Fluke Computer Accessories Confidential Information and Security, Miscellaneous, NetFlow Tracker

User’s Guide – version 3.5 NetFlow Tracker

9.Confidential Information and Security

9.1During and after this Agreement, the Parties will keep in confidence and use only for the purposes of this Agreement all Confidential Information. Confidential Information means information belonging or relating to the Parties, their business or affairs, including without limitation, information relating to research, development, Product, processes, analyses, data, algorithms, diagrams, graphs, methods of manufacture, trade secrets, business plans, customers, finances, personnel data, and other material or information considered confidential and proprietary by the parties or which either party is otherwise informed is confidential or might or ought reasonably expect that the other party would regard as confidential or which is marked "Confidential". Confidential Information does not include any information (i) which one party knew before the other party disclosed it to that party; (ii) which has become publicly known through no wrongful act of either party, or either parties’ employees or agents; or (iii) which either party developed independently, as evidenced by appropriate documentation; or (iv) which is required to be disclosed by law.

9.2The Parties will procure and ensure that each of its employees, agents, servants, sub- contractors and advisers will comply with the provisions contained in this clause.

9.3If either Party becomes aware of any breach of confidence by any of its employees, officers, representatives, servants, agents or sub-contractors it shall promptly notify the other Party and give the other Party all reasonable assistance in connection with any proceedings which the other Party may institute against any such person.

9.4This clause shall survive the termination of this Agreement.

10 Miscellaneous

10.1This Agreement is personal to You and You shall not assign, sub-licence or otherwise transfer this Agreement or any part of its right or obligations hereunder whether in whole or in part without the prior written consent of Fluke. Nothing in this Agreement shall preclude Fluke from assigning or sublicensing its rights and obligations under this Agreement.

10.2If any provisions of the Agreement are held to be unenforceable, illegal or void in whole or in part the remaining portions of the Agreement shall remain in full force and effect.

10.3No Party shall be liable to the other for any delay or non-performance of its obligations under this Agreement (save for the obligation of You to pay the Support Charges in accordance with clause 3) arising from any cause or causes beyond its reasonable control including, without limitation, any of the following: act of God, governmental act, tempest, war, fire, flood, explosion, civil commotion, industrial unrest of whatever nature or lack of or inability to obtain power, supplies or resources.

10.4A waiver by either party to this Agreement of any breach by the other party of any of the terms of this Agreement or the acquiescence of such party in any act which but for such acquiescence would be a breach as aforesaid, will not operate as a waiver of any rights or the exercise thereof.

10.5No alterations to these terms and conditions shall be effective unless contained in a written document made subsequent to the date of the terms and conditions signed by the parties which are expressly stated to amend the terms and conditions of this Agreement.

10.6This Agreement and all relationships created hereby will in all respects be governed by and construed in accordance with the laws of Ireland in respect of all matters arising out of or in connection with this agreement. The Parties hereby submit to the exclusive jurisdiction of the Irish Courts. NOTHING IN THIS CLAUSE SHALL PREVENT FLUKE FROM TAKING AN ACTION FOR PROTECTIVE OR PROVISIONAL RELIEF IN THE COURTS OF ANY OTHER STATE.

13