9.1 The PROVIDER shall furnish all systems and software provided in Components 1, 2 and 3, and their accompanying licenses and grant to COMELEC a one-time non-transferable right or license to use the software, system and other goods at the voting centers, canvassing/ consolidation centers, central servers, backup/ redundancy servers, and in such other locations as COMELEC may choose.

9.2 Should COMELEC exercise its option to purchase, it shall have perpetual, but non-exclusive, license to use said systems and software and may have them modified at COMELEC's expense or customized by the licensor for all future elections as hereby warranted by the PROVIDER, as per the license agreement. Accordingly, the PROVIDER shall furnish COMELEC the software in such format as will allow COMELEC to pursue the same.

9.3 COMELEC agrees that it shall not:

(a) transfer the software and related materials to any third party;

(b) reverse engineer, disassemble, decompile, modify or transmit the software in any form or by any means for any purpose other than for this Project, unless COMELEC has purchased it for Philippine elections; or

(c) use my software acquired hereunder for any purpose other than the operation of voting, counting and canvassing/consolidation of votes.

9.4 COMELEC may transport or transmit a copy of the systems from the original voting, counting or canvassing Site to another location by reason of a computer system malfunction.

9.5 The PROVIDER shall deposit in escrow kith the Bangko Sentral ng Pilipinas, a copy of the master disk together with the software listing, object code, source code and all other information and documentation and operations manuals.

The PROVIDER and COMELEC shall promptly make the source code of the Project available and open to any interested political party or groups which may conduct their own review thereof pursuant to Sec. 12 of RA 9369 in accordance with the provisions of Article 7.2 above.

After purchase, COMELEC shall be authorized to use the software system and make such alterations or modifications on the source code that are necessary or desirable for the proper use of the software system as provided in Article 9.2 above. COMELEC shall not sell, lease, transfer or otherwise convey the software to any other individual, company or entity. The PROVIDER undertakes and guarantees to keep such information and documentation upto-date. Escrow charges or expenses shall be for the account of the PROVIDER.

9.6 The PROVIDER warrants that the software system can perform the functions specified in the RFP. SMARTMATIC further warrants that it has the right to license the perpetual use of the software system in accordance with the provisions of Article 9.

	Article 8	Table of Contents	Article 10