The source code shall be used solely by Customer to maintain the Software and shall be subject to every
restriction on use set forth in this Agreement. Customer agrees not to disclose the source code to third
parties except on a need-to-know basis under an appropriate duty of confidentiality.
21. WARRANTIES
THE SOFTWARE FURNISHED UNDER THIS AGREEMENT IS PROVIDED ON AN AS “AS IS” BASIS,
WITHOUT ANY WARRANTIES OR REPRESENTATIONS EXPRESS, IMPLIED OR STATUTORY;
INCLUDING, WITHOUT LIMITATION, WARRANTIES OF QUALITY, PERFORMANCE,
NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NOR ARE
THERE ANY WARRANTIES CREATED BY A COURSE OF DEALING, COURSE OF PERFORMANCE
OR TRADE USAGE. DEVELOPER DOES NOT WARRANT THAT THE SOFTWARE WILL MEET
CUSTOMER'S NEEDS OR BE FREE FROM ERRORS, OR THAT THE OPERATION OF THE
SOFTWARE WILL BE UNINTERRUPTED. THE FOREGOING EXCLUSIONS AND DISCLAIMERS ARE
AN ESSENTIAL PART OF THIS AGREEMENT AND FORMED THE BASIS FOR DETERMINING THE
PRICE CHARGED FOR THE SOFTWARE.
OR
[EXPRESS WARRANTIES]
A. Warranty of Software Performance: Developer warrants that for [WARRANTY PERIOD]
following acceptance of the Software by Customer, the Software will be free from material
reproducible programming errors and defects in workmanship and materials, and will
substantially conform to the Specifications in the Development Plan when maintained and
operated in accordance with Developer's instructions. If material reproducible programming
errors are discovered during the warranty period, Developer shall promptly remedy them at
no additional expense to Customer. This warranty to Customer shall be null and void if
Customer is in default under this Agreement or if the nonconformance is due to:
1. Hardware failures due to defects, power problems, environmental problems or any
cause other than the Software itself;
2. Modification of the Software operating systems or computer hardware by any party
other than Developer; or
3. misuse, errors or negligence of Customer, its employees or agents in operating the
Software. Developer shall not be obligated to cure any defect unless Customer
notifies it of the existence and nature of such defect promptly upon discovery.
B. Warranty of Title: Developer owns and has the right to license or convey title to the Software
and documentation covered by this Agreement. Developer will not grant any rights or licenses
to any intellectual property or technology that would conflict with Developer's obligations
under this Agreement.
C. Warranty Against Disablement: Developer expressly warrants that no portion of the Software
contains or will contain any protection feature designed to prevent its use. This includes,
without limitation, any computer virus, worm, software lock, drop dead device, Trojan-horse
routine, trap door, time bomb or any other codes or instructions that may be used to access,
modify, delete, damage or disable Customer's Software or computer system. Developer
further warrants that it will not impair the operation of the Software in any way other than by
order of a court of law.
D. Warranty of Compatibility: Developer warrants that the Software shall be compatible with the
Customer's hardware and software as set forth in the Development Plan Specifications.