Tait Software Licence Agreement 66
third parties on a "time sharing,"
"application service provider," "service
bureau" basis, or for any other similar
commercial rental or sharing
arrangement.
4.2. Licensee will not, and will not
directly or indirectly allow or enable
any third party to: (i) reverse engineer,
disassemble, extract components,
decompile, reprogram, or otherwise
reduce the Software or any portion
thereof to a human perceptible form or
otherwise attempt to recreate the
source code; (ii) modify, adapt, create
derivative works of, or merge the
Software; (iii) copy, reproduce,
distribute, lend, or lease the Software
or Documentation to any third party;
(iv) grant any sublicense or other rights
in the Software or Documentation to
any third party; (v) take any action that
would cause the Software or
Documentation to be placed in the
public domain; (vi) remove, or in any
way alter or obscure any copyright
notice or other notice of Tait or third-
party licensor’s proprietary rights; (vii)
provide, copy, transmit, disclose,
divulge or make the Software or
Documentation available to, or permit
the use of the Software by, any third
party or on any machine except as
expressly authorized by this
Agreement; or (viii) use, or permit the
use of, the Software in a manner that
would result in the production of a copy
of the Software by any means
whatsoever other than what is
permitted in this Agreement. Licensee
may make one copy of the Software to
be used solely for archival, back-up, or
disaster recovery purposes; provided
that Licensee may not operate that
copy of the Software at the same time
as the original Software is being
operated. Licensee may make as
many copies of the Documentation as
it may reasonably require for the
internal use of the Software.
4.3. Unless otherwise authorized by
Tait in writing, Licensee will not, and
will not enable or allow any third party
to: (i) install a copy of the Software on
more than one unit of a Designated
Product; or (ii) copy or transfer
Software installed on one unit of a
Designated Product to any other
device. Licensee may temporarily
transfer Software installed on a
Designated Product to another device
if the Designated Product is inoperable
or malfunctioning. Temporary transfer
of the Software to another device must
be discontinued when the original
Designated Product is returned to
operation and the Software must be
removed from the other device.
4.4. Licensee will maintain, during the
term of this Agreement and for a
period of two years thereafter,
accurate records relating to this
license grant to verify compliance with
this Agreement. Tait, or a third party
nominated by Tait, may inspect
Licensee’s premises, books and
records, upon reasonable prior notice
to Licensee, during Licensee’s normal
business hours and subject to
Licensee's facility and security
regulations. Tait is responsible for the
payment of all expenses and costs of
the inspection, provided that Licensee
shall indemnify Tait for all costs
(including audit costs and legal costs
on a solicitor client basis) if Licensee
has breached the terms of this
Agreement. Any information obtained
by Tait during the course of the
inspection will be kept in strict
confidence by Tait and used solely for
the purpose of verifying Licensee's
compliance with the terms of this
Agreement.
S
ECTION
5 OWNERSHIP AND
TITLE
Tait, its licensors, and its suppliers
retain all of their Intellectual Property
Rights in and to the Software and
Documentation, in any form. No rights
are granted to Licensee under this
Agreement by implication, estoppel or
