iii
4.
TERM AND TERMINATION
4.1
This License shall become effective as of the date of Your execution of this License and shall remain in effect
until terminated as provided hereafter.
4.2
This License terminates immediately upon termination of the HEPGTC.
4.3
CAE Healthcare may terminate this License immediately, upon written notice, should Licensee:
(a)
fail to comply with any of the terms and conditions of this License;
(b)
terminate or suspend its business; make an assignment for the benefit of creditors, or any proceedings are
instituted by any party or against it seeking to declare it bankrupt or insolvent, or seeking liquidation, winding-up,
reorganization, arrangement, adjustment, protection, relief or composition of its debts under any law relating to
bankruptcy, insolvency, reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment
of a receiver, trustee or other similar official for it or for any substantial part of its property;
4.4
Upon termination of this License, Licensee agrees to immediately discontinue use of the Confidential
Information and the Product, and to return same to CAE Healthcare as well as any copies, summaries or extracts thereof,
with any associated CD ROM(s), DVD, keys, dongles or other devices as may be directed by CAE Healthcare. At CAE
Healthcare’s request, Licensee shall promptly provide a written certificate signed by an officer of Licensee confirming
that such items have been returned to CAE Healthcare or destroyed as so directed by CAE Healthcare.
4.5
The following shall survive and continue in full force and effect notwithstanding any termination of this
License: the obligations of Licensee under Sections 2 (License), 5 (Non-Disclosure); as well as any other clauses which by
their nature and context are intended to survive.
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.
License/Copyright
Summary of Contents for METIman
Page 1: ...METIman User Guide...
Page 2: ......
