Fluke Recording Equipment manual Confidential Information and Security

User’s Guide – version 3.1.3 NetFlow Tracker

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 licence 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 licence 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 licence fee shall survive the termination or expiry of this Agreement.

14.2This Agreement is personal to You and You shall not assign, sub-licence or otherwise transfer this Agreement or any part of your rights or obligations hereunder whether in whole or in part save in accordance with this Agreement and with the prior written consent of Fluke and You shall not allow the Product to become the subject of any charge, lien or encumbrance of whatever nature. Nothing in this Agreement shall preclude the Licensor from assigning the Product or any related documentation or its rights and obligations under this Agreement to a third party and You hereby consent to any such future assignment.

14.3This Agreement and the Support and Maintenance Agreement supersede all prior representations, arrangements, understandings and agreements between the Parties herein relating to the subject matter hereof, and sets out the entire and complete agreement and understanding between the Parties relating to the subject matter hereof.

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