Nortel Networks 2300 Series manual

7

(d)Nortel may provide updates, corrections, enhancements, modifications or bug fixes for the Licensed Materials (“Updates”) to Licensee. Any such Update shall be deemed part of the Licensed Materials and subject to the license and all other terms and conditions hereunder.

(e)Nortel shall have the right to inspect and audit Licensee’s use, deployment, and exploitation of the Licensed Materials for compliance with the terms and conditions of this Agreement.

(f)Licensee shall have the right to transfer the Embedded Software as embedded in Equipment in connection with a transfer of all of Licensee’s right, title and interest in such Equipment to a third party; provided, that, Licensee transfers the Embedded Software and any copies thereof subject to the terms and conditions of this Agreement and such third party agrees in writing to be bound by all the terms and conditions of this Agreement.

(g)Notwithstanding anything to the contrary herein, certain portions of the Software are licensed under and Licensee's use of such portions are only subject to the GNU General Public License version 2. If Licensee or any third party sends a request in writing to Nortel at 110 Nortech Parkway, San Jose CA 95134, ATTN: Contracts Administration, Nortel will provide a complete machine-readable copy of the source code of such portions for a nominal cost to cover Nortel's cost in physically providing such code.

2.Ownership. Nortel or its suppliers own and shall retain all right, title and interest (including without limitation all intellectual property rights), in and to the Licensed Materials and any Update, whether or not made by Nortel. Licensee acknowledges that the licenses granted under this Agreement do not provide Licensee with title to or ownership of the Licensed Materials, but only a right of limited use under the terms and conditions of this Agreement. Except as expressly set forth in Section 1, Nortel reserves all rights and grants Licensee no licenses of any kind hereunder. All information or feedback provided by Licensee to Nortel with respect to the Software or Equipment shall be Nortel’s property and deemed confidential information of Nortel.

3.Confidentiality. Licensee agrees that the Licensed Materials contain confidential information, including trade secrets, know-how, and information pertaining to the technical structure or performance of the Software, that is the exclusive property of Nortel as between Licensee and Nortel. In addition, Nortel’s confidential information includes any confidential or trade secret information related to the Licensed Materials. During the period this Agreement is in effect and at all times thereafter, Licensee shall maintain Nortel’s confidential information in confidence and use the same degree of care, but in no event less than reasonable care, to avoid disclosure of Nortel’s confidential information as it uses with respect to its own confidential and proprietary information of similar type and importance. Licensee agrees to only disclose Nortel’s confidential information to its directors, officers and employees who have a bona fide need to know solely to exercise Licensee’s rights under this Agreement and to only use Nortel’s confidential information incidentally in the customary operation of the Software and Equipment. Licensee shall not sell, license, sublicense, publish, display, distribute, disclose or otherwise make available Nortel’s confidential information to any third party nor use such information except as authorized by this Agreement. Licensee agrees to immediately notify Nortel of the unauthorized disclosure or use of the Licensed Materials and to assist Nortel in remedying such unauthorized use or disclosure. It is further understood and agreed that any breach of this Section 3 or Section 1(b) is a material breach of this Agreement and any such breach would cause irreparable harm to Nortel and its suppliers, entitling Nortel or its suppliers to injunctive relief in addition to all other remedies available at law.

4.Limited Warranty & Disclaimer. Any limited warranty for the Licensed Materials and Nortel’s sole and exclusivity liability thereunder is as set forth in Nortel’s standard warranty documentation. In addition, any limited warranty for the Software does not apply to any component of the Software but only to the Software as a whole. EXCEPT FOR ANY EXPRESS LIMITED WARRANTIES FROM Nortel IN SUCH DOCUMENTATION, THE LICENSED MATERIALS ARE PROVIDED “AS IS”, AND Nortel AND ITS SUPPLIERS MAKE NO WARRANTY, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO LICENSED MATERIALS OR ANY PART THEREOF, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, OR THOSE ARISING FROM COURSE OF PERFORMANCE, DEALING, USAGE OR TRADE. Nortel ’S SUPPLIERS MAKE NO DIRECT WARRANTY OF ANY KIND TO LICENS- EE FOR THE LICENSED MATERIALS. NEITHER Nortel NOR ANY OF ITS SUPPLIERS WARRANT THAT THE LICENSED MATE-

RIALS OR ANY PART THEREOF WILL MEET LICENSEE’S REQUIREMENTS OR BE UNINTERRUPTED, OR ERROR-FREE, OR THAT ANY ERRORS IN THE LICENSED MATERIALS WILL BE CORRECTED. SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO LICENSEE. THIS LIMITED WAR- RANTY GIVES LICENSEE SPECIFIC LEGAL RIGHTS. LICENSEE MAY ALSO HAVE OTHER RIGHTS, WHICH VARY FROM STATE/JURISDICTION TO STATE/JURISDICTION.

5.Term and Termination. This Agreement is effective until terminated. License may terminate this Agreement at any time by destroying all copies of the Software. This Agreement and all licenses granted hereunder will terminate immediately without notice from Nortel if Licensee fails to comply with any provision of this Agreement. Upon any termination, Licensee must destroy all copies of the Licensed Materials. Sections 1(b), 2, 3, 4(b), 5, 6, 7, 8, 9 and 10 shall survive any termination of this Agreement.

6.Export. The Software is specifically subject to U.S. Export Administration Regulations. Licensee agrees to strictly comply with all export, re-export and import restrictions and regulations of the Department of Commerce or other agency or authority of the United States or other applicable countries, and not to transfer, or authorize the transfer of, directly or indirectly, the Software or any direct product thereof to a prohibited country or otherwise in violation of any such restrictions or regulations. Licensee’s failure to comply with this Section is a material breach of this Agreement. Licensee acknowledges that Licensee is not a national of Cuba, Iran, Iraq, Libya, North Korea, Sudan or Syria or a party listed in the U.S. Table of Denial Orders or U.S. Treasury Department List of Specially Designated Nationals.

7.Government Restricted Rights. As defined in FAR section 2.101, DFAR section 252.227-7014(a)(1) and DFAR section 252.227-7014(a)(5) or otherwise, the Software provided in connection with this Agreement are “commercial items,” “commercial computer software” and/or “commercial computer software documentation.” Consistent with DFAR section 227.7202, FAR section 12.212 and other sections, any use, modification, reproduction, release, performance, display, disclosure or distribution thereof by or for the U.S. Government shall be governed solely by the terms of this Agreement and shall be prohibited except to the extent expressly permitted by the terms of this Agreement. Any technical data provided

Nortel WLAN—Security Switch 2300 Series Command Line Reference