11.4. GOVERNING LAW. This Agreement shall be sub-
ject to and construed in accordance with New Zealand
law and disputes between the parties concerning the pro-
visions hereof shall be determined by the New Zealand
Courts of Law. Provided however Tait may at its elec-
tion bring proceedings for breach of the terms hereof or
for the enforcement of any judgment in relation to a
breach of the terms hereof in any jurisdiction Tait con-
siders fit for the purpose of ensuring compliance with the
terms hereof or obtaining relief for breach of the terms
hereof.
11.5. THIRD-PARTY BENEFICIARIES. This Agree-
ment is entered into solely for the benefit of Tait and
Licensee. No third party has the right to make any claim
or assert any right under this Agreement, and no third
party is deemed a beneficiary of this Agreement. Not-
withstanding the foregoing, any licensor or supplier of
third-party software included in the Software will be a dir-
ect and intended third-party beneficiary of this Agree-
ment.
11.6. SURVIVAL. Sections 4, 5, 6.3, 7, 8, 9, 10, and 11
survive the termination of this Agreement.
11.7. ORDER OF PRECEDENCE. In the event of
inconsistencies between this Agreement and any other
Agreement between the parties, the parties agree that,
with respect to the specific subject matter of this Agree-
ment, this Agreement prevails.
11.8 SECURITY. Tait uses reasonable means in the
design and writing of its own Software and the acquis-
ition of third-party Software in order to limit Security Vul-
nerabilities. While no software can be guaranteed to be
free from Security Vulnerabilities, if a Security Vul-
nerability is discovered, Tait will take the steps spe-
cified in Section 6 of this Agreement.
11.9 EXPORT. Licensee will not transfer, directly or
indirectly, any Designated Product, Documentation or
Software furnished hereunder or the direct product of
such Documentation or Software to any country for
which New Zealand or any other applicable country
requires an export license or other governmental
approval without first obtaining such license or approval.
11.10 SEVERABILITY. In the event that any part or
parts of this Agreement shall be held illegal or null and
void by any court or administrative body of competent
jurisdiction, such determination shall not affect the
remaining terms which shall remain in full force and
effect as if such part or parts held to be illegal or void
had not been included in this Agreement. Tait may
replace the invalid or unenforceable provision with a
valid and enforceable provision that achieves the ori-
ginal intent and economic effect of this Agreement.
11.11 CONSUMER GUARANTEES. Licensee acknow-
ledges that the licenses supplied in terms of this agree-
ment are supplied to Licensee in business, and that the
guarantees and other provisions of prevailing consumer
protection legislation shall not apply.
11.12 WHOLE AGREEMENT. Licensee acknowledges
that it has read this Agreement, understands it and
agrees to be bound by its terms and conditions.
Licensee also agrees that, subject only to the express
terms of any other agreement between Tait and
Licensee to the contrary, this is the complete and exclus-
ive statement of the Agreement between it and Tait in
relation to the Software. This Agreement supersedes
any proposal or prior agreement, oral or written, and any
other communications between Licensee and Tait relat-
ing to the Software and the Designated Products.
126
Tait International Ltd December 2019
