Tait TM9355, User Manual

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148 Tait Software License Agreement
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
Designated Products and that all
copies of the Software 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 immediate injunctive relief
and repossession of all non-
embedded Software and associated
Documentation. Licensee shall pay all
Tait costs (on an indemnity basis) for
the enforcement of the terms of this
Agreement.
S
ECTION
9 CONFIDENTIALITY
Licensee acknowledges that the
Software and Documentation contain
proprietary and Confidential
Information valuable to Tait and are
Tait trade secrets, and Licensee
agrees to respect the confidentiality of
the information contained in the
Software and Documentation.
S
ECTION
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 negligence), 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.
S
ECTION
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
disclosure 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 Designated
Products and will comply with all
applicable laws and regulations,
including export laws and regulations,
of that country.
11.3. ASSIGNMENTS AND
SUBCONTRACTING. 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.