previously instatled. During this twelve month viratra+nty period. Unisys will repair or replace any defective item of equipment or part or component of equipment promptly reported or sent to Unisys by Client which Unisys determines was defective due to faulty malarial or vartvnanship. Client vaill pay transportation and instxance costs to ship equipment if an oft-site repair location fs designated by Unisys; Unisys will pay the retum costs if the equipment was defective. Labor costs of diagnosis are not included in this warranty. (b) Because equipment requires on-going maintsnancs, the preceding warranty is not a substitute for SURETY Support Services, which are available to Client for a charge. (cj Unisys makes no representation of warranty as to non tlnlsys equipment provided to Client, all of which is sold or licensed to Client Latta 'AS IS." Client afire~~-look solely to the warranties and remedies, if any, provided by the ti~aufscturer. 12.3 Sottwarr (a) Each item of Software with the designation W is, in its unaltsred form, wananted for 90 days from its Installation Oate to conform sub- stanbalty to the then~unent published functional specifications. provided such Software is used +n a manner cons+stent with any applicable Unisys minimum equipment and software configuration specittcations_ Unisys will make roasonable efforts m correct such errors retlecting significant deviations from the hrnctional speciftcations as are reported by CI'+ent to Unisys during such warrenty period. Cb) Because not art errors in Software can of need bs corrected, Unisys does not warrant that ell Software defects uvifl be corrected. Similarly, Unisys does not warrant that the functions containtrd in the Software vdll meet Clients requirements tx that the Saitware wiN operate in combinations selected for use by Client (c) AA otlter Software delivered is not wartanled by Unisys and is licensed 'A5 IS.' In the case of non Uniaya Software. Client agrees to look solely to Ma warranties and remedies, if any, provided by the Unisys licensor or vendor. 12.4 Year 2000 -Equipment and Software (a) Unisys warrants that Ors Products designated 'R' in the Y2K Ready column in the relevant Schedule to this Agreement will be capable, when used in accordance with the applicable Product documentation provided by Unirys. of accuratety processing dots data (including, but not limited to calculating, comparing and sequencing) from, into acrd between tM 20th and 21st centuries and 1999 and 2000, including leap year calculations. provided that ant third party products and Client's customized data processing materials used in combination vinCt he Products properly exchange date data with the Products (hereinaAer 'Year 2000 Ready'). Unisys will repair or replace Prodects that do not aaurately process date data as set forts above, provided: () Client notices Unisys before March 31, 20b0 or..f later, before the sxp~atan of any general warranty period for the Products undo Sections 12.2 or 12.9 above; and (ii) Client keeps the Products at the then-currant release level(s) end, in the absence of a general warranty or after any general warranty period, enrolled continuously under Unisys maintenance. (b) Unisys makes no urarranty for date data functionality for Products designated'V" in tfie Y2K Ready column. Unisys obtains these Products from third parties and will pass on to Clien! such date dam functionality warranties, if any, as the Product vendor permits Unisys to pass along on the Product vendor's Dshalf to end users. Client agrees to look solely to such Product vendors for correction or repair of defects in date data functionality of such Products. (c) Products designated 'RC- in Ute Y2K Ready column are obtained from third parties and are warranted as'R' accordng to Section 12.4(a). above. when: () acquired from Unisys: and (i} designated by Unisys for use as a component in a Unisys packaged style designatsd'R:' and (r) used by Client only as a component in Utat Unisys packaged styli, In atl other instances, a Product designated'RC' will be deemed and treated as a 'V' Product under Section 12.4(b), above. (d) Unisys makes no warranty for date data functionality for Products designated 'N" or 'U' or for Products with no designation in the Y2K Ready column. Client acknowledges that it understands that Products designated 'N' are not and will not be made Year 2004 Ready and that Unisys disclaims any warranty of the Products ability to function correctly when dealing with dates. Client has independently evaluated the Products and, notvntltstanding the foregoing, confirms its order for the said Products and agrees its use of such Products will be at its sole risk. 12.5 SURETY Support Services: (a) Unisys warrants that equipment and Software will be supported in accordance with the specific SURETY Support Service selected. Unisys sole and exclusnre obliga8ons under this warranty will be to conform to me SURETY support service Osscripuons. Equipment parts which are removed far replacement by Unisys become the property of Unisys. X305 3984-00613199) 25F-7