iScout® System User’s Manual
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© McQ Inc 2008
9. CONFIDENTIALITY
The Software, even though provided to you in object code form, inherently contains source code, trade secrets, and
proprietary know-how (“Confidential Information”) that belong to McQ, and it is being made available to you in
strict confidence. ANY UNAUTHORIZED USE OR DISCLOSURE OF THE SOFTWARE, OR OF ITS
ALGORITHMS, PROTOCOLS, OR INTERFACES MAY BE ACTIONABLE AS A VIOLATION OF McQ’s
TRADE SECRET RIGHTS.
Without prejudice to any and all prohibitions against reverse engineering or de-compiling the Software, you
acknowledge and agree that maintaining the confidentiality of Confidential Information is vital to the legitimate
business interests of McQ. You shall not at anytime, whether during the Term of this Agreement or thereafter,
disclose to any person or use any Confidential Information, or permit any person to examine and/or make copies of
any media which contain or were derived from Confidential Information, whether prepared by the You or otherwise,
without the prior written permission of McQ. You shall take all reasonable precautions to prevent any other person
or entity from acquiring, using or divulging Confidential Information anytime, unless McQ expressly permits in
writing the disclosure of the Confidential Information. In the event of the loss, disclosure or theft of any item
containing such information, You shall promptly notify McQ in writing of such event describing the item and its
contents. Upon request by McQ, and in any event immediately without the necessity of a request upon termination
or expiration of this Agreement, You shall turn over to McQ all Confidential Information in your possession or
under your control. The Parties agree that the Software shall be deemed a trade secret and Confidential Information
of the McQ. Any trade secret hereunder shall also be entitled to all of the protections and benefits under state law,
18 U.S.C. § 1831 et seq., and any other applicable law.
10. U.S. GOVERNMENT – UNLIMITED RIGHTS
This Software has previously been delivered and licensed to the U.S. Government with “Unlimited Rights.” U.S.
Government customers are therefore governed by the terms and conditions delineated under "Unlimited Rights" in
FAR 52.227-14 “Rights in Data – General,” DFAR 252.227-7013 “Rights in Technical Data - Noncommercial
Items,” and/or DFAR 252.227-7014 “Rights in Noncommercial Computer Software and Noncommercial Computer
Software Documentation,” as applicable. If this Agreement fails to meet the Government's minimum needs, or is
inconsistent with Federal procurement law, then the Government agrees to notify McQ in writing. The
manufacturer of the Software is McQ Inc, 1551 Forbes Street, Fredericksburg, VA 22405 USA.
11. MISCELLANEOUS
(a) This Agreement shall be governed and construed by the laws of the Commonwealth of Virginia. Any legal action
between the parties shall be initiated and conducted exclusively in the federal and state courts located within
Alexandria, Virginia, United States of America, and in any such legal action, the parties hereby consent to the
exclusive jurisdiction of, and venue in, such courts. In the event of litigation between you and McQ concerning the
Software or Documentation, the prevailing party in the litigation will be entitled to recover reasonable attorneys’
fees and expenses from the other party.
(b) You agree that the Software and Documentation will not be shipped, transferred, or exported outside of the
United States in any manner prohibited by the United States Export Administration Act or any other export laws,
restrictions, or regulations.
(c) If, for any reason, a court of competent jurisdiction finds any provision of this license, or portion thereof, to be
unenforceable, that provision shall be enforced to the maximum extent permissible so as to effect the intent of the
parties, and the remainder of this license shall continue in full force and effect.
(d) No delay on the part of McQ in exercising any right or remedy under this Agreement shall operate as a waiver
thereof, nor shall any single or partial exercise of any right or remedy under this Agreement preclude any other or
further exercise of such right or remedy. Failure of McQ to enforce compliance with any term, provision or
condition of this Agreement shall not constitute a waiver of such term or condition.
(e) This Agreement constitutes the entire agreement between you and McQ relating to the subject matter, and
supersedes all other agreements, written or oral, relating to the subject matter. This Agreement may not be
amended, modified or altered in any respect whatsoever except in writing designated as such and signed by both
parties.
(f) Wherever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and
