APPENDIX E: Software Re-Licensing Policy

Last Update: June 26, 2008

NOTE: This document supersedes all previously published versions of this document.

-->INTRODUCTION[Author ID1: at Tue Aug 12 10:32:00 2003 ]

Avaya Communication Managers servers are sold to end-user-customers. Ownership of the equipment transfers from Avaya (or an Avaya Authorized BusinessPartners) to the end-user customer. However, the Communication Manager software remains the property of Avaya; the end-user customer licenses the right to use the software and pays applicable license fees.

-->POLICY DESCRIPTION[Author ID1: at Tue Aug 12 10:32:00 2003 ]

For the purpose of this software re-licensing policy (“Policy”), the end-user customer is the entity that licenses the software from Avaya (or an Avaya Authorized BusinessPartner) for the purpose of providing communication services solely for itself (an “End User”) or to serve as a service provider for third parties (a “Service Provider”).

The software license provides the end-user customer a non-transferable right to use the software only with the equipment for which the software was obtained or, for no more than 15 days, on back-up equipment when the original equipment is inoperable. Use of software on multiple processors is prohibited unless otherwise agreed to in writing by Avaya. The license may also limit the location at which the software may be used, and the number of people that may use it. The software may not be used on other equipment without first obtaining from Avaya a license for such use and the payment of any applicable license fees.

An end-user customer may sell the equipment to another entity. However, the end-user may not sell or transfer the software license. Rather, Avaya will license the software to the equipment's new purchaser provided that such purchaser executes a written software license and pays the applicable re-licensing fees for new software.

Customers should be aware that use of Avaya software without a valid license is a violation of Avaya's copyrights for which Avaya will take appropriate legal action.

WHEN RE-LICENSING FEES DO APPLY

The following examples demonstrate circumstances when the end-user customer changes and re-licensing fees do apply:

• The end-user customer sells the System to a new end-user customer.

• The end-user customer finances the System and the finance entity sells the System to a different end-user customer;

• The end-user customer is a Service Provider, and it sells the System to an entity that was using its services;

-->Process for Ordering, Licensing and Registration when Re-licensing Fees Apply[Author ID2: at Tue Apr 16 09:54:00 2002 ]-->[Author ID2: at Tue Apr 16 09:54:00 2002 ]

1. The requestor gathers information about the switch being resold and the scenario.

2. Determine if re-licensing is necessary via this policy document.

3. If re-licensing fees do apply, then new Communication Manager software licenses are needed.

4. Configure a new switch design to determine which software license will apply. All desired software must be purchased as new. This applies to pricing for Communication Manager system software licenses, user/ports software licenses and any optional feature licenses requested by the end-customer.

1. Since the existing hardware may be at a previous release, an upgrade design must also be performed to determine the hardware material codes needed to upgrade the switch to the most current release.

2. BusinessPartners will forward both designs to their Distributor. The new software material codes and hardware material codes (if needed with an upgrade) must be combined on one order to determine the total dollar price of the switch. Upgrade software material codes must be removed. NOTE: YOU CANNOT HAVE BOTH A NEW SYSTEM LICENSE AND UPGRADE SYSTEM LICENSE ON THE ORDER AT THE SAME TIME SINCE RFA WILL NOT ALLOW THE LICENSE TO BE GENERATED.

3. The SAP order is placed. If hardware is required for the upgrade, it will ship via the order.

4. You must fill in the attached RFA form and send it to the RFA HelpDesk requesting them to Revert Back the System Record (SID) of the existing system and release the Serial Number to be used for the license.

5. The SAP order from step c above must also be used in RFA to generate the new license file. Use the "New Install" menu selection from RFA.

6. If a BusinessPartner requires Avaya maintenance or switch certification, follow the standard process. The switch must be registered with Avaya under the new Sold-To number. If the switch was previously registered, the hardware records from the old owners record should be transferred to the new record.

• Call the Registration Team at the Customer Call Center to re-register the switch - 1 800 422 6560 prompts 1, 1.

• Submit documentation supporting the transfer of equipment with the pre-registration form, i.e. bill of sale, bankruptcy distribution of assets orders, etc. Also include the prior owner's sold to number if available.

NOTE: Only software that is generally available will be made available for re-licensing. When more than one release of software for a particular product is factory shipped, the most current release will be restricted to newly shipped systems/adjuncts and upgrades of those units fully worked and certified.

WHEN RE-LICENSING FEES DO NOT APPLY

The imposition of re-licensing fees does not apply in certain circumstances when title to the System equipment changes, provided the original end-user and/or the end-user's customers remain the same.

In the following examples, the end-user or license beneficiary does not change and therefore re-licensing fees are not necessary. Avaya will generally permit a transfer of the license. These examples are intended to be illustrative only; each matter will be evaluated on a case-by-case basis.

• The end-user customer is absorbed into or acquired by another entity by merger, buyout, etc., and title to the equipment is conveyed to the acquiring entity. Note: if the equipment is transferred to a different organization within the acquiring entity, resulting in a change of the end-user customer or software beneficiary, re-licensing fees would apply;

• The end-user customer sells the equipment to a company that is to manage that System solely for the benefit of the same end-user customer. Note: if the new equipment owner uses the System for the benefit of another entity or multiple entities, or the end-user customer changes, re-licensing fees would apply;

• The end-user customer had previously leased the System through a finance company, and subsequently purchases the System outright;

• The end-user customer purchases a System, and subsequently sells it to a leasing company solely for financing purposes. The end-user customer continues to be the sole beneficiary of the System;

• The end-user customer is a Service Provider (e.g., tenant Service Provider, outsourcer, etc.) and the entity to which it provides services changes or expands to additional entities.

In each instance where re-licensing is sought without paying re-licensing fees , written authorization is required from a qualified Avaya representative prior to the license transfer. Subsequent to the re-licensing, if the new license assignee materially changes its use of the software from the above description (e.g., the beneficiary entity or end user of the software changes), then licensing fees may apply. It is the obligation of the assignee to provide written notification to Avaya Inc. of such a change. Any failure to provide such notification shall automatically terminate the license. Moreover, Avaya must be notified each time a re-license is sought and/or performed.

-->Process for Re-Registration when Re-licensing Fees Do Not Apply[Author ID2: at Tue Apr 16 09:54:00 2002 ]

1. If a BusinessPartner requires Avaya maintenance or switch certification, follow the standard process. The switch must be registered with Avaya under the new Sold-To number. If the switch was previously registered, the hardware records from the old owners record should be transferred to the new record.

• Call the Registration Team at the Customer Call Center to re-register the switch - 1 800 422 6560 prompts 1, 1.
  EMEA Business Partners please contact EMEA's database administration (DBA) team at [e-mail]

• Submit documentation supporting the transfer of equipment with the pre-registration form, i.e. bill of sale, bankruptcy distribution of assets orders, etc. Also include the prior owner's sold to number if available.

-->[Author ID2: at Tue Apr 16 09:54:00 2002 ]

Communication Manager 5.1 Product Definition

Page 3 of 3 Avaya Inc. - Proprietary & Confidential. June 26, 2008

The information contained in this document can not be distributed

or reproduced in whole or in part without express written consent of Avaya Inc.

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