
ForceTriad Energy Platform Service Manual v
lease, rent, loan, assign, convey or otherwise transfer the Software except as expressly
authorized by the Agreement; (v) distribute, disclose or allow use of the Software, in any
format, through any timesharing service, service bureau, network or by any other means,
to or by any third parties; (vi) remove or modify any copyright, confidential and/or
proprietary markings, legends or restriction which are in the Software originally supplied
to Customer; or (vii) violate any obligations with regard to COVIDIEN’s Confidential
Information. To the extent that Customer is expressly permitted by applicable mandatory
law to undertake any of the activities listed in the preceding sentence, Customer will not
exercise those rights until Customer has given COVIDIEN thirty (30) days written notice of
Customer’s intent to exercise any such rights unless an order of a government agency of
competent jurisdiction will not so allow.
Except for the limited license rights expressly granted in this Software License, COVIDIEN
reserves all rights in and to the Software and any modifications thereto and derivations
thereof, including, but not limited to, all title, ownership, intellectual property rights and
all other rights and interests. Customer will own only the hardware or physical media on
which the Software is stored or processed, if any.
Customer agrees that the Software, including the specific design and structure of
individual programs, constitute confidential information and trade secrets of COVIDIEN,
whether or not the programs may be copyrighted or copyrightable, and/or patented or
patentable. Customer agrees not to disclose, provide, or otherwise make available such
confidential information, trade secrets or copyrighted material in any form to any third
party. Customer agrees that it will make the Software available only to employees,
contractors, or consultants with a need to know, who are obligated to comply with all
license restrictions contained in this Software License Agreement and to maintain the
secrecy of the Software and all other Confidential Information. Customer is responsible
for the compliance of all users with these obligations.
Customer may, from time to time, request that COVIDIEN incorporate certain features,
enhancements or modifications into the Software. COVIDIEN may, in its sole discretion,
undertake to incorporate such changes and distribute the Software so modified to all or
any of COVIDIEN's customers. All such error corrections, bug fixes, patches, updates or
other modifications provided to COVIDIEN shall be the sole property of COVIDIEN.
This Software License is effective until terminated. Customer may terminate this License
at any time by destroying all copies of Software including any documentation. This
License will terminate immediately upon notice from COVIDIEN if Customer fails to
comply with any provision of this License or any supplier agreement. COVIDIEN may
terminate the Software licenses granted herein and exercise all available rights by giving
written notice, effective immediately, if within ten (10) business days of Customer’s
receipt of a reasonably detailed written request to cure, Customer has not cured all
breaches of this License’s limitations or restrictions. Upon such termination, Customer will
immediately pay all undisputed fees outstanding, cease use of all Software, return or
delete, at COVIDIEN’s request, all copies of the Software in Customer’s possession, and
certify compliance with all of the obligations herein to COVIDIEN in writing.
Limited Warranty: COVIDIEN represents and warrants to Customer that the Software
will perform substantially as described in COVIDIEN's then current documentation for
such Software for the longer of (a) the remaining warranty applicable to the product with
which such Software was delivered (not to exceed one year) or (b) ninety (90) days from
the date such Software was shipped or first made available to Customer for electronic