February 2003
D
1010-A2-GN21-00
10. U.S. Government Restricted Rights
The following terms shall apply where Licensee is an agency or unit of the U.S. government.
a.
Units of the DoD. Use, duplication or disclosure by the government is subject to restrictions as set forth in
paragraph (c)(1)(ii) of the Rights in technical Data and Computer Software clause at DFARS 252.227-7013.
Paradyne Corporation, 8546 126th Avenue North, Largo, Florida 33773.
b.
Civilian agencies. Use, reproduction or disclosure is subject to restrictions as set forth in subparagraphs (a)
through (d) of the Commercial Computer Software-Restricted Rights clause at FARS 52.227-19 and the
limitations set forth in the Paradyne standard commercial agreement for this Software. Unpublished-rights
reserved under the copyright laws of the United States.
11. Compliance with Laws and Payment of Taxes
Licensee agrees to comply with all applicable laws in connection with its license and use of the Software. Licensee
represents and warrants that it is authorized under applicable United States export laws and regulations to obtain
and use the Software licensed hereunder and, and agrees that it will not export or re-export the Software in
violation of those laws and regulations. Licensee shall be responsible for payment of all sales or use taxes, duties
or other governmental assessments upon the license of the Software to Licensee (exclusive of taxes on the net
income of Paradyne), and any property or other taxes assessed upon Licensee’s possession or use of the
Software.
12. Miscellaneous
In the event that any provision of this Agreement is found invalid or unenforceable pursuant to judicial decree or
decision, the remainder of this Agreement shall remain valid and enforceable according to its terms. This
Agreement shall be construed and enforced in accordance with the laws of the State of Florida, exclusive of its
choice of law rules. The application of the United Nations Convention on the International Sale of Goods is
expressly excluded. Any action or proceeding arising out of or related to this Agreement shall be brought in a state
or federal court of competent jurisdiction located in the County of Pinellas, Florida and both parties hereby submit
to the in personam jurisdiction of such courts for purposes of any such action or proceeding. Notwithstanding the
foregoing, if Licensee resides outside the United States, any such action or proceeding shall be submitted to
binding arbitration in Pinellas County, Florida, and the arbitration hearing shall be conducted in the English
language and pursuant to the International Rules of the American Arbitration Association (as then in effect) and
judgment on the award may be entered by any court of appropriate jurisdiction. This Agreement may not be
modified, amended or altered except by a writing signed by a duly authorized representative of Paradyne and
Licensee. No waiver of any provision of this Agreement or any right or obligation of either party shall be effective
except pursuant to a writing signed by a duly authorized representative of Paradyne and Licensee. This Agreement
constitutes the entire agreement between Paradyne and Licensee with respect to the transactions contemplated
herein and supersedes any and all prior or contemporaneous oral or written communications with respect to the
subject matter hereof.
