AEROFLEX INTERNATIONAL LTD SOFTWARE LICENCE AND WARRANTY
6 The above Warranty does not apply to:
6.1Defects resulting from software not supplied by Aeroflex, from unauthorised modification or misuse or from operation outside of the specification.
6.2Third party produced Proprietary Software which Aeroflex may deliver with its products, in such case the third party Software Licence Agreement including its warranty terms shall apply.
7The remedies offered above are sole and exclusive remedies and to the extent permitted by applicable law are in lieu of any implied conditions, guarantees or warranties whatsoever and whether statutory or otherwise as to the software all of which are hereby expressly excluded.
8. INDEMNITY
8.1Aeroflex shall defend, at its expense, any action brought against the Licensee alleging that the Licensed Software infringes any patent, registered design, trademark or copyright, and shall pay all Licensor's costs and damages finally awarded up to an aggregate equivalent to the Licence fee provided the Licensee shall not have done or permitted to be done anything which may have been or become any such infringement and shall have exercised reasonable care in protecting the same failing which the Licensee shall indemnify Aeroflex against all claims costs and damages incurred and that Aeroflex is given prompt written notice of such claim and given information, reasonable assistance and sole authority to defend or settle such claim on behalf of the Licensee. In the defence or settlement of any such claim, Aeroflex may obtain for the Licensee the right to continue using the Licensed Software or replace it or modify it so that it becomes
8.2Aeroflex shall not be liable if the alleged infringement:
8.2.1is based upon the use of the Licensed Software in combination with other software not furnished by Aeroflex, or
8.2.2is based upon the use of the Licensed Software alone or in combination with other software in equipment not functionally identical to the Designated Equipment, or
8.2.3arises as a result of Aeroflex having followed a properly authorised design or instruction of the Licensee, or
8.2.4arises out of the use of the Licensed Software in a country other than the one disclosed to Aeroflex as the intended country of use of the Licensed Software at the commencement of this Agreement.
8.3Aeroflex shall not be liable to the Licensee for any loss of use or for loss of profits or of contracts arising directly or indirectly out of any such infringement of patent, registered design, trademark or copyright.
9. TERMINATION
9.1Notwithstanding anything herein to the contrary, this Licence shall forthwith determine if the Licensee:
9.1.1As an individual has a Receiving Order made against him or is adjudicated bankrupt or compounds with creditors or as a corporate body, compounds with creditors or has a
9.1.2Parts with possession of the Designated Equipment.
9.2This Licence may be terminated by notice in writing to the Licensee if the Licensee shall be in breach of any of its obligations hereunder and continue in such breach for a period of 21 days after notice thereof has been served on the Licensee.
9.3On termination of this Agreement for any reason, Aeroflex may require the Licensee to return to Aeroflex all copies of the Licensed Software in the custody of the Licensee and the Licensee shall, at its own cost and expense, comply with such requirement within 14 days and shall, at the same time, certify to Aeroflex in writing that all copies of the Licensed Software in whatever form have been obliterated from the Designated Equipment.
10. THIRD PARTY LICENCES
The software or part thereof may be the proprietary property of third party licensors. In such an event such third party licensors (as referenced on the package or the Order Acknowledgement) and/or Aeroflex may directly enforce the terms of this Agreement and may terminate the Agreement if the Licensee is in breach of the conditions contained herein.
11. EXPORT REGULATIONS
The Licensee undertakes that where necessary the Licensee will conform with all relevant export regulations imposed by the Governments of the United Kingdom and/or the United State of America.
12. NOTICES
Any notice to be given by the Licensee to Aeroflex shall be addressed to:
Aeroflex International Limited, Longacres House, Six Hills Way, Stevenage, SG1 2AN, UK.
13. LAW AND JURISDICTION
This Agreement shall be governed by the laws of England and shall be subject to the exclusive jurisdiction of the English courts. This agreement constitutes the whole Contract between the parties and may be changed only by memorandum signed by both parties.
AEROFLEX INTERNATIONAL LTD 2004
48000/025 Issue 1
