Tait Software Licence Agreement 97Tait Software Licence AgreementThis Software License Agreement("Agreement") is between you (“Licensee”)and Tait Electronics Limited (“Tait").By using any of the Software itemsembedded and pre-loaded in the related TaitDesignated Product, included on CD,downloaded from the Tait website, orprovided in any other form, you agree to bebound by the terms of this Agreement. If youdo not agree to the terms of this Agreement,do not install or use any of the Software. Ifyou install or use any of the Software, thatwill be deemed to be acceptance of theterms of this Agreement.For good and valuable consideration, theparties agree as follows:S ECTION 1 DEFINITIONS“Confidential Information” means all orany information supplied to or received byLicensee from Tait, whether before or afterinstallation or use and whether directly orindirectly pertaining to the Software andDocumentation supplied by Tait, includingwithout limitation all information relating tothe Designated Products, hardware,software; copyright, design registrations,trademarks; operations, processes, andrelated business affairs of Tait; and includingany other goods or property supplied by Taitto Licensee pursuant to the terms of thisAgreement.“Designated Products” means productsprovided by Tait to Licensee with which or forwhich the Software and Documentation islicensed for use.“Documentation” means product andsoftware documentation that specifiestechnical and performance features andcapabilities; user, operation, and trainingmanuals for the Software; and all physical orelectronic media upon which suchinformation is provided.“Executable Code” means Software in aform that can be run in a computer andtypically refers to machine language, which iscomprised of native instructions thecomputer carries out in hardware.Executable code may also refer to programswritten in interpreted languages that requireadditional software to actually execute.“Intellectual Property Rights” and“Intellectual Property” mean the followingor their substantial equivalents orcounterparts, recognized by or throughaction before any governmental authority inany jurisdiction throughout the world andincluding, but not limited to all rights inpatents, patent applications, inventions,copyrights, trademarks, trade secrets, tradenames, and other proprietary rights in orrelating to the Software and Documentation;including any adaptations, corrections, de-compilations, disassemblies, emulations,enhancements fixes, modifications,translations and updates to or derivativeworks from, the Software or Documentation,whether made by Tait or another party, orany improvements that result from Taitprocesses or, provision of informationservices.“Licensee” means any individual or entitythat has accepted the terms of this License.“Open Source Software” means softwarewith freely obtainable source code andlicense for modification, or permission forfree distribution.“Open Source Software License” meansthe terms or conditions under which theOpen Source Software is licensed.“Person” means any individual, partnership,corporation, association, joint stockcompany, trust, joint venture, limited liabilitycompany, governmental authority, soleproprietorship, or other form of legal entityrecognized by a governmental authority.“Security Vulnerability” means any flaw orweakness in system security procedures,design, implementation, or internal controlsthat if exercised (accidentally triggered orintentionally exploited) could result in asecurity breach such that data iscompromised, manipulated, or stolen, or asystem is damaged.“Software” (i) means proprietary softwarein executable code format, and adaptations,translations, de-compilations, disassemblies,emulations, or derivative works of suchsoftware; (ii) means any modifications,