101
INM MTL SUM5 Rev 7
DRAFT - 09 June 2021 DRAFT - 09 June 2021
Documentation or any part thereof, is expressly prohibited. Subject to these restrictions,
Licensee may make one (1) copy of the Software solely for backup or archival purposes, and
may make one (1) copy of the Documentation for use by Licensee in connection with its
authorized use of the Software. Licensee will number and account for all such copies. All titles,
trademarks, and copyright and restricted rights notices included in the Software
and Documentation will not be removed and must be reproduced in any copies. For avoidance of
doubt, Eaton does not grant Licensee a license to any of Eaton’s brands, logos, designs, trade
dress, service marks, trademarks, domain names or trade names, in whole or in part.
Licensee agrees to install or allow installation of all corrections of substantial defects, security
patches, minor bug xes and updates, including any enhancements, for the Software in
accordance with the instructions and as directed by Eaton.
2.4 Transfer and Assignment Restrictions. Licensee will not sell, assign, lease, sublicense,
encumber, or otherwise transfer its interest in this Agreement or in the Software, or the
Documentation in whole or in part, or allow any other person (except Licensee’s bona de
employees and contractors) or entity, including any parent or subsidiary of Licensee or other
subsidiary of Licensee’s parent, to copy, distribute, or otherwise transfer the Software without
the prior written consent of Eaton. If the Software is installed in a product, Licensee may transfer
the Software directly to a third party only in connection with the sale of the Eaton product in
which it is installed, and only after the transferee has agreed in writing to be bound by the terms
herein. In the event of such a sale, Licensee may not keep any copies of the Software or any
portion thereof.
3.0 Termination.
3.1 Termination. This Agreement and the license granted hereunder automatically terminates if
Licensee breaches any provision of this Agreement. Eaton may terminate this license at any time
with or without cause.
3.2 Effect of Termination. Immediately upon termination of this Agreement or the license granted
hereunder, Licensee will cease using the Software, will delete the Software from its computers
and will either return to Eaton or destroy the Software, Documentation, packaging and all copies
thereof. If Licensee elects to destroy the Software, then Licensee will certify in writing to Eaton
the destruction of the Software upon the request of Eaton. Termination of this Agreement and
return or destruction of the Software will not limit either party from pursuing other remedies
available to it, including injunctive relief. The parties’ rights and obligations under the following
sections of this Agreement will survive termination of this Agreement: Article 1.0,
Section 2.1, Section 2.3, Section 2.4, Article 3.0, Article 4.0 and Article 5.0.
4.0 Infringement and Warranties
4.1 Infringement. If Licensee learns of a threat, demand, allegation, or indication that the Software
infringes or misappropriates any third party intellectual property rights (including but not limited
to any patent, copyright, trademark, trade dress, or trade secret) (“Intellectual Property Claim”),
Licensee will notify Eaton promptly of such claim. Eaton may, in its sole discretion, elect to
assume sole control of the defense and settlement of said Intellectual Property Claim and
Licensee will provide reasonable information and assistance to Eaton for the defense of
such claim.
To Next Page
Loading...
Need help?
General
