TA2922 Universal Line Interface Service Manual 63
© Tait Electronics Limited March 2010
Section 8 TERM AND TERMINATION
8.1 Licensee’s right to use the Software and
Documentation will commence when the
Designated Products are supplied by Tait to
Licensee and will continue for the life of the
Designated Products with which or for which
the Software and Documentation are
supplied, unless Licensee breaches this
Agreement, in which case this Agreement and
Licensee's right to use the Software and
Documentation may be terminated
immediately upon notice by Tait.
8.2 Within thirty (30) days after termination
of this Agreement, Licensee must certify in
writing to Tait that all copies of the Software
have been removed or deleted from the
Designated Products and that all copies of the
Software and Documentation have been
returned to Tait or destroyed by Licensee and
are no longer in use by Licensee.
8.3 Licensee acknowledges that Tait made a
considerable investment of resources in the
development, marketing, and distribution of
the Software and Documentation and that
Licensee's breach of this Agreement will result
in irreparable harm to Tait for which
monetary damages would be inadequate. If
Licensee breaches this Agreement, Tait may
terminate this Agreement and be entitled to
all available remedies at law or in equity
including immediate injunctive relief and
repossession of all non-embedded Software
and associated Documentation. Licensee shall
pay all Tait costs (on an indemnity basis) for
the enforcement of the terms of this
Agreement.
Section 9 CONFIDENTIALITY
Licensee acknowledges that the Software and
Documentation contain proprietary and
Confidential Information valuable to Tait and
are Tait trade secrets, and Licensee agrees to
respect the confidentiality of the information
contained in the Software and
Documentation.
Section 10 LIMITATION OF LIABILITY
10.1 In no circumstances shall Tait be under
any liability to Licensee, or any other person
whatsoever, whether in Tort (including
negligence), Contract (except as expressly
provided in this Agreement), Equity, under
any Statute, or otherwise at law for any losses
or damages whether general, special,
exemplary, punitive, direct, indirect, or
consequential arising out of or in connection
with any use or inability of using the Software.
10.2 Licensee’s sole remedy against Tait will be
limited to breach of contract and Tait sole and
total liability for any such claim shall be
limited at the option of Tait to the repair or
replacement of the Software or the refund of
the purchase price of the Software.
Section 11 GENERAL
11.1. COPYRIGHT NOTICES. The
existence of a copyright notice on the
Software will not be construed as an admission
or presumption of publication of the Software
or public disclosure of any trade secrets
associated with the Software.
11.2. COMPLIANCE WITH LAWS.
Licensee acknowledges that the Software may
be subject to the laws and regulations of the
jurisdiction covering the supply of the
Designated Products and will comply with all
applicable laws and regulations, including
export laws and regulations, of that country.
11.3. ASSIGNMENTS AND
SUBCONTRACTING. Tait may assign its
rights or subcontract its obligations under this
Agreement, or encumber or sell its rights in
any Software, without prior notice to, or
consent of, Licensee.
11.4. GOVERNING LAW. This Agreement
shall be subject to and construed in
accordance with New Zealand law and
disputes between the parties concerning the
provisions hereof shall be determined by the
New Zealand Courts of Law. Provided
however Tait may at its election 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 considers fit for the purpose
of ensuring compliance with the terms hereof
or obtaining relief for breach of the terms
hereof.
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