This remedy is separate and apart from any other remedy Licensor may have. Licensee shall notify Licensor immediately upon discovery of any prohibited use or disclosure of the Confidential Information, or any other breach of these confidentiality obligations by Licensee, and shall fully cooperate with Licensor to help Licensor regain possession of the Confidential Information and prevent the further prohibited use or disclosure of the Confidential Information.
Licensor represents to Licensee that: 1 during the Warranty Period, the Software shall operate without any Errors; and 2 upon notification to Licensor during the Warranty Period of any Errors, Licensor will, during its normal business hours and at no cost to Licensee, use reasonable efforts to correct such Errors which are reproducible and verifiable by Licensor, excluding any Errors caused by uses of the Software which were not in accordance with the Specifications.
In the event that Licensee notifies Licensor of an Error during the Warranty Period, Licensor's sole liability, and Licensee's sole remedy, will be Licensor's use of reasonable efforts to correct such Errors or, in Licensor's sole discretion, to refund the portion of the prepaid Price applicable to the portion of the Software which is defective. Licensor shall have no liability for any claim of infringement based on a the use of a superseded or altered version of the Software if infringement would have been avoided by the use of a current or unaltered version of the Software which Licensor made available to Licensee; or b the combination, operation or use of the Software with software, hardware, or other materials not furnished by Licensor.
If Licensor selects this third option, Licensee shall, immediately upon receipt from Licensor of the payment set forth above, at Licensor's option destroy or return all copies of the Software and Documentation in its possession or under its control. The foregoing states Licensor's entire obligation and liability with respect to the infringement of any property right.
Licensee hereby indemnifies Licensor against any claim for 1 alleged infringement of any [COUNTRY] registered copyright or patent, arising out of the use of the Software by Licensee in any manner prohibited by this Agreement and 2 any claim related to or arising out of a financial transaction brought by any third party based on the use of the Software.
Neither party shall be under any liability for any loss or for any failure to perform any obligation hereunder due to causes beyond its control including without limitation industrial disputes of whatever nature, power loss, telecommunications failure, acts of God, or any other cause beyond its reasonable control.
The License granted herein shall remain in effect perpetually unless terminated as provided for in Sections Licensor may terminate this Agreement and the License, without prejudice to any other remedy Licensor may have, immediately without further obligation to Licensee, in the event of 1 any breach by Licensee of Sections 2, 5, or 6 of this Agreement which cannot be remedied within twenty-four 24 hours of Licensor's notice to Licensee of the breach and Licensor's intent to terminate the License; 2 any material breach of Sections other than those set forth above which cannot be remedied within [NUMBER] days of Licensor's notice to Licensee of the breach and Licensor's intent to terminate the License; or 3 Licensee's making an assignment for the benefit of its creditors, the filing under any voluntary bankruptcy or insolvency law, under the reorganization or arrangement provisions of the United States Bankruptcy Code, or under the provisions of any law of like import in connection with Licensee, or the appointment of a trustee or receiver for Licensee or its property.
Licensee may terminate the License, without prejudice to any other remedy Licensee may have, in the event of any material breach of this Agreement which is not remedied within [NUMBER] days of. Licensee's notice to Licensor of the breach and Licensee's intent to terminate the License.
Termination shall not relieve Licensee's obligation to pay all amounts which are due and payable or which Licensee has agreed to pay. Upon termination of this Agreement, Licensee shall cease using the Software and Documentation and promptly return all copies of the Software, Documentation, and all other Confidential Information in its possession or control.
Licensee shall delete all copies of such materials residing in- on- or off-line computer memory, and destroy all copies of such materials which also incorporate Licensee's Confidential Information.
Licensor shall be entitled to enter the Location s to repossess and remove the Software, Documentation, and any other Confidential Information. Licensee shall, within [NUMBER] days from the effective date of the termination, certify in writing by an officer or director of the party that all copies of the Software and Documentation have been returned, deleted and destroyed.
The headings used in this Agreement are for convenience only and are not intended to be used as an aid to interpretation. If any part of this Agreement is held to be illegal or unenforceable, the validity or enforceability of the remainder of this Agreement shall not be affected.
This Agreement will be binding upon and inure to the benefit of the parties hereto, their respective successors and assigns. Fine details — This section is the one that you will use to detail any specifics that are not covered by the other sections of the software license agreement. These terms tend to be more specific to your situation instead of broadly expected terms. Also in this section will be the location for signatures and dates.
You can also add in the requirement to have it notarized if you wish to do so. Important Clauses of Software License Agreements. Non-exclusivity — If you want to license your software to other companies, you will want to make sure that the software license agreement does not leave out a clause that details that the rights are non-exclusive.
This will allow you to license your software to other parties so you can continue to make a profit from it. Non-transferability — This is a clause that you will want to include if you are not allowing the license to be transferred to another party.
You do not want the license to transfer to another person or business because that will essentially take a customer away from you.
That is the main reason why you will want this clause. Additionally, you do not want to end up in the situation where you do not have an enforceable agreement with the party the software is transferred to.
Rights — You should detail that the rights to the software will remain your property even after execution of the agreement. This includes the actual software, the name, the copyright, the distribution rights, and even the intellectual property rights. You do not want someone purchasing a license to then steal components of it from you for their own financial gain. This is a very important inclusion because it essentially protects your product for you. Modification — If you are not allowing the software to be modified in any way on the back end, you should make that clear with a clause that says so and also details what the term "modification" means for this agreement.
Unless this is something you want to happen, it will likely only cause issues for you later on. Your best bet is to limit any modifications, if not completely restrict them, in all cases. Since this is a license agreement, this is not usually something that is expected. Your customers will likely understand that the software is created the way it is and will remain that way. Breach of contract — You need to include a clause that states that if any terms are not followed then it will result in a breach of contract where you can revoke the license as a result.
You do not want a breach of contract to occur, but in the case that it does, you should have this in place so you can take back control of your software and better protect it. Device usage — Depending on how you license the software, you will want to include whether the licensee is allowed to use the software on one single computer or on multiple computers in the same location, such as the business location.
Cisco may a by written notice to You, assign or novate this EULA in whole or in part to an Affiliate of Cisco, or otherwise as part of a sale or transfer of any part of its business; or b subcontract any performance associated with the Cisco Technology to third parties, provided that such subcontract does not relieve Cisco of any of its obligations under this EULA.
Government End Users. All U. Any provisions that are inconsistent with federal procurement regulations are not enforceable against the U. Cisco Partner Transactions. Modifications to the EULA. Compliance with Laws. Each party will comply with all laws and regulations applicable to their respective obligations under this EULA.
Cisco may restrict the availability of the Cisco Technology in any particular location or modify or discontinue features to comply with applicable laws and regulations. If You use the Cisco Technology in a location with local laws requiring a designated entity to be responsible for collection of data about individual end users and transfer of data outside of that jurisdiction e. Russia and China , You acknowledge that You are the entity responsible for complying with such laws.
You acknowledge and agree to the applicability of and Your compliance with those laws, and You will not receive, use, transfer, export or re-export any Cisco Products in a way that would cause Cisco to violate those laws.
You also agree to obtain any required licenses or authorizations. Governing Law and Venue. This EULA, and any disputes arising from it, will be governed exclusively by the applicable governing law below, based on Your primary place of business and without regard to conflicts of laws rules or the United Nations Convention on the International Sale of Goods. The courts located in the applicable venue below will have exclusive jurisdiction to adjudicate any dispute arising out of or relating to the EULA or its formation, interpretation or enforcement.
Each party hereby consents and submits to the exclusive jurisdiction of such courts. If You are a United States public sector agency or government institution located in the United States, the laws of the primary jurisdiction in which You are located will govern the EULA and any disputes arising from it. For U. Force Majeure. Except for payment obligations, neither party will be responsible for failure to perform its obligations due to an event or circumstances beyond its reasonable control.
Failure by either party to enforce any right under this EULA will not waive that right. If any portion of this EULA is not enforceable, it will not affect any other terms. Entire agreement. This EULA is the complete agreement between the parties with respect to the subject matter of this EULA and supersedes all prior or contemporaneous communications, understandings or agreements whether written or oral.
Cisco may provide local language translations of this EULA in some locations. You agree that those translations are provided for informational purposes only and if there is any inconsistency, the English version of this EULA will prevail.
Order of Precedence. Cloud Service includes applicable Documentation and may also include Software. Skip to content Skip to search Skip to footer. Table of Contents. Section 2. Using Cisco Technology 2. The purpose of this bulletin is to provide guidance to borrowers and engineers in the preparation of construction work plans CWPs for electric systems.
The State Office staff is familiar with the use of the documents in their States and can answer specific questions on Agency requirements. This bulletin assists Rural Development staff in providing information and guidance to applicants and professional consultants in appropriate procedures for using the Competitive Sealed Bids process. This guide publication is a reference containing fundamental engineering guidelines and basic recommendations on structural and electrical aspects of transmission line design, as well as explanations and illustrations.
To furnish design information needed to determine the permitted mechanical loading on wood distribution crossaims and crossarm assemblies. This bulletin explains the total owning cost TOC method for conducting present worth dollar analysis of the cost of owning a transformer over its useful life.
This bulletin provides a basis for procuring prestressed concrete poles and concrete pole structures. The purpose of this guide is to highlight the key engineering principles and methods used in the preparation of long-range plans that will assure sound, long range economic conclusions for owners, engineers, and consultants.
This bulletin provides engineering information concerning selection of preliminary embedment depths, along with final embedment design criteria, for steel and concrete transmission poles subject to large overturning moments. This bulletin provides a basis for procuring non-ceramic composite insulators for voltage class This Bulletin assists RD staff in providing information and guidance to applicants, professional consultants, general contractors, and manufacturers regarding the AIS Requirements.
This Bulletin assists Rural Development staff in providing information and guidance to applicants and professional consultants. This bulletin provides fundamental information about voltage regulators, their controls, and their application on rural distribution systems for Rural Utilities Service RUS borrowers and others.
To provide Rural Utilities Service RUS borrowers and others guidance on the use, characteristics, and benefits of power factor correction capacitors on rural distribution systems. This bulletin contains complete specifications settings forth the RUS requirements for constructing rural underground electric distribution systems. This bulletin provides guidance that should assist borrowers in procuring steel pole and steel H-frame structures.
This bulletin provides guidance for procuring standard class steel poles for transmission applications. To describe: 1 The minimum acceptable quality of wood poles, stubs; and anchor logs permitted to be purchased by or for RUS borrowers; and 2 the plans of procurement under which these wood products may be purchased.
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