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USS-720
February 1999 Software Use Agreement
Lucent Technologies Inc. 3-3
USS-720 Driver Software (Object Code) License Agreement (continued)
ARTICLE II—FEES AND PAYMENTS
2.01 Fees
LICENSEE shall, within thirty (30) days after execution of this Agreement by both parties and invoice by LUCENT,
pay to LUCENT a fee of _________ for the rights granted herein.
2.02 Taxes
LICENSEE shall pay any tax (and any related interest or penalty), however designated, imposed as a result of the
existence or operation of this agreement, including any tax which LICENSEE is required to withhold or deduct from
payments to LUCENT, except (i) any such tax imposed upon LUCENT or any of its subsidiaries in the jurisdiction in
which the aforesaid office of LICENSEE is located if such tax is allowable as a credit against United States income
taxes of LUCENT or any of its subsidiaries; and (ii) any income tax imposed upon LUCENT or any of its subsid-
iaries by the United States or any governmental entity within the United States proper (the fifty states and the
District of Columbia). To assist LUCENT in obtaining the credit identified in (i) of this Section 2.03, LICENSEE shall
furnish LUCENT with such evidence as may be required by United States taxing authorities to establish that any
such tax has been paid. Fees specified in this agreement do not include taxes.
ARTICLE III—TERMINATION
3.01 Termination for Breach
If LICENSEE fails to fulfill one or more of its obligations under this agreement, LUCENT may, upon its election and
in addition to any other remedies that it may have, at any time terminate all the rights granted by it hereunder by not
less than two (2) months' written notice to LICENSEE specifying any such breach, unless within the period of such
notice all breaches specified therein have been remedied. Upon such termination, LICENSEE shall destroy all
copies of LICENSED SOFTWARE in its possession and certify such destruction in writing to LUCENT within thirty
(30) days. In the event of such termination by LUCENT, LUCENT shall have no obligation to refund any amount
paid pursuant to Section 2.01.
3.02 Survival
The obligations of LICENSEE under Sections 1.04 and 4.04 shall survive and continue after any termination of
rights under this agreement.