8
TI 01W06A51-41EN
PROFITS, BUSINESS INTERRUPTION, LOSS OF MATERIALS OR PRODUCTS, LOSS OF
PRODUCTION, LOSS OF CONTRACTS, LOSS OR DESTRUCTION OF DATA, LOSS OF
AVAILABILITY AND THE LIKE, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL
OR EXEMPLARY DAMAGES, OR OTHER SIMILAR DAMAGES OF ANY KIND, ARISING OUT
OF THE USE OR INABILITY TO USE OF THE SOFTWARE PRODUCT, OR ARISING OUT
OF ITS GENERATED APPLICATIONS OR DATA, EVEN IF ADVISED OF THE POSSIBILITY
OF SUCH DAMAGES, WHETHER BASED IN WARRANTY (EXPRESS OR IMPLIED),
CONTRACT, STRICT LIABILITY, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL
OR EQUITABLE GROUNDS
6. Assignment
Licensee shall not assign its rights or obligations under this Agreement without prior written
consent of Yokogawa. If Licensee novates or assigns this Agreement and the Software Product
with Yokogawa’s consent, Licensee shall transfer all copies and whole part of the Software
Product to the assignee and shall delete any and all copy of the Software Product in possession
irretrievably. This Agreement shall inure to the benefit of and shall be binding on the successors
of the parties.
7. Export Control
Licensee agrees to comply with the export control and related laws, regulations and orders
of Japan, the United States of America, and any other applicable countries and, if Licensee
exports or re-exports the Software Product, to obtain export/import permit and take all necessary
procedures under Licensee’s own responsibility and at Licensee’s own expense.
8. Withholding
Even after the license being granted under this Agreement, should there be any change in
circumstances or environment of use which was not foreseen at the time of delivery and,
in Yokogawa’s reasonable opinion, is not appropriate for using the Software Product, or if
Yokogawa otherwise reasonably believes it is inappropriate for Licensee to continue using the
Software Product, Yokogawa may suspend or withhold the license provided hereunder.
9. Termination
Yokogawa shall have the right to terminate this Agreement with immediate effect upon notice to
Licensee, if Licensee breaches any of the terms and conditions hereof. Upon termination of this
Agreement, Licensee shall promptly cease using the Software Product and, in accordance with
sub-clause 2.5, irretrievably delete all copies of the Software Product, certifying the same in
writing. Clauses 2.4 and 2.5, 5 and 10 shall survive any termination of this Agreement.
10. Governing Law; Dispute Resolution
This Agreement shall be governed by and construed in accordance with the laws of Japan.
If Licensee is a Japanese individual or entity, all disputes, controversies or differences which
may arise between the parties hereto, out of, in relation to or in connection with this Agreement
(“Dispute”) shall be brought exclusively in the Tokyo District Court (The Main Court) in Japan. If
Licensee is not a Japanese individual or entity, any Dispute shall be finally settled by arbitration
in Tokyo, Japan in accordance with the Commercial Arbitration Rules of the Japan Commercial
Arbitration Association. All proceedings in arbitration shall be conducted in the English language,
unless otherwise agreed. The award of arbitration shall be final and binding upon both parties,
however, each party may make an application to any court having jurisdiction for judgment to be
entered on the award and/or for enforcement of the award.
Mar.26,2019-00