CAE Healthcare Fidelis Lucina, User Manual

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End-User License Agreement
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5. NON-DISCLOSURE
5.1 Licensee agrees to keep this License and all Confidential Information obtained hereunder in strict confidence,
and shall only disclose same a) to Authorized Users solely for the Purpose and provided such access to the
Product conforms, at all times, to the terms and conditions governing the use of the Product contained herein, or
b) if required to be disclosed by law, and only to the extent of such disclosure and limited to the purpose
requested, with prior notice to CAE Healthcare to permit it to seek an appropriate remedy to prevent the
disclosure, or alternatively to agree to the terms of such disclosure.
5.2 The obligations of confidentiality, use and non-disclosure referred to in this Section 5 shall not apply to
information which: (i) is or becomes publicly available through no fault of Licensee; (ii) was already in the rightful
possession of Licensee prior to its receipt from CAE Healthcare; (iii) is independently developed by Licensee,
provided it is not, in whole or in part, related to the Product; and (iv) is obtained by Licensee in good faith and on
a non-confidential basis and without a use restriction from a third party who lawfully obtained and disclosed such
information. However, Confidential Information does not come within the foregoing exceptions merely because
features of it may be found separately or within a general disclosure in the public domain.
5.3 Licensee agrees to be responsible for enforcing the terms of this Section 5 and to take such action, legal or
otherwise, to the extent necessary to cause anyone having access to the Confidential Information to comply with
the terms and conditions set forth herein (including all actions that Licensee would take to protect its own trade
secrets and confidential information but with not less than reasonable care). Licensee shall be responsible and
indemnify, defend and hold harmless CAE Healthcare for any default caused by any such persons.
6. IRREPARABLE HARM
6.1 Licensee acknowledges that the Embedded Software and Data constitute a special, irreplaceable asset of
great value to CAE Healthcare, and that a breach, in any way, of any of Licensee’s obligations under Sections 2
(License), and 5 (Non-Disclosure) hereof would cause serious and irreparable harm to CAE Healthcare which may
not be adequately compensated for in damages. If the Licensee breaches any of such provisions, Licensee
consents to an injunction being issued against it restraining it from any further breach of such provision, without
derogation from any other remedy which CAE Healthcare may have in the event of such a breach.
7. WARRANTY, LIMITATION OF LIABILITY
7.1 THE SOLE WARRANTIES PROVIDED BY CAE HEALTHCARE ARE LIMITED TO THE WARRANTIES PROVIDED IN THE
MEPGTC. ANY WARRANTIES PROVIDED ARE PERSONAL AND NOT TRANSFERABLE.
7.2 CAE HEALTHCARE’S LIABILITY SHALL IN NO CIRCUMSTANCES EXCEED THE LIMITATION OF LIABILITY
INDICATED IN THE SPTGC. LIABILITY, IF ANY, SHALL BE SOLELY FOR DIRECT DAMAGES, NOT TO EXCEED ON A
CUMULATIVE BASIS THE AMOUNT PAID BY LICENSEE FOR THE PRODUCT.