100 Tait Software Licence Agreement
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 warranty 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
Documentation 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 agreeing 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 Section 7.1 may be
contained in a Tait Reseller or Tait Distributor
Agreement.
7.3. If the Designated Products are Tait
vehicle-mounted mobile products or hand-
carried portable radio products and Licensee
transfers ownership of the Tait 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 Documentation to the transferee.
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: http://www.taitradio.com.
7.5. If Licensee, as a contractor or
subcontractor (integrator), 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 copies 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
restrictions 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 available 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
Documentation will commence when the
Designated Products are supplied by Tait to
Licensee and will continue for the life of the
Designated Products with which or for which
the Software and Documentation are
supplied, 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
considerable investment of resources in the
development, marketing, and distribution of
the Software and Documentation 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 Documentation. 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 Documentation contain proprietary and
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