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Valleylab FT10 Energy Platform User’s Guide
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Software License
3. Reservation of Rights
: Notwithstanding anything to the contrary contained in this
Agreement, or any order form, purchase order or agreement between the parties, all
rights not expressly granted by Covidien to Customer are reserved to and retained by
Covidien and Covidien expressly is not selling, assigning or otherwise transferring to
Customer, and Customer is not purchasing or otherwise acquiring or obtaining, any of
Covidien’s Intellectual Property Rights or other rights in or to the Software or
Documentation.
4. Confidentiality
: Customer agrees that the Software and the Documentation, and all
components and elements of the Software and Documentation, including, without
limitation, the specific design and structure of individual programs, constitutes
confidential information and trade secrets of Covidien (the “Confidential Information”).
Customer agrees not to disclose, provide, or otherwise make available such Confidential
Information, including, without limitation, any trade secrets or copyrighted material, in
any form to any third party. Customer agrees that it will make the Software available only
to those employees, contractors, or consultants of Customer with a specific need to
know, who are obligated to comply with the restrictions contained in these Software
License Terms and to maintain secrecy of the Software and all other Confidential
Information and are properly trained in its use. Customer is responsible for the
compliance of all users of the Software and Products with these obligations and shall
cause all users of the Software and Products to comply with these obligations. Customer
acknowledges that the Software embodies proprietary trade secrets of Covidien
including, without limitation, technical and non-technical information regarding the
Software and the development and manufacture of the same. Customer hereby agrees
to maintain the confidentiality of such trade secrets using at least as great a degree of
care as Customer uses to maintain the confidentiality of its own most confidential
information. Customer shall communicate these obligations to those employees and
agents of Customer who come into contact with the Software, and shall use its best
efforts to ensure their compliance with all confidentiality obligations applicable to
Customer.
5. Change Orders
: Covidien shall have the right, at any time during the Term, by written
request to Customer (an “Update Notice”), to require that Customer return the Products
and Software to Covidien for such periods of time as are required by Covidien (“Update
Periods”) or to allow Covidien to access the Software at the Customer’s location for the
purpose of enabling Covidien to incorporate Software revisions, updates or modifications
from time to time. Upon receipt of an Update Notice, Customer shall return the
requested Products and Software to Covidien at Covidien’s cost and expense, or work
with Covidien to find a suitable time for Covidien to access the Software at the
Customer’s location. Customer acknowledges and agrees that during Update Periods, if
the Software must be returned to Covidien, the Products and Software will be
unavailable to Customer and in Covidien’s possession. Covidien will use reasonable
commercial efforts to perform the revisions, updates or modifications and to return the
revised, updated or modified Products and Software to Customer as soon as is reasonably
practicable.
6. Software License Term
: The term of the Software license granted under this
Software License shall be for the commercial life of the associated Product or Equipment.
7. Limited Warranty
: Covidien represents and warrants to Customer that the Software
will perform substantially as described in Covidien's then current Documentation for such