Advanced Medical Optics (EYE)

AMO EQUIPMENT

7.01 AMO Equipment.

The AMO Entities and their lessors shall retain all rights, title and interest in and to all AMO Equipment, and, at all times, IBM’s possession of AMO Equipment shall be as a bailee under a bailment for hire. IBM shall, at its expense, protect and defend the applicable AMO Entity’s and lessor’s title and rights to the AMO Equipment in connection with IBM’s obligations under this Agreement (including, its obligations under this Article 7). IBM agrees to take (and require all IBM Staff to take) all acts reasonably required to ensure that the AMO Equipment shall (i) be clearly marked or tagged at all times as AMO’s property; (ii) be and remain personal property and not become a fixture to real property; (iii) be subject to inspection by AMO at any time with reasonable prior notice; (iv) be used solely as contemplated herein and as per AMO’s instructions; (v) not be opened or modified in any manner except as expressly set forth or contemplated in the SOW; (vi) not be rented, sold, leased or otherwise transferred (or used for the benefit of IBM or any third party); (vii) not be transferred from the applicable IBM Designated Service Location or Additional IBM Designated Service Location without AMO’s written consent; (viii) not be reverse assembled, reverse compiled or reverse engineered; (ix) be installed in a safe place and environment that meets the manufacturer’s operating specifications for the AMO Equipment; and (x) not be encumbered by a security interest of any creditor of IBM in any manner (by assignment for the benefit of creditors or filing of any UCC statement or otherwise) or subject to any lien or judgment. IBM shall return the AMO Equipment upon request by AMO and will bear all risk of loss or damage, other than for reasonable wear and tear, to the AMO Equipment until it is returned to the AMO selected carrier. AMO shall in its sole

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discretion determine the manner and procedure for the shipment of AMO Equipment to and from IBM and will pay all associated shipping costs. IBM waives any legal or equitable right it may have to withhold the AMO Equipment and, upon request by AMO, agrees to execute all documents or instruments evidencing the applicable AMO Entity’s and its lessor’s ownership of and/or rights to the AMO Equipment. IBM shall immediately notify AMO of any loss or damage to the AMO Equipment and shall repair or replace any damaged AMO Equipment to the extent caused by IBM less normal wear and tear. Notwithstanding the foregoing, AMO remains responsible for acquiring any maintenance agreements for the AMO Equipment necessary for IBM to meet IBM’s obligations under the Agreement, including Service Levels affected by the AMO Equipment. If AMO requests the return of a piece of AMO Equipment during performance of any of the Covered Services, IBM shall provide written notice to AMO within 5 days indicating which if any of the Covered Services it will not be able to perform. If following such notice, AMO elects to have such equipment returned, IBM shall be excused from its failure to perform such Covered Services; provided that the Steering Committee shall determine in good faith the appropriate reduction in the Charges.