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17 U.S.C. sec. 202 (1994)). We see no material distinction
between the software in the Norwest case and the software loads
in issue here. In this case, however, respondent has raised the
question of whether petitioner acquired sufficient benefits and
burdens of ownership with respect to the software loads to be
considered the owner of those loads for purposes of the ITC and
the ACRS.
The parties agree that the issue of ownership of the
software loads is governed by the substance of the sales
agreements between petitioner and the various digital switch
manufacturers, not the labels used in those agreements. See,
e.g., Tomerlin Trust v. Commissioner, 87 T.C. 876, 881-883
(1986); see also Leahy v. Commissioner, 87 T.C. 56, 66 (1986)
(transfer of the benefits and burdens of ownership govern for
Federal tax purposes, rather than the technical requirements of
passage of title under State law). The parties also agree that
the direct sales agreement between petitioner and Northern
Telecom, Inc. (NTI), in effect from January 1, 1983, to
December 31, 1985 (the Sprint/NTI agreement), is representative
of all of the agreements pursuant to which petitioner acquired
the digital switches in issue. Therefore, we must determine
whether petitioner owned the software load transferred by NTI to
petitioner (the NTI software load). Whether petitioner became
the owner of the NTI software load is a question of fact to be
ascertained by reference to the Sprint/NTI agreement, read in
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