Tait TM8100 Guide De L'utilisateur page 39

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 Docu-
mentation. 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 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 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 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 disclosure
of any trade secrets associated with the Soft-
ware.
11.2. COMPLIANCE WITH LAWS. Licensee
acknowledges that the Software may be
subject to the laws and regulations of the juris-
diction 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.
11.5. THIRD-PARTY BENEFICIARIES. This
Agreement is entered into solely for the benefit
of Tait and Licensee. No third party has the
right to make any claim or assert any right
under this Agreement, and no third party is
deemed a beneficiary of this Agreement.
Notwithstanding the foregoing, any licensor or
supplier of third-party software included in the
Software will be a direct and intended third-
party beneficiary of this Agreement.
11.6. SURVIVAL. Sections 4, 5, 6.3, 7, 8, 9, 10,
and 11 survive the termination of this Agree-
ment.
11.7. ORDER OF PRECEDENCE. In the event of
inconsistencies between this Agreement and
any other Agreement between the parties, the
parties agree that, with respect to the specific
subject matter of this Agreement, this Agree-
ment prevails.
11.8. SECURITY. Tait uses reasonable means in
the design and writing of its own Software and
the acquisition of third-party Software in order
Tait software licence agreement 39