Tait TM9356 User Manual

39 Tait general software licence agreementby a Customer, the Licensee may transfer suchSoftware, but only if a) Licensee transfers allcopies of such Software and the related Docu-mentation to the transferee and b) Licenseehas first obtained from its Customer (and, ifLicensee is acting as a subcontractor, from theinterim transferee(s) and from the ultimateend user sub license) an enforceable subli-cense agreement that prohibits any othertransfer and that contains restrictions substan-tially identical to the terms set forth in thisSoftware License Agreement. Except as statedin the foregoing, Licensee and any trans-feree(s) authorised by this Section may nototherwise transfer or make available any TaitSoftware to any third party nor permit anyparty to do so. Licensee will, on request, makeavailable evidence reasonably satisfactory toTait demonstrating compliance with all theforegoing.Section 8 TERM AND TERMINATION8.1. Licensee’s right to use the Software andDocumentation will commence when theDesignated Products are supplied by Tait toLicensee and will continue for the life of theDesignated Products with which or for whichthe Software and Documentation are supplied,unless Licensee breaches this Agreement, inwhich case this Agreement and Licensee'sright to use the Software and Documentationmay be terminated immediately upon noticeby Tait.8.2. Within thirty (30) days after terminationof this Agreement, Licensee must certify inwriting to Tait that all copies of the Softwarehave been removed or deleted from the Desig-nated Products and that all copies of the Soft-ware and Documentation have been returnedto Tait or destroyed by Licensee and are nolonger in use by Licensee.8.3. Licensee acknowledges that Tait made aconsiderable investment of resources in thedevelopment, marketing, and distribution ofthe Software and Documentation and thatLicensee's breach of this Agreement will resultin irreparable harm to Tait for which monetarydamages would be inadequate. If Licenseebreaches this Agreement, Tait may terminatethis Agreement and be entitled to all availableremedies at law or in equity including immedi-ate injunctive relief and repossession of allnon-embedded Software and associatedDocumentation. Licensee shall pay all Taitcosts (on an indemnity basis) for the enforce-ment of the terms of this Agreement.Section 9 CONFIDENTIALITYLicensee acknowledges that the Software andDocumentation contain proprietary and Confi-dential Information valuable to Tait and areTait trade secrets, and Licensee agrees torespect the confidentiality of the informationcontained in the Software and Documenta-tion.Section 10 LIMITATION OF LIABILITY10.1. In no circumstances shall Tait be underany liability to Licensee, or any other personwhatsoever, whether in Tort (including negli-gence), Contract (except as expressly providedin this Agreement), Equity, under any Statute,or otherwise at law for any losses or damageswhether general, special, exemplary, punitive,direct, indirect, or consequential arising out ofor in connection with any use or inability ofusing the Software.10.2. Licensee’s sole remedy against Tait willbe limited to breach of contract and Tait soleand total liability for any such claim shall belimited at the option of Tait to the repair orreplacement of the Software or the refund ofthe purchase price of the Software.Section 11 GENERAL11.1. COPYRIGHT NOTICES. The existence of acopyright notice on the Software will not beconstrued as an admission or presumption ofpublication of the Software or public disclo-sure of any trade secrets associated with theSoftware.11.2. COMPLIANCE WITH LAWS. Licenseeacknowledges that the Software may besubject to the laws and regulations of thejurisdiction covering the supply of the Desig-nated Products and will comply with all appli-cable laws and regulations, including exportlaws and regulations, of that country.