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ClosureRFG Radiofrequency Generator
Software License
Software License
The Product includes proprietary software and computer programs copyrighted and
owned by Covidien LP. Covidien LP retains all right, title and interest to the proprietary
software, computer programs, and all portions thereof, and any associated
documentation (collectively, the “Software”) provided to Customers as may be installed
in the Products and equipment addressed herein or provided separately, and it has the
sole right to grant license to the Software hereunder. Customer acknowledges and
hereby accepts that the Product contains certain software licensed from third parties,
including open source software (collectively, “Third Party Software”) that may be subject
to additional or different license terms.
The evaluation allowance herein and any ultimate price paid by Customer for the
Products incorporating the Software include as a portion of that evaluation allowance, or
price, a license fee granting Customer only the rights set forth in this Software License.
Customer further acknowledges and agrees that the Software is owned exclusively by
COVIDIEN. The Software is licensed to be used on only one computing device or Product,
and a valid license must be purchased for each computing device on which the Software
is installed.
Single User License Grant
: COVIDIEN grants to Customer a limited, nonexclusive, non-
sublicensable, nontransferable and revocable license to use the Software, exclusively at
Customer’s location as identified by Customer as the ship-to location of the Product,
solely in machine-readable object code form only on a single central processing unit
owned or leased by Customer or otherwise embedded in equipment provided by
COVIDIEN, and for the sole purpose of Customer’s internal business purpose in the
operation of the Product or equipment purchased from, other otherwise provided by,
COVIDIEN or its affiliates.
Except to the extent expressly authorized in this Software License or by law, Customer
shall not and shall not cause any third party to: (i) decompile, disassemble, or reverse
engineer the Software; (ii) modify or create any derivative works (including, without
limitation, translations, transformations, adaptations or other recast or altered versions)
based on the Software, or alter the Software in any way; (iii) merge the Software with
any other software or product not supplied by Supplier; (iv) use, copy, sell, sublicense,
lease, rent, loan, assign, convey or otherwise transfer the Software except as expressly
authorized by the Agreement; (v) distribute, disclose or allow use of the Software, in any
format, through any timesharing service, service bureau, network or by any other means,
to or by any third parties; (vi) remove or modify any copyright, confidential and/or
proprietary markings, legends or restriction which are in the Software originally supplied
to Customer; or (vii) violate any obligations with regard to COVIDIEN’s Confidential
Information. To the extent that Customer is expressly permitted by applicable mandatory
law to undertake any of the activities listed in the preceding sentence, Customer will not
exercise those rights until Customer has given COVIDIEN thirty (30) days written notice of
Customer’s intent to exercise any such rights unless an order of a government agency of
competent jurisdiction will not so allow.
Except for the limited license rights expressly granted in this Software License, COVIDIEN
reserves all rights in and to the Software and any modifications thereto and derivations
thereof, including, but not limited to, all title, ownership, intellectual property rights and
all other rights and interests. Customer will own only the hardware or physical media on
which the Software is stored or processed, if any.