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 Docu-
mentation to the transferee.
7.4. 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:
.
7.5. If Licensee, as a contractor or subcontractor (integ-
rator), 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 cop-
ies 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 restric-
tions 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 avail-
able 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 Docu-
mentation will commence when the Designated
Products are supplied by Tait to Licensee and will con-
tinue for the life of the Designated Products with which
or for which the Software and Documentation are sup-
plied, 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 con-
siderable investment of resources in the development,
marketing, and distribution of the Software and Docu-
mentation 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 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 Docu-
mentation contain proprietary and Confidential Inform-
ation valuable to Tait and are Tait trade secrets, and
Licensee agrees to respect the confidentiality of the
information contained in the Software and Docu-
mentation.
Section 10 LIMITATION OF LIABILITY
10.1. In no circumstances shall Tait be under any liab-
ility to Licensee, or any other person whatsoever,
whether in Tort (including negligence), Contract (except
as expressly provided in this Agreement), Equity, under
any Statute, or otherwise at law for any losses or dam-
ages whether general, special, exemplary, punitive, dir-
ect, indirect, or consequential arising out of or in
connection with any use or inability of using the Soft-
ware.
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 copy-
right 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 Software.
11.2. COMPLIANCE WITH LAWS. Licensee acknow-
ledges that the Software may be subject to the laws and
regulations of the jurisdiction covering the supply of the
Designated Products and will comply with all applicable
laws and regulations, including export laws and reg-
ulations, 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.
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Tait International Ltd December 2019
