Common use of Duties of Licensee Clause in Contracts

Duties of Licensee. 4.1 Licensee shall permit only properly trained, qualified and authorized employees to Use the Licensed Software in accordance with this Agreement. 4.2 Licensee shall provide AF with all information, documentation and technical assistance as AF may require in order to perform its duties set forth in Section 3 hereof and/or to verify compliance by Licensee with the terms and conditions of this Agreement. AF shall be released from its obligations under Section 3 if Licensee is unable or otherwise fails to provide AF with the foregoing. 4.3 Licensee shall not compute any simulations with the Licensed Product on behalf of competitors of AF, nor provide any competitors with results of any simulations computed with the Licensed Product. 4.4 All Licensed Products delivered under this Agreement are subject to local export control laws and regulations and may be subject to export or import laws and regulations of other countries, including but not limited to the Export Administration Regulations of the United States of America and its embargoed country list. Licensee acknowledges its responsibility to comply with all such laws and regulations at its sole expense. 4.5 Licensee may copy the Licensed Product in whole or in part for back-up purposes only and may not use such copy for any purpose other than to replace a damaged copy. All copies of the Licensed Product, in whole or in part, shall contain all of AF’s restrictive and proprietary notices as they appear on the Licensed Product provided by AF. 4.6 Licensee agrees not to modify, reverse engineer, translate, disassemble or decompile the Licensed Product or any portion thereof except to the extent that this restriction is expressly prohibited by applicable law. 4.7 Licensee accepts that, to prevent unlicensed use (copyright infringement / piracy) of its products, AF may through specific software features collect data in order to identify unauthorized changes to the licensing or activation functions of the Licensed Product. 4.8 Licensee agrees that AF may audit Licensee’s facilities, records and Use of the Licensed Product to determine Licensee’s compliance with the terms and conditions of this Agreement. Such audits shall occur after prior notice during regular business hours. If such audit reveals that Licensee has underpaid any fees due or uses Licensed Product in an unauthorized manner, Licensee shall immediately pay AF any amounts due, together with interest for late payment of one (1) percent per month, but in no event exceeding the highest rate permitted by applicable law. Licensee shall also reimburse AF for all reasonable costs incurred in connection with the audit. In addition, AF expressly reserves the right to take legal action.

Duties of Licensee. 4.1 Licensee shall permit only properly trained, qualified and authorized employees to Use the Licensed Software in accordance with this Agreement. 4.2 Licensee shall provide AF with all information, documentation and documentation, technical assistance and access to the Designated Equipment as AF may require in order to perform its duties set forth in Section 3 hereof and/or to verify compliance by Licensee with the terms and conditions of this Agreement. AF shall be released from its obligations under Section 3 if Licensee is unable or otherwise fails to provide AF with the foregoing. 4.3 Licensee shall not compute any simulations with the Licensed Product on behalf of competitors of AF, nor provide any competitors with results of any simulations computed with the Licensed Product. 4.4 All Licensed Products delivered under this Agreement are subject to local export control laws and regulations regulations, and may be subject to export or import laws and regulations of other countries, including but not limited to the Export Administration Regulations of the United States of America and its embargoed country list. Licensee acknowledges its responsibility to comply with all such laws and regulations at its sole expense. 4.5 Licensee may copy the Licensed Product in whole or in part for back-up purposes only and may not use such copy for any purpose other than to replace a damaged copy. All copies of the Licensed Product, in whole or in part, shall contain all of AF’s restrictive and proprietary notices as they appear on the Licensed Product provided by AF. 4.6 Licensee agrees not to modify, reverse engineer, translate, disassemble or decompile the Licensed Product or any portion thereof except to the extent that this restriction is expressly prohibited by applicable law. 4.7 Licensee accepts that, in order to prevent unlicensed use (copyright infringement / piracy) of its products, AF may through specific software features collect data in order to identify unauthorized changes to the licensing or activation functions of the Licensed Product. 4.8 Licensee agrees that AF may audit Licensee’s facilities, records and Use of the Licensed Product to determine Licensee’s compliance with the terms and conditions of this Agreement. Such audits shall occur after prior notice during regular business hours. If such audit reveals that Licensee has underpaid any fees due or uses Licensed Product in an unauthorized manner, Licensee shall immediately pay AF any amounts due, together with interest for late payment of one (1) percent per month, but in no event exceeding the highest rate permitted by applicable law. Licensee shall also reimburse AF for all reasonable costs incurred in connection with the audit. In addition, AF expressly reserves the right to take legal action.

Duties of Licensee. 4.1 2.1 The Licensee shall permit only properly trainedacknowledges that the license to use the Mark(s) establishes a duty upon the Licensee to comply with the terms of this Agreement and the Governing Documents. The Licensee acknowledges that from time to time, qualified the Governing Documents will be updated and authorized employees amended. Amendments to Use the Licensed Software Governing Documents will be incorporated into this Agreement in accordance with the procedures set forth in Section 6.1. The Licensees agree to abide by the terms of the most recently amended Governing Documents, or to terminate the Agreement as set forth in Section 6.1. Upon termination of this Agreement for any reason, all rights granted under this Agreement shall immediately revert to AHRI. 2.2 The Licensee agrees to display the Mark(s) on all Certified Products. Licensee agrees to display the Mark in a manner that is clear and accurate, and does not suggest or imply that AHRI endorses any specific manufacturer or distributor. Display of the Mark(s) shall not imply that certification extends to a unit or component that is not a Certified Product. 2.3 The Licensee acknowledges that it is a manufacturer of equipment covered by the Certification Program. The Licensee agrees to comply with the requirement that all equipment sold or manufactured by the Licensee that is covered by Certification Program must be certified (the “Certify-All Rule”) consistent with the requirements of the Governing Documents. 2.4 The Licensee agrees that it will use the Mark only in connection with Certified Products that are manufactured and sold by the Licensee under its own name and/or brand name (“Product Brand Name”) that the Licensee has prospectively identified to AHRI. Licensees will identify Product Brand Names by electronically updating and submitting the Product Brand Name information for the Licensee via the Licensee portal on the AHRI Directory. The Licensee may update its designated Product Brand Names at any time during the term of this Agreement. 4.2 2.5 In the event that the Licensee shall provide AF with all information, documentation and technical assistance as AF may require in order to perform its duties set forth in Section 3 hereof and/or to verify compliance by Licensee with the terms and conditions of this Agreement. AF shall be released from its obligations under Section 3 if Licensee is unable or otherwise fails to provide AF with the foregoing. 4.3 Licensee shall not compute any simulations with the Licensed Product on behalf of competitors of AF, nor provide any competitors with results of any simulations computed with the Licensed Product. 4.4 All Licensed Products delivered under this Agreement are subject to local export control laws and regulations and may be subject to export or import laws and regulations of other countries, including but not limited to the Export Administration Regulations of the United States of America and its embargoed country list. Licensee acknowledges its responsibility to comply with all such laws and regulations at its sole expense. 4.5 Licensee may copy the Licensed Product in whole or in part for back-up purposes only and may not use such copy for any purpose other than to replace a damaged copy. All provides copies of certification documents to third parties, the Licensed Product, in whole or in part, shall contain all of AF’s restrictive and proprietary notices as they appear on the Licensed Product provided by AF. 4.6 Licensee agrees not to modify, reverse engineer, translate, disassemble or decompile the Licensed Product or any portion thereof except to the extent that this restriction is expressly prohibited by applicable law. 4.7 Licensee accepts that, to prevent unlicensed use (copyright infringement / piracy) of its products, AF may through specific software features collect data in order to identify unauthorized changes to the licensing or activation functions of the Licensed Product. 4.8 Licensee agrees that AF may audit Licensee’s facilitiesall documents shall be reproduced in their entirety, records and Use of the Licensed Product to determine Licensee’s compliance without omissions or alterations. 2.6 While complying with the terms requirement that all equipment sold or manufactured by the Licensee that is covered by the AHRI Certification Program must be certified, the Licensee agrees that it will use the Mark and conditions of this Agreement. Such audits shall occur after prior notice during regular business hours. If such audit reveals that Licensee has underpaid any fees due or uses Licensed Product in an unauthorized manner, Licensee shall immediately pay AF any amounts due, together with interest for late payment of one (1) percent per month, but in no event exceeding the highest rate permitted by applicable law. Licensee shall also reimburse AF for all reasonable costs incurred claim certification only in connection with equipment covered by the audit. In addition, AF expressly reserves Certification Program that is sold by Licensee under its own name and/or a brand name that the right to take legal actionLicensee has identified in the AHRI Certification Directory. 2.7 The Licensee agrees that it shall only reproduce the Certification Mark in either black or blue color per the specifications identified in Appendix A.

Duties of Licensee. 4.1 3.1 Upon completion of on-orbit check-out pursuant to Section 2.2 above, Licensee shall permit only properly trainedmanage and operate the OrbView-2 System, qualified including the performance of tracking, telemetry and authorized employees control functions with respect to Use the Licensed Software OrbView-2 satellite, all in accordance with the NASA Agreement. 3.2 So long as Orbital holds the Licenses referred to in Section 2.3 above, in the event Orbital is notified by the FCC or DoC of a violation of the applicable License or related rules or regulations or has a reasonable basis to believe based on discussions with outside counsel that such a violation may be occurring, Orbital shall have the right to order the discontinuance or modification of operations causing such violations and in the event ORBIMAGE fails to cure same within a reasonable period given the nature of the violation, the right to access to all facilities, sites and equipment used in the operation of the OrbView-2 System. ORBIMAGE shall assist Orbital in complying with all applicable Federal, state and local rules and regulations and License requirements regarding the operation of the OrbView-2 System including all FCC and DoC requirements. 3.3 Licensee agrees to provide Orbital reasonable access to its records and facilities at no cost to Orbital for the purposes of monitoring compliance with Licensee's obligations under this Agreement. 4.2 3.4 Licensee shall provide AF comply in all material respects with all informationapplicable United States and foreign laws, documentation rules and technical assistance as AF may require regulations of any federal, state, provincial or local governmental authority in the performance of its obligations hereunder. 3.5 Licensee shall obtain and maintain all material Regulatory Licenses with any United States or foreign governmental authority required to be obtained or maintained by Licensee in order to perform its duties set forth in Section 3 hereof and/or to verify compliance by Licensee with the terms and conditions of this Agreement. AF shall be released from its obligations under Section 3 if 3.1 of this Agreement and required by any such authority to be obtained by Licensee is unable or otherwise fails in connection therewith. Licensee shall defend any actions brought by NASA pursuant to provide AF with the foregoingNASA Agreement and any actions relating to the FCC and DoC Licenses to the extent they arise out of Licensee's operation of the OrbView-2 Satellite. 4.3 3.6 Licensee shall not compute any simulations with the Licensed Product on behalf of competitors of AFwill pay all federal, nor provide any competitors with results of any simulations computed with the Licensed Product. 4.4 All Licensed Products delivered under this Agreement are subject to state, local export control laws and regulations other taxes, foreign and may be subject to export or import laws and regulations of other countriesdomestic, including but not limited to sales, use, gross receipts, and excise taxes and withholding, that arise from the Export Administration Regulations of the United States of America and its embargoed country list. Licensee acknowledges its responsibility to comply with all such laws and regulations at its sole expense. 4.5 Licensee may copy the Licensed Product in whole or in part for back-up purposes only and may not use such copy for any purpose other than to replace a damaged copy. All copies of the Licensed Product, in whole or in part, shall contain all of AF’s restrictive and proprietary notices as they appear on the Licensed Product provided by AF. 4.6 Licensee agrees not to modify, reverse engineer, translate, disassemble or decompile the Licensed Product or any portion thereof except to the extent that this restriction is expressly prohibited by applicable law. 4.7 Licensee accepts that, to prevent unlicensed use (copyright infringement / piracy) performance of its products, AF may through specific software features collect data in order to identify unauthorized changes to the licensing or activation functions of the Licensed Product. 4.8 Licensee agrees that AF may audit Licensee’s facilities, records and Use of the Licensed Product to determine Licensee’s compliance with the terms and conditions of duties under this Agreement. Such audits The License Fee does not include any federal, state or local sales, use or excise taxes which shall occur after prior notice during regular business hoursbe the responsibility of Licensee, if any. If such audit reveals that Licensee has underpaid Orbital shall pay any fees due U.S. or uses Licensed Product in an unauthorized mannerforeign federal, Licensee shall immediately pay AF any amounts due, together with interest for late payment of one (1) percent per month, but in no event exceeding the highest rate permitted by applicable law. Licensee shall also reimburse AF for all reasonable costs incurred state or local income taxes in connection with the audit. In addition, AF expressly reserves the right to take legal actionLicense Fee.

Duties of Licensee. 4.1 Licensee shall permit only properly trained, qualified and authorized employees to Use the Licensed Software in accordance with this Agreement. 4.2 Licensee shall provide AF with all information, documentation and documentation, technical assistance and access to the Designated Equipment as AF may require in order to perform its duties set forth in Section 3 hereof and/or to verify compliance by Licensee with the terms and conditions of this Agreement. AF shall be released from its obligations under Section 3 if Licensee is unable or otherwise fails to provide AF with the foregoing. 4.3 Licensee shall not compute any simulations with the Licensed Product on behalf of competitors of AF, nor provide any competitors with results of any simulations computed with the Licensed Product. 4.4 All Licensed Products delivered under this Agreement are subject to local export control laws and regulations regulations, and may be subject to export or import laws and regulations of other countries, including but not limited to the Export Administration Regulations of the United States of America and its embargoed country list. Licensee acknowledges its responsibility to comply with all such laws and regulations at its sole expense. 4.5 Licensee may copy the Licensed Product in whole or in part for back-up purposes only and may not use such copy for any purpose other than to replace a damaged copy. All copies of the Licensed Product, in whole or in part, shall contain all of AF’s restrictive and proprietary notices as they appear on the Licensed Product provided by AF. 4.6 Licensee agrees not to modify, reverse engineer, translate, disassemble or decompile the Licensed Product or any portion thereof except to the extent that this restriction is expressly prohibited by applicable law. 4.7 Licensee accepts that, in order to prevent unlicensed use (copyright infringement / piracy) of its products, AF may through specific software features collect data in order to identify unauthorized changes to the licensing or activation functions of the Licensed Product. 4.8 Licensee agrees that AF may audit Licensee’s facilities, records and Use of the Licensed Product to determine Licensee’s compliance with the terms and conditions of this Agreement. Such audits shall occur after prior notice during regular business businss hours. If such audit reveals that Licensee has underpaid any fees due or uses Licensed Product in an unauthorized manner, Licensee shall immediately pay AF any amounts due, together with interest for late payment of one (1) percent per month, but in no event exceeding the highest rate permitted by applicable law. Licensee shall also reimburse AF for all reasonable costs incurred in connection with the audit. In addition, AF expressly reserves the right to take legal action.