User’s Guide – version 3.5
NetFlow Tracker
13
9.
Confidential Information and Security
9.1
During and after this Agreement, the Parties will keep in confidence and use only for the
purposes of this Agreement all Confidential Information. Confidential Information means
information belonging or relating to the Parties, their business or affairs, including without
limitation, information relating to research, development, Product, processes, analyses, data,
algorithms, diagrams, graphs, methods of manufacture, trade secrets, business plans,
customers, finances, personnel data, and other material or information considered confidential
and proprietary by the parties or which either party is otherwise informed is confidential or might
or ought reasonably expect that the other party would regard as confidential or which is marked
"Confidential". Confidential Information does not include any information (i) which one party knew
before the other party disclosed it to that party; (ii) which has become publicly known through no
wrongful act of either party, or either parties’ employees or agents; or (iii) which either party
developed independently, as evidenced by appropriate documentation; or (iv) which is required to
be disclosed by law.
9.2
The Parties will procure and ensure that each of its employees, agents, servants, sub-
contractors and advisers will comply with the provisions contained in this clause.
9.3
If either Party becomes aware of any breach of confidence by any of its employees,
officers, representatives, servants, agents or sub-contractors it shall promptly notify the other
Party and give the other Party all reasonable assistance in connection with any proceedings
which the other Party may institute against any such person.
9.4
This clause shall survive the termination of this Agreement.
10 Miscellaneous
10.1
This Agreement is personal to You and You shall not assign, sub-licence or otherwise
transfer this Agreement or any part of its right or obligations hereunder whether in whole or in
part without the prior written consent of Fluke. Nothing in this Agreement shall preclude Fluke
from assigning or sublicensing its rights and obligations under this Agreement.
10.2
If any provisions of the Agreement are held to be unenforceable, illegal or void in whole
or in part the remaining portions of the Agreement shall remain in full force and effect.
10.3
No Party shall be liable to the other for any delay or non-performance of its obligations
under this Agreement (save for the obligation of You to pay the Support Charges in accordance
with clause 3) arising from any cause or causes beyond its reasonable control including, without
limitation, any of the following: act of God, governmental act, tempest, war, fire, flood, explosion,
civil commotion, industrial unrest of whatever nature or lack of or inability to obtain power,
supplies or resources.
10.4
A waiver by either party to this Agreement of any breach by the other party of any of the
terms of this Agreement or the acquiescence of such party in any act which but for such
acquiescence would be a breach as aforesaid, will not operate as a waiver of any rights or the
exercise thereof.
10.5
No alterations to these terms and conditions shall be effective unless contained in a
written document made subsequent to the date of the terms and conditions signed by the
parties which are expressly stated to amend the terms and conditions of this Agreement.
10.6
This Agreement and all relationships created hereby will in all respects be governed by
and construed in accordance with the laws of Ireland in respect of all matters arising out of or in
connection with this agreement. The Parties hereby submit to the exclusive jurisdiction of the
Irish Courts. NOTHING IN THIS CLAUSE SHALL PREVENT FLUKE FROM TAKING AN ACTION FOR
PROTECTIVE OR PROVISIONAL RELIEF IN THE COURTS OF ANY OTHER STATE.
