TM9456 Dual-Radio Installation and Programming Guide
52
© Tait Limited
July 2016
Section 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.
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 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.
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 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.
11.5. THIRD-PARTY BENEFICIARIES. This Agreement is entered into
solely for the benefit 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.
11.6. SURVIVAL. Sections 4, 5, 6.3, 7, 8, 9, 10, and 11 survive the
termination of this Agreement.
