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Valleylab FT10 Energy Platform User’s Guide
Software License
Software License
Customer hereby acknowledges that Covidien LP and or its affiliates (collectively called
“COVIDIEN” herein) owns the entire right, title, and interest in and to the Software, as
mat be installed in the Products or Equipment addressed herein or provided separately
(“Software”) (including all of the computer code, source and object, comprising the
Software and all components and elements thereof), and all associated manuals,
drawings, technical information and Documentation (collectively, the “Documentation”),
including, without limitation, all patent, copyright, trademark, trade secret and other
intellectual property or proprietary rights (“Intellectual Property Rights”) in and to the
Software and all components and elements thereof all of which shall remain the sole and
exclusive property of Covidien. The amount paid by the Customer for the Products and/or
Equipment incorporating the Software includes as a portion of that amount, a license fee
granting Customer only the rights set forth in this Software License. This Software
License will be superseded by any express Software agreement between Covidien and
Customer The use of term “Product” herein includes Products and/or Equipment as
applicable.
1. Single User License Grant
: COVIDIEN grants to Customer a limited, nonexclusive,
non-sublicensable, nontransferable and revocable license to use the Software, exclusively
at location identified by Customer on the order form as the ship-to location of the
Products, solely in machine-readable object code form, and only on a single central
processing unit embedded in the Products as provided by COVIDIEN under this
agreement, and solely for the Customer’s internal business purpose in the operation of
the Products provided by COVIDIEN under this agreement. Notwithstanding anything to
the contrary contained in this Agreement, the Software is licensed to be used on only
one computing device or Product, and a valid license must be obtained under this
Agreement for each computing device or Product with which the Software is used or in
which the Software is embedded.
2. Restrictions on Use
: Except to the extent expressly authorized in these Software
License Terms or by law, Customer shall not and shall not cause any third part 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) of or based on the Software, or alter the Software in
any way; (iii) merge the Software with any other software or product not supplied by
Covidien; (iv) use, copy, sell, sublicense, lease, rent, loan, assign, convey or otherwise
transfer the Software except as expressly authorized by this 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 third parties; (vi) remove or
modify any copyright, confidential or proprietary markings, legends or restrictions that
are in the Software originally supplied to Customer; or (vii) violate any obligations with
regard to Covidien’s Confidential Information (as defined below). 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 unless
and until Customer has given Covidien not less than 30 days’ prior 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. This License will terminate immediately upon
notice from Covidien if Customer fails to comply with any provision of this License or any
agreement.
