Tait TM8260, User Manual

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72 Tait general software licence agreement
Documentation may be terminated immedi-
ately upon notice by Tait.
8.2. Within thirty (30) days after termination
of this Agreement, Licensee must certify in
writing to Tait that all copies of the Software
have been removed or deleted from the Desig-
nated Products and that all copies of the Soft-
ware and Documentation have been returned
to Tait or destroyed by Licensee and are no
longer in use by Licensee.
8.3. Licensee acknowledges that Tait made a
considerable investment of resources in the
development, marketing, and distribution of
the Software and Documentation and that
Licensee's breach of this Agreement will result
in irreparable harm to Tait for which monetary
damages would be inadequate. If Licensee
breaches this Agreement, Tait may terminate
this Agreement and be entitled to all available
remedies at law or in equity including immedi-
ate injunctive relief and repossession of all
non-embedded Software and associated
Documentation. Licensee shall pay all Tait
costs (on an indemnity basis) for the enforce-
ment of the terms of this Agreement.
Section 9 CONFIDENTIALITY
Licensee acknowledges that the Software and
Documentation contain proprietary and Confi-
dential Information valuable to Tait and are
Tait trade secrets, and Licensee agrees to
respect the confidentiality of the information
contained in the Software and Documenta-
tion.
Section 10 LIMITATION OF LIABILITY
10.1. In no circumstances shall Tait be under
any liability to Licensee, or any other person
whatsoever, whether in Tort (including negli-
gence), Contract (except as expressly provided
in this Agreement), Equity, under any Statute,
or otherwise at law for any losses or damages
whether general, special, exemplary, punitive,
direct, indirect, or consequential arising out of
or in connection with any use or inability of
using the Software.
10.2. Licensee’s sole remedy against Tait will
be limited to breach of contract and Tait sole
and total liability for any such claim shall be
limited at the option of Tait to the repair or
replacement of the Software or the refund of
the purchase price of the Software.
Section 11 GENERAL
11.1. COPYRIGHT NOTICES. The existence of a
copyright notice on the Software will not be
construed as an admission or presumption of
publication of the Software or public disclo-
sure of any trade secrets associated with the
Software.
11.2. COMPLIANCE WITH LAWS. Licensee
acknowledges that the Software may be
subject to the laws and regulations of the
jurisdiction covering the supply of the Desig-
nated Products and will comply with all appli-
cable laws and regulations, including export
laws and regulations, of that country.
11.3. ASSIGNMENTS AND SUBCONTRACT-
ING. Tait may assign its rights or subcontract
its obligations under this Agreement, or
encumber or sell its rights in any Software,
without prior notice to, or consent of,
Licensee.
11.4. GOVERNING LAW. This Agreement shall
be subject to and construed in accordance
with New Zealand law and disputes between
the parties concerning the provisions hereof
shall be determined by the New Zealand
Courts of Law. Provided however Tait may at
its election bring proceedings for breach of the
terms hereof or for the enforcement of any
judgment in relation to a breach of the terms
hereof in any jurisdiction Tait considers fit for
the purpose of ensuring compliance with the
terms hereof or obtaining relief for breach of
the terms hereof.
11.5. THIRD-PARTY BENEFICIARIES. This
Agreement is entered into solely for the bene-
fit of Tait and Licensee. No third party has the
right to make any claim or assert any right
under this Agreement, and no third party is
deemed a beneficiary of this Agreement.
Notwithstanding the foregoing, any licensor or
supplier of third-party software included in the
Software will be a direct and intended third-
party beneficiary of this Agreement.