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COMMUNICATIONS SYSTEM AGREEMENT Motorofa, Inc., a Defaware corporation ("Moto�ola°), and Lucent Technologies ("Customer'� enter into this � Communications System Agreement (the "Agreement�, effective as of the last date signed below (the c i•,. "Effective Date"), pursuant to which Customer wiil purchase and Motorola wi0 provide Customer with a Communications System. Sectio� 1 EXHIBITS The Exhibits below are hereby incorporated into and made a part of this Agreement. In interpreting this Agreement and resolving any ambiguities, the main body ot this Agreement will take precedence over the Exhibits and any inconsistency between the Exhibds will be resolved .in the order in which the Exhibits appear below, except that any maintenance services which Motorola may provide will be govemed solsly by the terms of the Service Agreement(Exhibit C). Exhibit A Motorola software license agreement�`Software Ucense Agreement") Exhibit B Motorola system description (`System Description'�, acceptance test plan ("Acceptartce Test Ptan" or °ATP"), equipment list (°Equipment List'�, and statement of work ("Statement of Worf� included in this proposal ` � y l� Section 2 DEFINITIONS Capitafized teans--�sed -la.this-A9r�ement and-.not.oiherwase--defined-�rithic�--the-�Agreer�e�� kia�re--tk�e�-- �--�-- following meanings: "Communications System" or"System" is the communications system described in Exhibit B, including the t Equipment and Software described in the System Description, Statement of Work, Acceptance Test Plan and Equipment Vst. "EquipmenY' is the equipment specified in the Equipment List included in Exhibit B. "Motorola Software°is software whose copyright is owned by Motorola "Non-Motorola Software°is software whose copyright is owned by a third party other than Motorola. "Software" inctudes Motorola and any Non-Motorola Software that may be fumished with the Communications System. Section 3 SCOPE OF AGREEMENT A. SCOPE OF WORK: Motorola will assemble and integrate tfie Equipment and Software, and deliver, install and test the Communications System at designated sites, as specified in Exhibit B artd in acxordance with this Agreement. Customer will perfortn its responsibilities as specified in Exhibit B and in accordance with this AgreemenL B. CHANGE ORDERS: Either pacty may request changes within the general scope of this Agreement. If a requested change causes an increase or decrease in the cost of or time required for the perfonr►ance of this Agreement, Motoroia and Customer will:agree to an equitable adjustment in the Agreement price o� performance sctiedule, or both. Motorola is not obiigated to comply with requested changes unless and untii a change order is executed by both parties. �..._ Contract No.97-_Jxyz Page � « (Rev.6/11/9� . _ _