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Sprint adequately maintained the equipment, NTI warranted that
the software would function in accordance with the specifications
applicable on the shipment date, and, upon its failure to do so,
NTI would correct the failure and act to ensure that the software
was operating as specified.
Section 8 of the sales agreement, labeled “Software
License”, provided that Sprint was granted a nonexclusive paid-up
license to use the software for its intended purpose, as long as
the switch was in use. Software is defined as computer programs
contained on a magnetic tape, disk, semiconductor device, or
other memory device or system memory. Sprint agreed that the
software provided by NTI was to be treated as the exclusive
property of NTI. To that end, Sprint promised to hold the
software in confidence for the benefit of NTI; not provide or
make the software available to any person except to its employees
on a “need to know” basis; not modify the software; not reproduce
or copy the software in whole or in part; and return to NTI any
magnetic tape, disk, semiconductor device or other memory device
or system, and documentation or other material, which had been
replaced, modified, or updated. Sprint was not required to
protect NTI's interest in any data or information that became
available to the general public, commonly known as “public
domain” software. In the event that NTI modified or changed the
software to permit additional features or services, the updated
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