113
make the Software available for use by 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 compo-
nents, 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 Docu-
mentation 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 Docu-
mentation 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 avail-
able 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 what-
soever 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 Documenta-
tion as it may reasonably require for the inter-
nal 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 malfunc-
tioning. 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 compli-
ance with the terms of this Agreement.
Section 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 other-
wise, except for those rights which are
expressly granted to Licensee in this Agree-
ment. All Intellectual Property developed, orig-
inated, or prepared by Tait in connection with
providing the Software, Designated Products,
Documentation, or related services, remains
vested exclusively in Tait, and Licensee will not
have any shared development or other Intel-
lectual Property Rights.
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