|
prograrn, and (ill) for the purpose of testing the operation of the Product provided such testing copy shall not be used in
<br />a live production environment, A separate license, and the payment of fees associated therewith, shall be required for
<br />each concurrent load of the Product Into the memory of any handheld computer device used for production purposes.
<br />PROPRIETARY RIGHTS: Each license granted hereunder only grants Licensee the right to use the specified Product
<br />under the terms, conditions, and restrictions specified In this Agreement and the applicable Product Schadule(s).
<br />Licensee does not, and shall not, acquire any right, title, or interest In any Product, Derivative Works, or any copyrights
<br />or other intellectual property rights therein, which shall at all times remain the property of CG4 or a relevant third party. It
<br />is understood and agreed, between CG4 and Licensee, that the Product, excluding any third party software, has been
<br />developed, acquired and maintained by CG4 on a confidential basis as CG4's valuable trade secrets. Licensee agrees
<br />to preserve the confidential nature of these trade secrets and Licensee will not permit the use or copying of the Product
<br />by, or disclose any Information relating to the Product to any third party. Licensee shall not remove, suppress or modify
<br />in any way any proprietary marking, including any trademark or copyright notice, on or in the Product, or which is visible
<br />during their operation or which Is on any media supplied with the Product. Licensee shall incorporate such proprietary
<br />markings in any back-up or disaster recovery copies made of the Product. Licensee acknowledges that CG4's rights in
<br />and to the Product are unique and that the financial remedies will be Insufficient to compensate CG4 for any breach of
<br />Licensee's obligations hereunder. CG4 shall be entitled to seek Injunctive and other equitable relief to protect, maintain,
<br />defend, enforce, and preserve Such rights, In addition to any other remedies that may be available.
<br />THIRD PARTY SOFTWARE: The Product may contain or require third party software or hardware that requires notices
<br />and/or additional terms and conditions. Such required third party software or hardware or additional terms and
<br />conditions are contained within the respective installation programs.
<br />CONFIDENTIAL INFORMATION: If either party receives from the other party Information Which is either marked as
<br />being cenNdentlal or which due to the nature of such Information and the circumstances under which it was disclosed,
<br />ought reasonably to be treated as confidential Information of the disclosing party, the receiving party agrees to protect
<br />such Information by exercising the same degree of care it uses to protect its own information of like Importance, but In
<br />no event less than reasonable care. The receiving party further agrees that It will only use, or disclose such information
<br />in the performance of this Agreement and/or for the purpose of evaluating the desirability of entering Into a transaction
<br />with the disclosing party, and for no other purpose. "Confidential Information" shall include all nonpublic information,
<br />Including, without limitation, the terms and conditions of this Agreement, as well as any financial, marketing, research
<br />and development, organizational, technical, merger or acquisition, and other information related to the other party,
<br />Information relating to released or unreleased software or hardware products, the marketing or promotion of either
<br />party's product, a party's business policies or practices, and Information received from third parties that a party is
<br />obligated to treat as confidential. Confidential Information includes not only written Information but also information
<br />transferred orally, visually, electronically, or by any other means including copies thereof. Confidential Information
<br />disclosed to the receiving party by any affiliate and/or agent of the disclosing party Is covered by this Agreement. The
<br />foregoing obligations of non-use and nondisclosure shall not apply to any Information that (i) Is or becomes available to
<br />members of the public other than by breach of this Agreement or other duty by the receiving party; (i1) is in the rightful
<br />possession of the receiving party without an obligation of confidentiality; (iii) Is required to be disclosed by operation of
<br />law; provided, however, that prior to any such disclosure the receiving party shall provide the disclosing party with
<br />prompt notice of such disclosure so that the disclosing party may seek, at its expense, an appropriate protective order
<br />or waiver of compliance with the terms of the applicable law requiring disclosure; or (iv) Is independently developed by
<br />the receiving party without reference to information disclosed by the disciosing party hereunder. The obligations of
<br />confidentiality set forth in this Section shall survive for three (3) years following disclosure of the Confidential
<br />Information, with the exception of trade secret information, which the parties agree not to disclose during or following the
<br />term of this Agreement without the disclosing party's prior written consent.
<br />PAYMENT AND TAXES: Licensee agrees to pay to CG4 or its authorized business partner the relevant Device License
<br />fees and Maintenance fees (as defined below) as designated in and In accordance with the terms of any Product
<br />Schedules) or business partner invoice (as applicable). CG4 may invoice for all sums payable under this Agreement as
<br />they become due and Licensee shall pay each such invoice within thirty (30) days of the date of the invoice or such
<br />other period (if any) stated in the relevant Product Schedule(s). Late payments shall bear interest on the sum due, from
<br />the date due, at the rate of one and one-half percent (1 1/2%) per month or the highest rate permitted by law, whichever
<br />is less. All charges referred to in this Agreement are exclusive of taxes. Taxes imposed by government agencies, with
<br />the exception of franchise taxes and taxes based upon the net income of CG4, whether based upon the Product, its
<br />Q20l6CG4Solutbrt,j W. All Rights Rmrved. Tk daennvnts FPoOFRWrARY amI COWDRNTIAL and may not be dupilonied,
<br />[edfstrfiated, ordbpleyed m nuy thitti porky wlthom thaaapmeer 11 wrftmn pcnntvyion oBCCfd;
<br />rube d of u
<br />
|