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<Read Me First>
(INCLUDING LIABILITY UNDER CLAUSE 6) SHALL EXCEED THE DEPRECIATED VALUE OF
THE LICENSE FEE PAID TO YOKOGAWA FOR THE USE OF THE CONCERNED PART OF
THE SOFTWARE PRODUCT.
If the Software Product delivered by Yokogawa is altered, modified or combined with other soft-
ware or is otherwise made different from Yokogawa catalogues, General Specifications, basic
specifications, functional specifications or manuals without Yokogawa's prior written consent,
Yokogawa shall be exempted from its obligations and liabilities under this Agreement or law.
8. Assignment
You shall not assign its rights or obligations under this Agreement without prior written consent
of Yokogawa. If you novate or assign this Agreement and the Software Product with Yokogawa's
consent, you shall transfer all copies and whole part of the Software Product to the assignee and
shall delete any copy of the Software Product in possession. This Agreement shall inure to the
benefit of and shall be binding on the successors of the parties.
9. Export Control
You agree to comply with the export control and related laws, regulations and orders of Japan,
the United States of America, and any other applicable countries and, if you export or reexport
the Software Product, to obtain export/import permit and take all necessary procedures under
your own responsibility and at your own expense.
10. Audit; Withholding
10.1 Yokogawa shall have the right to access and audit your facilities and any of your records,
including data stored on computers, in relation to the use of the Software Product as may be
reasonably necessary in Yokogawa's opinion to verify that the requirements of this Agree-
ment are being met.
10.2 Even after license being granted under this Agreement, should there be any change in
circumstances or environment of use which was not foreseen at the time of delivery and,
in Yokogawa's reasonable opinion, is not appropriate for using the Software Product, or if
Yokogawa otherwise reasonably believes it is too inappropriate for you to continue using the
Software Product, Yokogawa may suspend or withhold the license provided hereunder.
11.
Termination
Yokogawa shall have the right to terminate this Agreement with immediate effect upon notice to
you, if you or end users breach any of the terms and conditions hereof. Upon termination of this
Agreement, you shall, and make end users, promptly cease using the Software Product and, in
accordance with sub-clause 2.5, return or irretrievably delete all copies of the Software Product,
certifying the same in writing. In this case the license fee paid by you for the Software Product
shall not be refunded. Clauses 2.4 and 2.5, 6, 7 and 12 shall survive any termination of this
Agreement.
12. Governing Law; Disputes
This Agreement shall be governed by and construed in accordance with the laws of Japan. If you
are a
Japanese individual or entity, all disputes, controversies or differences which may arise
between the parties hereto, out of, in relation to or in connection with this Agreement ("Dispute")
shall be brought exclusively in the Tokyo District Court (The Main Court) in Japan. If you are not a
Japanese individual or entity, any Dispute shall be finally settled by arbitration in Tokyo, Japan in
accordance with the Commercial Arbitration Rules of the Japan Commercial Arbitration Associa-
tion. All proceedings in arbitration shall be conducted in the English language, unless otherwise
agreed. The award of arbitration shall be final and binding upon both parties, however, each party
may make an application to any court having jurisdiction for judgment to be entered on the award
and/or for enforcement of the award.
13. Miscellaneous
13.1 This Agreement supersedes all prior oral and written understandings, representations and
discussions between the parties concerning the subject matter hereof to the extent such
understandings, representations and discussions should be discrepant or inconsistent with
this Agreement.
13.2 If any part of this Agreement is found void or unenforceable, it shall not affect the validity
of the balance of the Agreement, which shall remain valid and enforceable according to its
terms and conditions. The parties hereby agree to attempt to substitute for such invalid or
unenforceable provision a valid or enforceable provision that achieves to the greatest extent
possible the economic, legal and commercial objectives of the invalid or unenforceable
provision.
13.3 Failure by either party to insist on performance of this Agreement or to exercise a right when
entitled does not prevent such party from doing so at a later time, either in relation to that
default or any subsequent one.
IM 01W01F01-11EN
