Fluke Network Router manual Termination, Indemnification, Confidential Information And Security

User’s Guide – version 1.6 NetWatch

9. TERMINATION

Either party shall be entitled forthwith to terminate this Agreement by written notice if the other Party commits any material breach of any of the provisions of this Agreement and, fails to remedy the same within sixty (60) days after receipt of a written notice from the non-breaching Party giving full particulars of the breach and requiring it to be remedied.

You shall be obliged to notify Fluke in writing of any change in the control or ownership of the End User and Fluke shall be entitled forthwith to terminate this Agreement by written notice.

This Agreement shall automatically terminate if replaced at any time with a new License agreement.

The right to terminate this Agreement given by this clause 9 will be without prejudice to any other accrued right or remedy of either Party including accrued rights or remedies in respect of the breach concerned (if any) or any other breach, or which the Parties have accrued prior to termination.

10. INDEMNIFICATION

You shall indemnify Fluke in full and hold Fluke harmless in respect of any loss, damages, proceedings, suits, third party claims, judgements, awards, expenses and costs (including legal costs) incurred by or taken against Fluke as a result of the negligence, fault, error, omission, act or breach of You or of your employees, staff, contractors, agents or representatives or for any breach of this Agreement whatsoever by You. Notwithstanding any other provision of this Agreement, the aggregate liability of Fluke for or in respect of all breaches of its contractual obligations under this Agreement and for all representations, statements and tortious acts or omissions (including negligence but excluding negligence causing loss of life or personal injury) arising under or in connection with this Agreement shall in no event exceed the License fee paid by You pursuant to this Agreement prior to the date of the breach.

11. CONFIDENTIAL INFORMATION AND SECURITY

During 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". For the avoidance of doubt, You shall treat the Product and any accompanying documentation as Confidential Information. Confidential Information does not include any information (i) which one Party lawfully 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.

The 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. If 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. This clause 11 shall survive the termination of this Agreement. notwithstanding the above confidentiality provisions, in accepting this License agreement, You agree that, subject to any applicable data protection laws, Fluke may use your business name and logo for the purposes of marketing and promotion of the product and its business and You hereby grant Fluke a limited License to use your business name and logo for these purposes.

12.EXPORT CONTROL

You shall be responsible for and agree to comply with all laws and regulations of the United States and other countries (“Export Laws”) to ensure that the Product is not exported directly, or indirectly in violation of Export Laws or used for any purpose prohibited by Export laws.

13. GOVERNING LAW AND JURISDICTION

13.1This Agreement and all relationships created hereby will in all respects be governed by and construed in accordance with the laws of the state of Washington, United States of America, in respect of all matters arising out of or in connection with this agreement. The Parties hereby submit to the exclusive jurisdiction of the Washington Courts. NOTHING IN THIS CLAUSE SHALL PREVENT FLUKE FROM TAKING AN ACTION FOR PROTECTIVE OR PROVISIONAL RELIEF IN THE COURTS OF ANY OTHER STATE.

14. MISCELLANEOUS

14.1The provisions of clauses 3, 7, 8, 10, 11, 12, 13 and 14 and the obligation on you to pay the License fee shall survive the termination or expiry of this Agreement.

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