Corporate Terms and Conditions of Sale
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`All Customer Purchase Orders are subject to these terms and conditions and all additional terms and conditions presented on or accompanying an ARRIS
`Quotation or ARRIS Order Acknowledgment. ARRIS specifically rejects and Customer disclaims all printed provisions in Customer's printed Purchase Orders
`including associated forms and/or documents. These terms and conditions, together with the ARRIS Order Acknowledgment shall constitute the entire agreement
`between ARRIS and Customer with respect to any Customer Purchase Order and the Products and/or Services provided hereunder. These terms and conditions
`supersede any prior or contemporaneous agreements or representations written or oral. Any amendment of these terms and conditions must be in writing and
`signed by ARRIS to be binding on ARRIS.
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`1.
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`DEFINITIONS AND INTERPRETATION
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`Within this document definitions are defined as follows:
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`"ARRIS" means ARRIS Solutions, Inc., a wholly owned subsidiary of ARRIS Group, Inc. and/or its designated affiliates.
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`"Customer" means the person or entity however constituted to whom the Products or Services are provided.
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`"Delivery" means the date of Customer's receipt of Products or completion of Services at Customer's designated location.
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`"GPL” means the General Public License relating to software modification.
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`“Hardware" means equipment designed and manufactured by ARRIS, or other manufacturer's equipment offered for sale by ARRIS to Customer.
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`"Order Acknowledgment" means a document furnished by ARRIS or acknowledging the receipt of Customer's Purchase Order and ARRIS' agreement to
`supply the Products and/or Services stated therein under the terms and conditions stated herein.
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`"Products" means the Hardware and/or Software offered for sale or licensed to Customer at time of sale.
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`"Purchase Order" means Customer's document for the acquisition of Products and/or Services, exclusive of all printed terms and conditions contained thereon.
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`"Quotation" means either ARRIS’ offer to sell Services and/or Products or ARRIS’ document that provides a summary of the Statement of Work and pricing
`corresponding to the Statement of Work.
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`"Services" means various types of services, both technical and professional, as provided by ARRIS to Customer covering items such as training, maintenance
`services, on-site support, applications engineering, site engineering and installation. Services are not Products.
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`"Shipment Date" means the date on which ARRIS has scheduled shipment of Products to Customer.
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`“Software" means ARRIS-licensed software, including updates, and any other enhancements, modifications, and bug fixes thereto, in object code form only,
`and any full or partial copies thereof. Software is licensed by ARRIS separately or as part of a Product sale.
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`"Statement of Work" means ARRIS’ document which describes in detail the work or Services to be performed and any Products to be supplied.
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`Interpretation within this document is defined as follows:
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`(i) headings are for convenience only and do not affect interpretation;
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`(ii) the singular includes the plural and conversely;
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`(iii) reference to a party means ARRIS and Customer exclusively; and
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`(iv) in the event of a conflict between Customer's Purchase Order or associated documents and the terms and conditions herein, the terms and conditions
`herein including the Order Acknowledgment shall govern.
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`“Technical Services” means support services as offered for all ARRIS products, which include warranty repair and return and annual support contracts
`supporting Product software upgrades and maintenance. Annual contracts for post-sale technical support and/or repair services ("Technical Support Services") of
`the Products are not subject to the terms and conditions within this document. If available, such Technical Support Services may be purchased separately and
`are subject to ARRIS’ Technical Support Services terms and conditions available at
`http://www.arrisi.com/support/tech_support/contact/Guide_to_ARRIS_Technical_Services.pdf
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`2.
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`ACCEPTANCE OF PURCHASE ORDERS
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`As used herein, "Acceptance of Customer's Purchase Order" shall mean ARRIS’ agreement, as evidenced by the issuance of an Order Acknowledgment, to
`supply the Products and/or Services identified in Customer's Purchase Order under the terms and conditions herein. All Customer Purchase Orders are subject
`to written acceptance by ARRIS, at its sole discretion, even if received elsewhere by a salesperson, selling agent or representative. Furthermore, Acceptance of
`Customer’s Purchase Order shall be subject to a minimum order amount of two hundred fifty dollars ($250.00). No Customer Purchase Order will be binding
`upon ARRIS until ARRIS issues its written Order Acknowledgment.
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`3.
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`PURCHASE ORDER CHANGES
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`Customer may not change its Purchase Order without ARRIS’ written consent. Any revision in drawings, designs, specifications, shipment completion dates or
`Purchase Order termination requested by Customer may result in additional cost to Customer. Any additional cost to Customer will be at ARRIS’ standard rates
`in effect at the time of Customer's request. ARRIS’ performance of Customer's request shall commence only upon the issuance of a new Purchase Order or
`written amendment to an existing Purchase Order authorizing the applicable charge.
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`Customer's oral requests for Services shall be binding on Customer and deemed by ARRIS as valid Customer Purchase Orders, governed by these terms and
`conditions. Customer further agrees, as a result of any request made hereunder to pay any and all charges associated with such Service request. Customer
`requested changes in performance of Services shall be reviewed upon ARRIS’ receipt of Customer's request to determine if additional charges are applicable.
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`4.
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`PRICE OF PRODUCTS AND/OR SERVICES
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`The price for Products and Services are based on ARRIS’ published list prices in effect at time of ARRIS’ receipt of Customer's Purchase Order unless otherwise
`set forth in the Order Acknowledgment, or a valid issued Quotation, Statement of Work or proposal. A Quotation, Statement of Work or proposal is valid for a
`period of sixty (60) days from date of issue. Errors or omissions in price are subject to correction by ARRIS.
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`All published list prices (in US dollars) are subject to change by ARRIS without notice. ARRIS retains all rights to change the Products and/or Services or may
`discontinue any Products and/or Services at ARRIS’ sole discretion.
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`5.
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`PRICES; ADJUSTMENTS
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` The price of Products and Services may subsequently be adjusted to reasonably reflect the adverse cost impact to ARRIS of:
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`(i) Customer changes or delays which are outside of the scope of Services;
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`(ii) legal/regulatory changes which occur after the issuance of the Quotation and/or Statement of Work for the particular Services in question; or
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`(iii) the failure of Customer to perform its obligations under Sections 6, 7, and 8.
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`ARRIS will provide a written notice and reason for an adjustment to the price within a reasonable period of time after ARRIS becomes aware of an event under
`which ARRIS intends to request an adjustment. The parties will then determine, in a commercially reasonable manner, the price adjustment that is appropriate.
`Pending such agreement, ARRIS will continue to perform the Services specified in the Purchase Order for ten (10) business days or such other greater time that
`may be agreed to in writing by ARRIS, unless Customer fails to pay amounts due to ARRIS when due, an event specifically identified in the Quotation and/or
`Statement of Work permitting suspension or termination of the Services occurs, or Customer is otherwise in breach.
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`In the event an adjustment to the price has not been made within the aforementioned ten (10) business days, ARRIS shall have the right to terminate this
`Purchase Order, in whole or in part and in addition to any other remedy available to ARRIS, Customer shall make immediate payment to ARRIS on account of all
`Products delivered and/or Services rendered.
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`6.
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`SCHEDULE FOR PERFORMANCE OF SERVICES
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`ARRIS will perform the Services in accordance with the schedule stated in the Quotation and/or Statement of Work. Both parties agree to adhere to the schedule,
`however, each party will give due consideration to any reasonable proposal by the other party regarding changes in the schedule which, if agreed upon, will be
`recorded in a written modification to the applicable Purchase Order. Dates for performance of Services are estimated by ARRIS in good faith but not guaranteed
`by ARRIS. Except as otherwise set forth in the Quotation and/or Statement of Work, ARRIS will have unrestricted access to Customer's site and any other
`locations at which Services are to be performed at all times (including overtime hours, Saturdays, Sundays and holidays) for the purpose of performing the
`Services.
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`7.
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`SITE PREPARATION AND CONDITION FOR SERVICES
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`Customer will be responsible for preparation of the site, at which ARRIS will perform the Services, to the specifications and in accordance with the time schedule
`stated in the Quotation and/or Statement of Work. Customer warrants to ARRIS that each such site is in compliance with all applicable health and safety
`regulations and is free from all friable asbestos and hazardous contamination or pollutants, as further provided in Section 8 below.
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`8.
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`HAZARDOUS MATERIALS
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`Prior to the date specified in the Quotation and/or Statement of Work for the performance of Service, Customer will take any and all steps needed to assure that
`each site is free from all friable asbestos and hazardous contamination or pollutants. If contamination is found to be present at a site, ARRIS will have no further
`obligations under any Quotation and/or Statement of Work (other than with respect to any software licenses or confidentiality obligations), until such
`contamination is removed.
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`9.
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`PACKAGING, SHIPMENT, AND SERVICE DATES
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`All Products shall be suitably packed for shipment. ARRIS may charge for packing and/or packaging including special documentation to comply with Customer
`requirements.
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`Shipment terms are EXW shipping location (Incoterms 2010), unless restated otherwise by an ARRIS Quotation, confirming Customer Purchase Order and
`ARRIS Order Acknowledgement.
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`Shipment Date for Products or date for performance of Services is estimated by ARRIS but is not guaranteed by ARRIS. Catalog items normally in stock are sold
`subject to prior sale, and ARRIS reserves the right to establish shipping schedules in accordance with current stock levels. ARRIS will adhere as closely as
`possible to the Customer's requested shipping schedule and will exercise diligence in meeting the desired shipping dates. HOWEVER, ARRIS WILL NOT BE
`RESPONSIBLE FOR DELAYS IN SHIPMENT OR PERFORMANCE OF ANY SERVICE. Customer, regardless of the circumstances, will not hold ARRIS liable
`for any liabilities, penalties, or charges of any nature due to the late performance of any Service date. ARRIS assumes no liability for any direct or liquidated
`damages during shipment or delivery of Products.
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`Unless otherwise expressly stated, ARRIS shall have the right to make delivery of goods and data in installments. All installments shall be separately invoiced
`and paid as billed without regard to subsequent deliveries. Failure to pay for any installment when due shall excuse ARRIS from making further deliveries. Delay
`in delivery of any installment shall not relieve Customer of its obligation to accept remaining installments. ARRIS shall have the right to ship any material and data
`to Customer in advance of the shipping date agreed upon by the parties, and Customer agrees to accept without recourse any such shipments shipped in
`advance of the agreed upon shipping date.
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`In the event of shipment delay requested by Customer or a delay caused by lack of shipping instructions, ARRIS will store all Products covered thereby at.
`ARRIS will invoice the Customer at the full price for the Products including an additional storage fee.
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`10. TITLE, RISK OF LOSS, AND INSURANCE
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`Title, risk of loss, damage, and insurance responsibilities for the Products pass from ARRIS to Customer upon acceptance of Product by the shipping agent or
`carrier. Title to all Software shall remain with ARRIS or its licensors, but risk of loss, damage and insurance responsibilities shall pass to Customer at ARRIS’
`shipping location.
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`FRM0122, Issue 14, March 2012
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`To secure full and prompt payment hereunder, Customer hereby grants to ARRIS the right to a security interest in the Products acquired by Customer.
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`11. ACCEPTANCE OR REJECTION OF PRODUCTS/SERVICES
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`After the delivery of the Products or the performance of Services, Customer shall have five (5) business days in which to inspect the Products and/or Services for
`conformity to the Purchase Order, statement of work or ARRIS quotation (as applicable) (hereinafter "Acceptance Period"). Acceptance of Products and Services
`by Customer shall automatically occur at the expiration of the Acceptance Period unless ARRIS is advised otherwise in writing within the Acceptance Period or
`upon Customer's commercial use of the Products and/or Services. Technical Support Services contracts are expressly excluded from this section.
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`IF ANY PRODUCT OR SERVICE DOES NOT SUBSTANTIALLY CONFORM TO THE APPLICABLE PURCHASE ORDER, STATEMENT OF WORK OR
`QUOTATION (AS APPLICABLE) CUSTOMER SHALL NOTIFY ARRIS IN WRITING OF THE NONCONFORMANCE, AND FOR PRODUCTS, OBTAIN AN
`AUTHORIZATION FOR RETURN, AND RETURN SUCH PRODUCTS TO ARRIS FOR CORRECTION OR COMPLETION AS REQUIRED. WITH RESPECT TO
`SERVICES, ARRIS SHALL, AT NO ADDITIONAL CHARGE (IF DETERMINED BY ARRIS TO BE ARRIS’ FAULT), TAKE PROMPT ACTION TO CORRECT
`SUCH UNSATISFACTORY SERVICES.
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`12. PAYMENT TERMS
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`Customer's payment obligations, as stated on ARRIS’ invoices, are thirty (30) days, unless otherwise stated. Invoices for Services will be rendered in accordance
`with an established milestone schedule or upon completion of any Services. Late charges of one and one-half percent (1 1/2%) per month on outstanding
`balances, or the maximum permitted by law, whichever is less, may be charged. All amounts due shall be payable in United States dollars unless otherwise
`specifically agreed upon in ARRIS’ Order Acknowledgement.
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`If, in ARRIS' judgment, Customer's financial condition does not justify continuation of the existing payment terms, ARRIS may:
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`(i) require full or partial payment of Customer's account;
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`(ii) require payment in advance of Products shipment;
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`(iii) require payment in advance for performance of any Services;
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`(iv) change Customer's credit terms; or
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`(v) any combination of the above.
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`13. TAXES
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`In addition to the Price for Products or Services paid by Customer, Customer will pay ARRIS the amount of all taxes, excises, or other governmental charges that
`ARRIS may be required to pay with respect to the production, sale, license, or transportation of any Products delivered hereunder, including the performance of
`any Services, except taxes on or measured by ARRIS’ net income. If Customer claims exemption from any taxes, Customer will provide ARRIS with
`documentation required by the taxing authority to support the exemption.
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`14. PRODUCT AND SERVICES WARRANTY
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`ARRIS warrants from the date of shipment to customer that Products will substantially conform to ARRIS specifications in effect as of the date of shipment and
`will be free from substantial defects in material and workmanship under normal use (within published specifications), given proper installation and maintenance,
`for the specified warranty period for the Product. ARRIS further warrants to Customer that all Services performed by ARRIS for customer will be provided in a
`workmanlike manner.
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`Customer must promptly notify ARRIS of any claimed defect in the Product and/or Services. ARRIS or its agent may inspect the Product or workmanship on
`Customer’s premises. Product returned to ARRIS under warranty must be shipped prepaid by Customer.
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`EXCEPT AS AGREED TO IN A SEPARATE WRITING BETWEEN THE PARTIES, THESE WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES
`WITH RESPECT TO THE GOODS AND SERVICES DELIVERED TO CUSTOMER HEREUNDER, WHETHER STATUTORY, BY OPERATION OF LAW,
`EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
`PURPOSE, NON-INFRINGEMENT, TITLE AND ANY WARRANTIES ARISING OUT OF USAGE OR TRADE. THIS WARRANTY IS APPLICABLE SOLELY
`TO CUSTOMER AND NOT TO ANY SUCCESSOR IN INTEREST OR ANY OTHER THIRD PARTY. NO WAIVER, ALTERATION, OR MODIFICATION OF
`THIS WARRANTY SHALL BE BINDING AGAINST ARRIS UNLESS IN WRITING AS A SEPARATE AMENDMENT HERETO AND SIGNED BY AN ARRIS
`AUTHORIZED EXECUTIVE. IF A PRODUCT IS NOT LISTED IN THE BELOW TABLE, THEN ARRIS DISCLAIMS ALL WARRANTIES OF ALL TYPES. FOR
`ANY THIRD PARTY PRODUCTS SOLD UNDER THIS AGREEMENT, SUCH THIRD PARTY VENDOR WILL PROVIDE DIRECTLY TO CUSTOMER THE
`RESPECTIVE WARRANTIES, SOFTWARE LICENSE AND INDEMNIFICATION.
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`ARRIS EXPRESSLY DISCLAIMS ALL WARRANTIES FOR ANY THIRD PARTY EQUIPMENT AND SOFTWARE PURCHASED AND LICENSED BY
`CUSTOMER DIRECTLY FROM ANY THIRD PARTY VENDOR, EVEN IF RECOMMENDED FOR USE BY ARRIS WITH THE PRODUCTS. ANY AND ALL
`WARRANTIES FOR SUCH THIRD PARTY EQUIPMENT AND SOFTWARE SHALL BE PROVIDED UNDER THE TERMS AND CONDITIONS OF THE
`AGREEMENT(S) BETWEEN CUSTOMER AND THE THIRD PARTY VENDOR FOR SUCH THIRD PARTY EQUIPMENT AND SOFTWARE.
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`Other than as expressly stated, the ARRIS warranty shall not cover components subject to normal wear and tear, such as fuses, batteries except as otherwise
`provided herein, and lamps.
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`The warranty period for ARRIS’ primary products is as noted in the following table.
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`FRM0122, Issue 14, March 2012
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`*For Category H and Category I Products only, if ARRIS is engaged by Customer to provide Services for the implementation of the purchased Products,
`Warranty Period for such Products shall commence upon Customer Acceptance of the Products and Services.
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`15. WARRANTY LIMITATIONS
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`ARRIS does not warrant (i) that the operation of the Product will be uninterrupted or error-free; (ii) that the functions of the Product will meet Customer's
`requirements; or (iii) that the Product will operate in combination with non-ARRIS products selected by Customer for its use. In addition, ARRIS does not warrant
`physical damage to the surface of the products, including cracks or scratches on the casing or damage caused by unauthorized attempts to open, repair or
`modify the products, or any other cause beyond the range of the intended use.
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`FRM0122, Issue 14, March 2012
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`ARRIS Product Categories
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`Category A Products
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`All ARRIS C4® Cable Modem Termination System (“CMTS”)
`Products including C4®, C4c™ and D5® Universal Edge QAM;
`VIPr® Video Transcoder and System Solutions; ENCORE® and
`QUARTET® Encoders; HEMi® Headend Micro Solutions and
`BMR1200® , BEQ™ and all MSP platforms and applications
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`Category B Products
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`All ARRIS Touchstone® Telephony (“TTM”) and Cable Modems
`(“CM”)
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`Category C Products
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`All TTM Batteries, LPSUs and Telco IF Package for Multiline TTMs
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`Warranty Period from
`Shipment Date*
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`Hardware One (1)Year
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`Software Ninety (90) Days
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`One (1)Year
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`Two (2) Years for European
`Countries
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`One (1)Year
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`Category D Products
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`Pass Through from OEM
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`All ARRIS Third Party OEM Products, including FTTMax™ Optical
`Network Units (ONUs) and Ruckus WiFi Wireless Equipment
`including FlexMaster™ Management System, ZoneDirector™ LAN
`Controller, ZoneFlex™ 7025, 7300 and 7962 series, ZoneSwitch™
`4000 series, ZoneFlex™ 7761CM, 7731, 7762 series.
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`Category E Products
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`All TeleWire Supply® Distribution Products, including but not limited
`to ARRIS Digicon® Connectors and the MONARCH® and Regal®
`series equipment
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`Category F Products
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`All ARRIS CHP Max5000®Converged Indoor Headend Platform
`hardware products such as the CHP chassis, CHP and FTTMax™
`application modules, power supplies and platform hardware
`components, all CHP and FTTMax stand alone rack mount
`products, optical passives, and power meters.
`
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`Category G Products
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`All ARRIS Opti Max™ nodes, Flex Max® amplifiers and Trans
`Max™ Hardened Field Hub and Outdoor Optical Amplification
`hardware products, and hardware components, and field optical
`passives
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`Category H Products
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`All ARRIS ConvergeMedia™ Distribution Platforms and
`Management Suite, AdManager™
`including SkyVision Ad
`Management, ARRIS Fixed Mobile Convergence (FMC) and
`CVEx™, SVA, BAAP and VMS products.
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`Category I Products
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`All Assurance Software Products: WorkAssure™ Workforce
`Management, EventAssure™ Outage Management and
`ServAssure™ Network and Service Management
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`Pass Through from OEM
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`Five (5) years within the United
`States and Canada
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`Three (3) years outside United
`States and Canada
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`Five (5) years within the United
`States and Canada
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`Three (3) years outside United
`States and Canada
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`Hardware One (1)Year
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`Software Ninety (90) Days
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`Hardware One (1)Year
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`Software Ninety (90) Days
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`Category J Products
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`All ARRIS MOXI® HD DVR and ARRIS Whole Home Solutions,
`including the MOXI® Gateway and MOXI® Player
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`Hardware One (1) Year
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`Software Maintenance
`Agreement Required
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`ARRIS shall be relieved of all obligations and liability under the Warranty provisions set forth herein, if:
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`(i) The Hardware or Software is operated with, or the error or defect is due to, any accessory, equipment, software or part not approved or sold by ARRIS;
`or
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`(ii) The Hardware or Software was not purchased from ARRIS or its authorized reseller(s) or installed, operated and maintained in accordance with
`ARRIS’ instructions and documentation; or
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`(iii) The Hardware or Software has been repaired, altered or modified by someone other than ARRIS or approved by ARRIS; or
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`(iv) Customer does not notify ARRIS in writing of the error or defect within the applicable Warranty Period with sufficient information for ARRIS to identify
`and reproduce such error or defect, or fail to return the defective Hardware or Software according to the terms of this agreement; or
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`(v) ARRIS demonstrates that the alleged error or defect in the Software or Hardware does not exist or was caused by Customer or any third party’s misuse,
`neglect, improper installation or testing, or any other cause beyond the range of the intended use, or by accident, fire, lightening, terrorism or other hazard
`or act of God.
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`ARRIS' entire liability and Customer's exclusive remedy whether in contract, tort or otherwise, for any claim related to or arising out of breach of the warranty
`covering Product or Services shall be correction of defects by repair, replacement, re-performance of service or credit, at ARRIS’ discretion. Refurbished Product
`may be used to repair or replace the Product. Customer shall have no claim to Product which was replaced or the components therein which were replaced.
`ARRIS has no liability with respect to claims relating to or arising from the use of equipment not bearing the ARRIS or C-COR name.
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`No agent, distributor, or representative is authorized to make any warranties on behalf of ARRIS or to assume for ARRIS any other liability in connection with any
`Product or Services.
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`16. PRODUCT SUPPORT AND DISCONTINUED PRODUCTS
`
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`ARRIS, in its sole discretion, shall have the right to modify or discontinue ARRIS Products at any time during the term of this agreement, including any revised or
`additional specifications. For discontinued product, ARRIS will give ninety (90) days prior written notice to Customer of such discontinuance. Except for orders
`accepted by ARRIS prior to the date of such notice, ARRIS shall be under no obligation to continue the production of any ARRIS Product. Provided, however,
`ARRIS shall use reasonable commercial efforts to continue to provide spare parts and maintenance and support services to Customer for any discontinued
`ARRIS Product (other than Category I Products) for a period of five (5) years from the date on which such product is discontinued. For Category I Products,
`ARRIS shall use reasonable commercial efforts to continue to provide maintenance and support services to Customer for a period of three (3) years from the
`date on which such product is discontinued.
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`17. RETURNS
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`Products may not be returned to ARRIS without prior authorization. Customer must contact ARRIS to obtain an authorization number and return the Products to
`the location designated by ARRIS with all transportation charges paid by Customer. ARRIS may charge Customer certain fees for Products returned to ARRIS.
`Any Products returned to ARRIS without proper authorization will be returned to Customer at Customer expense.
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`18. DISCLAIMER OF LIABILITY
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`ARRIS WILL NOT BE LIABLE FOR INJURIES OR DAMAGES TO PERSONS OR PROPERTY RESULTING FROM ANY CAUSE WHATSOEVER. THIS
`LIMITATION APPLIES TO ALL PRODUCTS AND SERVICES PERFORMED DURING AND AFTER THE WARRANTY PERIOD.
`
`IN NO EVENT SHALL ARRIS BE LIABLE FOR ANY DAMAGES RESULTING FROM LOSS OF DATA, LOSS OF USE OR LOSS OF REVENUE OR PROFIT
`AND ARRIS FURTHER DISCLAIMS ANY AND ALL LIABILITY FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR OTHER SIMILAR DAMAGES.
`The Products are not specifically designed, tested, manufactured or intended for operation or use in any inherently dangerous, life endangering or life support
`applications where any failure of the Products could lead to death, personal injury or significant physical or environmental damage (High Risk Activities). If
`Customer uses the Products in High Risk Activities, including but not limited to nuclear facilities or the flight, navigation or communication of aircraft, Customer
`agrees that neither ARRIS nor its third party licensors are liable in whole or in part, for any claims or damages arising from such use, and that Customer shall
`indemnify and hold ARRIS and its third party licensors harmless from any and all claims for loss, cost, damage, expense or liability arising out of or in connection
`with any use of the Products in High Risk Activities.
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`IF ANY REMEDY HEREUNDER FAILS OF ITS ESSENTIAL PURPOSE, OR IN ANY OTHER EVENT, ARRIS’ AGGREGATE LIABILITY HEREUNDER SHALL
`NOT EXCEED THE DEPRECIATED VALUE OF THE AFFECTED PRODUCT OR THE ACTUAL AMOUNT PAID TO ARRIS FOR SERVICES.
`
`19. COMPLIANCE WITH APPLICABLE LAWS
`
`The Customer will comply with all applicable laws affecting the purchase and use of Products. Customer agrees to maintain all registrations with governmental
`agencies, commercial registries, chambers of commerce, or other offices which may be required under law in order to properly conduct commercial business.
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`Prior to the date specified in the Quotation and/or Statement of Work for the performance of Service, Customer will (i) obtain and pay for all governmental or third
`party consents, permits, approvals, licenses and public and private easements necessary for ARRIS’ unrestricted access to any site or location needed for
`performance of the Services and delivery of the Products, and (ii) will notify ARRIS in advance of any requirements including all local laws, regulations,
`ordinances and the like to which ARRIS is or will be required to comply in the rendering of Services and in the supplying of Products hereunder.
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`When required, Customer will comply with United States laws applicable to the use, sale or license of Products, including but not limited to the Foreign Corrupt
`Practices Act and the Export Administration Act.
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`20. CONFIDENTIAL INFORMATION
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`Neither party will disclose to any third party or entity any information or data fixed in a tangible medium and marked as the confidential or proprietary information
`(hereinafter referred to as "Confidential Information") of the other party, or if provided orally, confirmed in writing to be confidential or proprietary within twenty
`(20) calendar days after its disclosure.
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`Notwithstanding the provisions herein, if Customer receives Confidential Information it shall treat such Confidential Information as confidential, prohibit recopying
`and use such Confidential Information only in connection with fulfilling its obligations under Customer's Purchase Order, including programs, methods of
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`processing, program design and structure, and the interaction and unique programming techniques of ARRIS. Customer will return all Confidential Information to
`ARRIS upon completion of such obligations for its use, or upon the request of ARRIS
`
`The parties recognize and agree that the unauthorized use or disclosure of the Confidential Information would cause irreparable injury to the other party for which
`it would have no adequate remedy at law, and that any actual or contemplated breach of this clause will entitle the other party to obtain or seek injunctive relief
`prohibiting such breach, in addition to any other rights and remedies available to it. The obligations herein contained will expressly survive the final payment of
`any/or all Customer Purchase Orders.
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`21.
`
`INTELLECTUAL PROPERTY RIGHTS
`
`All drawings, data, designs, tooling, equipment, procedures, engineering changes, inventions, trade secrets, copyrights, mask works, source code, object code,
`patents, patent applications, know-how, computer and/or Software and all parts thereof, trademarks and all other information, technical or otherwise which was
`developed, made or supplied by or for ARRIS in the production of any Products or the performance of any Service sold, rendered or licensed hereunder will be
`and remain the sole property of ARRIS (or its licensors, if any). Customer agrees not to reverse engineer any Products purchased hereunder.
`
`22. PROPRIETARY RIGHTS INDEMNIFICATION
`
`ARRIS will indemnify, defend and hold Customer harmless against damages, liabilities and costs, excluding consequential and exemplary damages, finally
`awarded against Customer and will, at ARRIS’ expense, defend any claim, suit or proceeding (“Claim”) brought against Customer insofar as such Claim is based
`on an allegation that a Product as provided to Customer directly infringe a United States patent or copyright. ARRIS will pay those costs and damages, including
`settlement costs awarded or agreed-upon, as applicable, as the result of the Claim, provided (i) Customer promptly notifies ARRIS of the Claim, (ii) Customer
`gives ARRIS all applicable evidence in Customer’s possession, custody or control, and (iii) Customer gives ARRIS reasonable assistance in and sole control of
`the defense and all negotiations for its settlement or compromise.
`
`ARRIS shall have no liability for any claim of patent or copyright infringement if the infringement is caused by: (i) the use of the Product in a manner other than
`for which it was intended; (ii) the use of the Product with other products or devices not furnished or approved by ARRIS; (iii) modifications or changes made to
`the Product which are not authorized by ARRIS; (iv) the use of a version of a Software Product other than the current version, if the current version would be non-
`infringing; and, (v) ARRIS’ compliance with Customer's designated designs, material usage or specification furnished by Customer, in which case Customer shall
`defend, indemnify and hold ARRIS harmless against any claim of infringement of any copyright or patent.
`
`In the event of an infringement allegation for which ARRIS is obligated to indemnify Customer, ARRIS may at its discretion satisfy its indemnification obligation by
`doing one of the following : (i) obtain a license that allows Customer to continue to use the accused Product, (ii) replace or modify the accused Product with
`changes that reasonably meet the ARRIS specification, so as to be non-infringing, or (iii) if (i) and (ii) are not commercially reasonable, repurchase ARRIS’
`provided Product at its depreciated value based on a three-year amortization schedule. The above states Customer’s sole and exclusive remedy for infringement
`of any Product provided by ARRIS hereunder.
`
`23. PUBLICITY
`
`Except for Customer's internal use of ARRIS’ trademarks, Customer will not use any ARRIS trademark or trade name for any other purpose whatsoever without
`the express written consent of ARRIS.
`
`24. SOFTWARE LICENSE
`
`Unless specified in a separately negotiated agreement or if a thir