Tait Software Licence Agreement 173
referred to in Section 7.1 may be
contained in a Tait Reseller or Tait
Distributor Agreement.
7.3. If the Designated Products are
Tait vehicle-mounted mobile products
or hand-carried portable radio
products and Licensee transfers
ownership of the Tait mobile or
portable radio products to a third party,
Licensee may assign its right to use
the Software which is embedded in or
furnished for use with the radio
products and the related
Documentation; provided that
Licensee transfers all copies of the
Software and Documentation to the
transferee.
7.4. For the avoidance of any doubt,
Section 7.3 excludes TaitNet
Infrastructure, or the products listed at
any time under network products at:
http://www.taitradio.com.
7.5. If Licensee, as a contractor or
subcontractor (integrator), is
purchasing Tait Designated Products
and licensing Software not for its own
internal use but for end use only by a
Customer, the Licensee may transfer
such Software, but only if a) Licensee
transfers all copies of such Software
and the related Documentation 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 sublicense agreement
that prohibits any other transfer and
that contains restrictions substantially
identical to the terms set forth in this
Software License Agreement. Except
as stated in the foregoing, Licensee
and any transferee(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
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
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