TA2922 Universal Line Interface Service Manual 61
© Tait Electronics Limited March 2010
4.2. Licensee will not, and will not directly or
indirectly allow or enable any third party to: (i)
reverse engineer, disassemble, peel
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 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.
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
otherwise, except for those rights which are
expressly granted to Licensee in this
Agreement. All Intellectual Property
developed, originated, 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 Intellectual Property
Rights.
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