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INM 9475-ETG Rev 1
or any other right or power. Waiving one breach will not be construed to waive any
succeeding breach. All waivers must be in writing and signed by the party waiving
rights. No provisions in Authorized Party’s purchase orders, or in any other business
forms employed by Authorized Party, will supersede the terms and conditions of this
Agreement.
Export Rules and U.S. Government Restricted Rights.
The Authorized Party
agrees not to provide access to or use of the Product Software to any citizen of a
country to which access or use thereof is barred, or to which exports or shipments are
barred, or to anyone on the U.S. Treasury Department’s list of Specially Designated
National or the U.S. Department of Commerce Denied Person’s List or Entity List
or any other restricted parties lists by the United States government. Further, the
Authorized Party will not shop, transfer or export the Product Software into any country
or use the Product Software in any manner prohibited by the United States Export
Administration Act or any other export laws, restrictions or regulations (collectively the
"
Export Laws
"). In addition, if the Product Software is identified as export controlled
items under the Export Laws, the Authorized Party represents and warrants that it is
not a citizen of, or otherwise located within, an embargoed nation and that it is not
otherwise prohibited under the Export Laws from receiving access to or using the
Product Software. All rights to access and use of the Product Software are granted on
condition that such rights are forfeited if the Authorized Party fails to comply with the
terms of this Agreement.
If the Software is licensed to agencies of the U.S. Government, the Software is a
"commercial item" as that term is defined at 48 C.F.R. § 2.101, consisting of
"commercial computer software" and "commercial computer software documentation",
as such terms are used in 48 C.F.R. § 12.212, and is provided to the U.S. Government
only as a commercial end item. Consistent with 48 C.F.R. § 12.212 and 48 C.F.R. §§
227.7202-1 through 227.7202-4, all U.S. Government End Users acquire the Software
with only those rights set forth herein. Contractor/manufacturer is Eaton Corporation,
1000 Eaton Boulevard, Cleveland, Ohio 44122.
Compliance with License and Laws.
The Authorized Party agrees to comply with all
federal, state, local and foreign laws, regulations, rules and ordinances pertaining to
the license granted under this Agreement. In the event that any part of this Agreement
is determined to violate any applicable federal, state, local or foreign laws, rules or
regulations, then the remaining provisions of this Agreement shall remain in full force
and effect and shall be enforced to fullest extent permitted by law.
Governing Law and Interpretation.
To the extent not prohibited by law, the Authorized
Party agrees that this Agreement and all disputes, claims, actions, suits or other
proceedings arising hereunder shall be governed by, and construed in accordance
with, the substantive law of the State of Ohio applicable to contracts wholly made and
to be performed within the State of Ohio, and to irrevocably submit to the sole and
exclusive jurisdiction of the courts of Ohio or the Federal courts of the Northern District
of Ohio, and to irrevocably consent to the exercise of personal jurisdiction by such
courts and waive any right to plead, claim or allege that Ohio is an inconvenient forum.
Agreement.
This Agreement constitutes the entire agreement regarding the use of the
Product Software and supersedes any prior or contemporaneous understandings and
agreements related to its subject matter.
Any questions regarding this Agreement should be directed to Eaton at:
Eaton
