MANUFACTURING REQUIREMENTS (PARTY-1 BUYS)

Question 1 of 3

Question 2 of 3

Question 3 of 3

2 Spare Parts

SPARE PARTS (Party-1 Buys)

How long must spare parts be made available?

	5 years. a period of five (5) years.
	I will specify how long. How long?

Do any of the following spare parts pricing requirements apply?

	Spare parts price same as generally charged to other customers. These spare parts will be made available to Party-1 at the same price Party-2 generally charges Party-2's customers.
	Spare parts price same as generally charged to other customers, but price is free for the first year. These parts will be provided at no cost to Party-1 during the first one year period commencing on the date of Party-1's receipt of the Deliverables, and after that date will be made available to Party-1 at the same price Party-2 generally charges Party-2's customers.
	Spare parts price same as generally charged to other customers, but price is free for an initial time frame. These spare parts will be made available to Party-1 at the same price Party-2 generally charges Party-2's customers, except that the spare parts will be provided at no charge during the following period of time commencing on the date that Party-2 receives the Deliverables: How long?

3 Manufacturing Records

MANUFACTURING RECORDS (Party-1 Buys) - How long must the manufacturing records be maintained?

	10 years. Party-2 agrees to retain all records relating to the manufacturing of Deliverables for a period of not less than ten (10) years from the date of manufacture of each Deliverable.
	I will specify how long. Party-2 agrees to retain all records relating to the manufacturing of Deliverables for the following time frame commencing on the date of manufacture of each Deliverable: How long?

The "Software License" gives the customer a limited right to use the Software Deliverables subject to certain restrictions.

Customers often ask vendors to continue to maintain spare parts for a Deliverable for a certain period of time after purchasing the Deliverable to ensure that the Deliverable can be properly maintained.

Customers often ask vendors to maintain manufacturing records for the Deliverables.

MANUFACTURING DESIGN REQUIREMENTS.

(a) Software Deliverables. Each Deliverable to be supplied under this Agreement may incorporate computer software as part of that Deliverable. Computer software that is developed by Party-2 specifically for Party-1 under this Agreement ("Custom Software") must be delivered to Party-1 with each Deliverable, including source code, and all the intellectual property and proprietary rights in such Custom Software, including the source code, vests as stated in the section entitled "Intellectual Property" in this Agreement. Computer software of third party vendors may also be integrated into each Deliverable ("Third Party Software"). Party-2 agrees to assign to Party-1 (or secure for Party-1 at no additional cost) all rights under Party-2's Third Party Software licenses so that Party-1 can fully use the Deliverables as contemplated under this Agreement. Each Deliverable may also include software that has been developed by Party-2, at Party-2's expense, for general use in Party-2 products which are proprietary to Party-2 ("Software Deliverables"). Upon full payment for each respective Deliverable, the Party-2 Standard Software is licensed to Party-1 as follows: Party-2 grants Party-1 a perpetual, non-exclusive, worldwide, non-transferable, and non-sublicenseable license to use the Software Deliverables for Party-1's internal business purposes. This license survives the Agreement, but may be terminated in the same way described in the provision entitled "Termination for Breach" in this Agreement. [QR-108]

(b) Spare Parts. Party-2 hereby covenants that it will maintain an inventory of spare parts in good working order to be available to Party-1, including custom spare parts, needed for the repair and maintenance of the Deliverable for a period of five (5) years. These spare parts will be made available to Party-1 at the same price Party-2 generally charges Party-2's customers. [QR-130]

(c) Manufacturing Records. Party-2 agrees to retain all records relating to the manufacturing of Deliverables for a period of not less than ten (10) years from the date of manufacture of each Deliverable. [QR-131]