see or by third party staff; (e) influences from systems or programs that have
not been supplied by Licensor; or (f) use on a computer facility other than the
Specified Computer Facility.
In the event that Licensor is not responsible for a defect pursuant to these
warranty provisions or that Licensor incurs additional expenditure as a result of
the failure of Licensee to comply fully with its obligations under this Section 3
(including, without limitation, its obligation to support and provide documenta-
tion to Licensor), Licensor shall have the right to charge Licensee for the costs
that it incurs for the analysis and rectification of the defect according to the
time and materials required and in accordance with the applicable rates
charged by Licensor at the time.
4 Intellectual Property Rights
Licensee shall only hold those rights to the Software that are expressly descri-
bed in Section 2 of this License Agreement. Any other rights with regard to the
Software, including without limitation,
ownership rights and patent, copy-
right, trademark, trade secret and other intellectual property rights
,
shall remain the sole
property of Licensor
. Licensee will not remove from the
Software any references to copyrights, trademarks or other ownership rights,
or cover up or alter any such references. Licensee will take all reasonable steps
to prevent any unauthorized use, reproduction, sale, or publication of the Soft-
ware or the unauthorized provision of access thereto. Licensee will indemnify
and hold harmless Licensor from any losses, damages, claims and expenses
(including, without limitation, reasonable legal expenses) relating to any
infringement of the rights of Licensor caused by Licensee, Licensee’s breach of
this License Agreement or Licensee’s use of the Software in a manner not
authorized under this license agreement.
In the event that Licensee faces legal proceedings
based on the allegation
that Licensee’s use of a valid, unmodified version of the Software in accord-
ance with the terms and conditions of this License Agreement infringes an
existing intellectual property right in Switzerland, the European Union, Japan,
the USA or in any other countries where Licensor sells the Software, or that
such use constitutes unfair competition, Licensor shall defend any such pro-
ceedings at its own expense, provided that Licensee has informed Licensor
immediately in writing of the proceedings raised, has granted Licensor a Power
of Attorney authorizing it to conduct and settle the legal proceedings, and, if
requested by Licensor, has provided Licensor with reasonable support in the
defence of such proceedings.
In the event that, in the sole opinion of Licensor, the
valid, unmodified ver-
sion of the Software could infringe the intellectual property rights of
third parties
, it shall at its own exclusive discretion (a) either obtain authori-
zation from such third party for the continued use of the Software by Licensee,
(b) replace the Software, (c) modify it in such a manner that there is no longer
any infringement of intellectual property rights, or (d) if the foregoing meas-
ures are not within the bounds of what is reasonably possible, terminate this
Agreement effective immediately and refund to Licensee a portion of the
license fees paid (after deduction of an appropriate payment for the use
already made of the Software by Licensee).
Notwithstanding the foregoing, Licensor shall be relieved of its obligations
under the prior two paragraphs of this Section 4 if the infringement claim is
based on the allegation or fact that the Software (a) has been modified by
Licensee, or (b) is being used with other programs or data and such combina-
tion has led to an infringement of a third party right, (c) has been used on a
computer facility other than the Specified Computer Facility, or (d) has been
8
Leica Geosystems Software Licence Agreement
