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<Read Me First>
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g) develop or have developed derivative software or other computer programs which are
based on the Software Product unless otherwise permitted by Yokogawa in writing.
2.3 Any and all technology, algorithms, know-how and process contained in or applicable on
the Software Product are the intellectual property or trade secret of Yokogawa or any of its
licensors. Copyright, trademark and any other intellectual property rights in and ownership
of the Software Product shall be retained by Yokogawa or any of its licensors and none of
the rights will be transferred to Licensee hereunder.
2.4 Licensee agrees to maintain the aforementioned intellectual property and trade secrets of
Yokogawa or any of its licensors and key codes (software license files) in strict confidence,
not to disclose it to any party other than Licensee’s employees, officers, directors or similar
staff who have a legitimate need to know to use the Software Product and agreed in writing
to abide by the obligations hereunder.
2.5 Upon expiration or termination of this Agreement, the Software Product and its copies,
including extracts, shall be returned to Yokogawa and any copies retained in Licensee’s
hardware or any other media shall be deleted irretrievably. If Licensee disposes of media in
which the Software Product or its copy is stored, the contents shall be irretrievably deleted.
2.6 The Software Product may contain software which Yokogawa is granted a right to
sublicense or distribute by third party suppliers (“Third Party Software”). If suppliers of the
Third Party Software (“Supplier”) provide special terms and conditions for the Third Party
Software which differ from this Agreement, the special terms and conditions shall prevail
over this Agreement. Some Third Party Software may be licensed to Licensee directly by
Supplier.
2.7 The Software Product may contain open source software (“OSS”), for which separately
provided special terms and conditions shall take precedence over this Agreement.
3. Restrictions on use
3.1 Unless otherwise agreed in writing between Licensee and Yokogawa, the Software Product
is not intended, designed, produced or licensed for aircraft operation or control, ship
navigation, or ground facility or device for support of the aforesaid operation or control, nor
for planning, construction, maintenance or operation of any nuclear related facility.
3.2 If the Software Product is used for the above mentioned purposes, neither Yokogawa nor
Supplier assumes liability for any claim or damage arising from the said use and Licensee
shall indemnify and hold Yokogawa, Supplier, their affiliates, subcontractors, officers,
directors, employees and agents harmless from any liability or damage whatsoever,
including any court costs and attorney’s fees, arising out of or related to the said use.
4. Warranty
4.1 Yokogawa warrants that, for one year from the delivery by Yokogawa or any other period
to be agreed by Yokogawa in writing (“Warranty Period”), the Software Product shall, if
it is properly used under the operational conditions and on the hardware designated by
Yokogawa and if used in accordance with the environmental or other conditions defined by
Yokogawa and/or hardware supplier, operate substantially in compliance with the manuals
or functional specifications provided by Yokogawa. The Warranty Period commences from
the delivery of the Software Product by Yokogawa or when any part of the Software Product
is used for operation, whichever comes earlier.
4.2 Under no conditions will Yokogawa warrant that:
a) operation of the Software Product is uninterrupted;
b) the Software Product is error free;
c) the Software Product is completely corrected;
d) the Software Product has no inconsistency or interference with other software;
e) the Software Product fits for a particular purpose or your intention; or
f) the Software Product or the results arising therefrom is precise, reliable or up-to-date.
4.3 In case, during the Warranty Period, it is found that the Software Product does not operate
in compliance with the manuals or functional specifications of Yokogawa, or its medium
has a physical defect, Yokogawa will, at Yokogawa’s discretion, repair, replace or present a
workaround without charge, unless otherwise agreed by Yokogawa. However, if Yokogawa
engineer or other engineer is required to attend for repair, replacement or implementing
a workaround at the site, you will be charged for the site service fee. If Yokogawa deems
necessary, you are required to initialize or stop the operation of the system, facility or
equipment in or on which the Software Product is installed.
