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by a Customer, the Licensee may transfer such
Software, but only if a) Licensee transfers all
copies of such Software and the related Docu-
mentation to the transferee and b) Licensee
has first obtained from its Customer (and, if
Licensee is acting as a subcontractor, from the
interim transferee(s) and from the ultimate
end user sub license) an enforceable subli-
cense agreement that prohibits any other
transfer and that contains restrictions substan-
tially identical to the terms set forth in this
Software License Agreement. Except as stated
in the foregoing, Licensee and any trans-
feree(s) authorised by this Section may not
otherwise transfer or make available any Tait
Software to any third party nor permit any
party to do so. Licensee will, on request, make
available evidence reasonably satisfactory to
Tait demonstrating compliance with all the
foregoing.
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 Desig-
nated Products and that all copies of the Soft-
ware 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 immedi-
ate injunctive relief and repossession of all
non-embedded Software and associated
Documentation. Licensee shall pay all Tait
costs (on an indemnity basis) for the enforce-
ment of the terms of this Agreement.
Section 9 CONFIDENTIALITY
Licensee acknowledges that the Software and
Documentation contain proprietary and Confi-
dential Information valuable to Tait and are
Tait trade secrets, and Licensee agrees to
respect the confidentiality of the information
contained in the Software and Documenta-
tion.
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 negli-
gence), 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 disclo-
sure 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 Desig-
nated Products and will comply with all appli-
cable laws and regulations, including export
laws and regulations, of that country.
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