to any other device. Licensee may temporarily transfer
Software installed on a Designated Product to another
device if the Designated Product is inoperable or mal-
functioning. Temporary transfer of the Software to
another device must be discontinued when the original
Designated Product is returned to operation and the Soft-
ware must be removed from the other device.
4.4. Licensee will maintain, during the term of this Agree-
ment and for a period of two years thereafter, accurate
records relating to this license grant to verify compliance
with this Agreement. Tait, or a third party nominated by
Tait, may inspect Licensee’s premises, books and
records, upon reasonable prior notice to Licensee, dur-
ing Licensee’s normal business hours and subject to
Licensee's facility and security regulations. Tait is
responsible for the payment of all expenses and costs of
the inspection, provided that Licensee shall indemnify
Tait for all costs (including audit costs and legal costs
on a solicitor client basis) if Licensee has breached the
terms of this Agreement. Any information obtained by
Tait during the course of the inspection will be kept in
strict confidence by Tait and used solely for the purpose
of verifying Licensee's compliance with the terms of this
Agreement.
Section 5 OWNERSHIP AND TITLE
Tait, its licensors, and its suppliers retain all of their Intel-
lectual Property Rights in and to the Software and Docu-
mentation, in any form. No rights are granted to
Licensee under this Agreement by implication, estoppel
or otherwise, except for those rights which are
expressly granted to Licensee in this Agreement. All
Intellectual Property developed, originated, or prepared
by Tait in connection with providing the Software, Desig-
nated Products, Documentation, or related services,
remains vested exclusively in Tait, and Licensee will not
have any shared development or other Intellectual Prop-
erty Rights.
Section 6 LIMITED WARRANTY; DISCLAIMER OF
WARRANTY
6.1. The commencement date and the term of the Soft-
ware warranty will be a period of one (1) year from Tait
shipment of the Software. If Licensee is not in breach of
any obligations under this Agreement, Tait warrants that
the unmodified Software, when used properly and in
accordance with the Documentation and this Agree-
ment, will be free from a reproducible defect that elim-
inates the functionality or successful operation of a
feature critical to the primary functionality or successful
operation of the Software. Whether a defect has
occurred will be determined solely by Tait. Tait does not
warrant that Licensee’s use of the Software or the Desig-
nated Products will be uninterrupted, error-free, com-
pletely free of Security Vulnerabilities, or that the
Software or the Designated Products will meet
Licensee’s particular requirements. Tait makes no rep-
resentations or warranties with respect to any third-party
software included in the Software.
6.2 Tait sole obligation to Licensee, and Licensee’s
exclusive remedy under this warranty, is to use reas-
onable efforts to remedy any material Software defect
covered by this warranty. These efforts will involve
either replacing the media or attempting to correct sig-
nificant, demonstrable program or documentation errors
or Security Vulnerabilities. If Tait cannot correct the
defect within a reasonable time, then at Tait option, Tait
will replace the defective Software with functionally equi-
valent Software, license to Licensee substitute Soft-
ware which will accomplish the same objective, or
terminate the license and refund Licensee’s paid license
fee. If Tait investigation of the perceived defect reveals
that no such defect in fact exists, Tait may recover its
costs in respect of such investigation from Licensee.
6.3. Tait disclaims any and all other warranties relating
to the Software or Documentation other than the
express warranties set forth in this Section 6. War-
ranties in Section 6 are in lieu of all other warranties
whether express or implied, oral or written, and including
without limitation any and all implied warranties of con-
dition, title, non-infringement, merchantability, or fitness
for a particular purpose or use by Licensee (whether Tait
knows, has reason to know, has been advised of, or is
otherwise aware of any such purpose or use), whether
arising by law, by reason of custom or usage of trade, or
by course of dealing. In addition, Tait disclaims any war-
ranty to any person other than Licensee with respect to
the Software or Documentation.
Section 7 TRANSFERS
7.1. Licensee will not transfer the Software or Docu-
mentation to any third party without specific prior written
consent from Tait. Tait may withhold such consent or at
its own discretion make the consent conditional upon
the transferee paying applicable license fees and agree-
ing to be bound by this Agreement.
7.2. In the case of a value-added reseller or distributor of
Tait Designated Products, the consent referred to in Sec-
tion 7.1 may be contained in a Tait Reseller or Tait Dis-
tributor Agreement.
7.3. If the Designated Products are Tait vehicle-moun-
ted mobile products or hand-carried portable radio
products and Licensee transfers ownership of the Tait
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