User’s Guide – version 3.5
NetFlow Tracker
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11.
CONFIDENTIAL INFORMATION AND SECURITY
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". For the avoidance of doubt, You shall treat the Product and any accompanying
documentation as Confidential Information. Confidential Information does not include any
information (i) which one Party lawfully 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.
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. 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. This clause 11 shall survive the termination of this
Agreement.
notwithstanding the above confidentiality provisions, in accepting this licence agreement, You
agree that, subject to any applicable data protection laws, Fluke may use your business name
and logo for the purposes of marketing and promotion of the product and its business and You
hereby grant Fluke a limited licence to use your business name and logo for these purposes.
12. EXPORT
CONTROL
You shall be responsible for and agree to comply with all laws and regulations of the United
States and other countries (“Export Laws”) to ensure that the Product is not exported directly, or
indirectly in violation of Export Laws or used for any purpose prohibited by Export laws.
13.
GOVERNING LAW AND JURISDICTION
13.1 This Agreement and all relationships created hereby will in all respects be governed by and
construed in accordance with the laws of the state of washington, united states of america, in
respect of all matters arising out of or in connection with this agreement. The Parties hereby
submit to the exclusive jurisdiction of the washington Courts. NOTHING IN THIS CLAUSE SHALL
PREVENT FLUKE FROM TAKING AN ACTION FOR PROTECTIVE OR PROVISIONAL RELIEF IN THE
COURTS OF ANY OTHER STATE.
14. MISCELLANEOUS
14.1 The provisions of clauses 3, 7, 8, 10, 11, 12, 13 and 14 and the obligation on you to
pay the licence fee shall survive the termination or expiry of this Agreement.
14.2 This Agreement is personal to You and You shall not assign, sub-licence or otherwise
transfer this Agreement or any part of your rights or obligations hereunder whether in whole or
in part save in accordance with this Agreement and with the prior written consent of Fluke and
You shall not allow the Product to become the subject of any charge, lien or encumbrance of
whatever nature. Nothing in this Agreement shall preclude the Licensor from assigning the
Product or any related documentation or its rights and obligations under this Agreement to a
third party and You hereby consent to any such future assignment.
14.3 This Agreement and the Support and Maintenance Agreement supersede all prior
representations, arrangements, understandings and agreements between the Parties herein
relating to the subject matter hereof, and sets out the entire and complete agreement and
understanding between the Parties relating to the subject matter hereof.
