©2019 CAE 905K560252 v1.0
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EULA
4. Term and Termination
4.1
This License shall become effective as of the date of your acceptance of this License and shall remain in
effect until terminated as provided hereafter.
4.2
This License terminates immediately upon termination of the HEPGTC.
4.3
CAE may terminate this License immediately, upon written notice, should Licensee (a) attempt to, directly or
indirectly, assign or transfer any of the rights granted to it pursuant to this License without CAE’s prior written
authorization, (b) disclose, in whole or in part, any Confidential Information, (c) use the Software otherwise than
as authorized herein, or (d) is otherwise in breach of its obligations to protect the intellectual property contained
in the Product. In addition, should Licensee fail to comply with any other terms and conditions of this
Agreement and such failure is not cured within thirty (30) days after receipt of CAE’s written notice, CAE may
terminate this Agreement immediately.
4.4
Upon termination of this License, Licensee agrees to immediately discontinue use of the Confidential
Information and the Product, and to return same to CAE as well as any copies.
4.5
The following shall survive and continue in full force and effect notwithstanding any termination of this
License: the obligations of Licensee under Sections 2 (License), 5 (Non-Disclosure); as well as any other clauses
which by their nature and context are intended to survive.
5. Non-Disclosure
5.1
Licensee agrees to keep this License and all Confidential Information obtained hereunder in strict
confidence, and shall only disclose same a) to Authorized Users solely for the Purpose and provided such access
to the Product conforms, at all times, to the terms and conditions governing the use of the Product contained
herein, or b) if required to be disclosed by law, and only to the extent of such disclosure and limited to the
purpose requested, with prior notice to CAE to permit it to seek an appropriate remedy to prevent the
disclosure, or alternatively to agree to the terms of such disclosure.
5.2
The obligations of confidentiality, use and non-disclosure referred to in this Section 5 shall not apply to
information which: (i) is or becomes publicly available through no fault of Licensee; (ii) was already in the rightful
possession of Licensee prior to its receipt from CAE; (iii) is independently developed by Licensee, provided it is
not, in whole or in part, related to the Product; and (iv) is obtained by Licensee in good faith and on a non-
confidential basis and without a use restriction from a third party who lawfully obtained and disclosed such
information. However, Confidential Information does not come within the foregoing exceptions merely because
features of it may be found separately or within a general disclosure in the public domain.
5.3
Licensee agrees to be responsible for enforcing the terms of this Section 5 and to take such action, legal or
otherwise, to the extent necessary to cause anyone having access to the Confidential Information to comply with
the terms and conditions set forth herein (including all actions that Licensee would take to protect its own trade
secrets and confidential information but with not less than reasonable care). Licensee shall be responsible and
indemnify, defend and hold harmless CAE for any default caused by any such persons.
6. Irreparable Harm
6.1
Licensee acknowledges that the Software and Data constitute a special, irreplaceable asset of great value to
CAE, and that a breach, in any way, of any of Licensee’s obligations under Sections 2 (License), and 5 (Non-
Disclosure) hereof would cause serious and irreparable harm to CAE which may not be adequately compensated
for in damages. If the Licensee breaches any of such provisions, Licensee consents to an injunction being issued
against it restraining it from any further breach of such provision, without derogation from any other remedy
which CAE may have in the event of such a breach.
