EXHIBIT 10.39
NON-EXCLUSIVE
DISTRIBUTOR AGREEMENT
THIS LITRONIC NON-EXCLUSIVE DISTRIBUTOR AGREEMENT ("Agreement"), is entered
into as of the EFFECTIVE DATE set forth below by and between LITRONIC, Inc., a
California (U.S.A) corporation ("LITRONIC"), having its principal place of
business at 0000 Xxxx, Xxxxx 0000, Xxxxxx, Xxxxxxxxxx 00000, X.X.X. and the
DISTRIBUTOR identified below.
This Agreement consists of the following Term Sheet, the Standard Terms and
Conditions and the Exhibits attached hereto.
TERM SHEET
1. EFFECTIVE DATE: ________________________
2. DISTRIBUTOR:
ITOCHU TECHNO-SCIENCE Corporation ("CTC")
Street Address: 00-0, Xxxxxx 0-Xxxxx, Xxxxxxx-Xx, XXXXX, 000-0000 XXXXX
Telephone: x00-0-0000-0000 Facsimile: x00-0-0000-0000
ITOCHU CORPORATION ("ITC"; together with CTC, collectively, DISTRIBUTOR)
Street Address: 0-0, Xxxx-Xxxxxx 0-xxxxx, Xxxxxx-xx, XXXXX, 000-00 XXXXX
Telephone : x00-0-0000-0000 Facsimile : x00-0-0000-0000
3. CONTACT PERSON: Xxxxxx Xxxxxxxx ("CTC")
Title: Group Leader, Project Promoting Group, Electronic Commerce
Promotion Dept.
Contact Person's Telephone: x00-0-0000-0000
Contact Person's E-mail address: xxxxxx@xxx-x.xx.xx
4. START DATE OF AGREEMENT: __________________________
5. END DATE OF AGREEMENT: December 31, 1999
6. TERRITORY: JAPAN
7. PREPAYMENT: $160,000.00 ____________________
8. ANNUAL TARGET: $500,000.00
9. PRODUCT SCHEDULE AND DISCOUNT:
Included in Product Minimum Discount
Schedule order
quantity
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Minimum
quantity
to 999
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Yes MULTIFLEX SMARTCARD 100 30%
Yes CRYPTOFLEX SMARTCARD 4K 100 30%
Yes CRYPTOFLEX SMARTCARD 8K 100 30%
Yes 210 READER 100 30%
Yes 215 READER 100 30%
Yes 410 READER 100 30%
Yes NETSIGN W/210 READER EXPORT 100 40%
Yes NETSIGN W/215 READER EXPORT 100 40%
Yes NETSIGN W/410 READER EXPORT 100 40%
Yes NETSIGN PRO W/210 READER EXPORT 100 40%
Yes NETSIGN PRO W/215 READER EXPORT 100 40%
Yes NETSIGN PRO W/410 READER EXPORT 100 40%
Yes PROFILE MANAGER EDK 1 40%
Yes PROFILE MANAGER EDK PLUS 1 40%
Yes PROFILE MANAGER 1 40%
Yes PROFILE MANAGER MAINTENANCE* 1 40%
Yes NETSIGN SUPPORT* N/A N/A
*LITRONIC DOES NOT PROVIDE TECHNICAL SUPPORT TO CUSTOMERS OF DISTRIBUTOR.
LITRONIC SUPPORTS DISTRIBUTOR BY E-MAIL AND/OR TELEPHONE.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.
LITRONIC, INC. ITOCHU TECHNO-SCIENCE
CORPORATION
By: By:
Name: Name:
Title: Title:
Date: Date:
ITOCHU CORPORATION
By: _____________________________
Name: ___________________________
Title : _________________________
Date : __________________________
STANDARD TERMS AND CONDITIONS
1. DEFINITIONS
Capitalized terms used and not otherwise defined in this Agreement or the
Exhibits hereto shall have the meanings shown below:
1.1 "Intellectual Property" means all of the following owned by a party: (i)
trademarks and service marks (registered and unregistered) and trade names, and
goodwill associated therewith; (ii) patents, patentable inventions, computer
programs, and software; (iii) databases; (iv) trade secrets and the right to
limit the use or disclosure thereof; (v) copyrights in all works, including
software programs; and (vi) domain names. The rights owned by a party in its
Intellectual Property shall be defined, collectively, as "Intellectual Property
Rights."
1.2 "Product(s)" shall mean those LITRONIC products that have been explicitly
included in this Agreement and specified on the term sheet. LITRONIC shall have
the right to withdraw any Product(s) from this Agreement upon ninety (90) days
advance written notice. Products shall also include modifications,
enhancements, corrections, or upgrades to the Products to be furnished by
LITRONIC to DISTRIBUTOR hereunder.
1.3 "Discount" shall mean the discount applicable to Unit Price for a product
as specified in the then current Reseller/Distributor Price List. The now
current Reseller/Distributor Price List is attached to this Agreement as
Exhibit A. All Reseller/Distributor Price Lists are incorporated in this
Agreement by this reference.
1.4 "Distributor" means trade dealers only, that is companies which sell
only to Resellers. The term "Distributor" does not include companies which sell
to end-users or purchase products for their own use.
1.5 "End-User" shall mean a customer or prospective customer of DISTRIBUTOR
that purchases a Product for its internal use.
1.6 "Reseller" means retail dealers only, that is companies which sell only to
end-users. The term "Reseller" does not include companies which sell to
distributors or purchase products for their own use.
1.7 "Territory" shall mean the distribution territory set forth on the Term
Sheet attached hereto.
1.8 "Trademarks" shall mean LITRONIC's registered and unregistered
trademarks, trade names and other commercial symbols, including but not limited
to those set forth in Exhibit B.
2. APPOINTMENT AS DISTRIBUTOR
2.1 Appointment. Subject to the terms and conditions of this Agreement,
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LITRONIC hereby appoints DISTRIBUTOR, and DISTRIBUTOR hereby accepts such
appointment, as a non-exclusive Distributor and a non-exclusive Reseller for the
Products in the Territory. In connection with such appointment, to the extent
permitted by the laws of the Territory, LITRONIC grants DISTRIBUTOR a non-
exclusive and non-transferable right to promote, market, sub-license and solicit
orders in the Territory from Resellers and end-users for the Products and
services described in the Term Sheet.
2.2 Authorization. DISTRIBUTOR may represent itself as a distributor for the
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Products. DISTRIBUTOR shall not represent that it is otherwise affiliated with
LITRONIC. DISTRIBUTOR is authorized to represent to Resellers and end-users for
the Products only such facts about LITRONIC and the Products as LITRONIC posts
on its Web site or as are contained in other published advertising and
promotional materials.
2.3 Independent Contractors. The relationship of LITRONIC and DISTRIBUTOR is
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that of independent contractors. Neither DISTRIBUTOR nor DISTRIBUTOR's
employees, consultants, contractors or agents are agents, employees, partners or
joint venturers of LITRONIC, nor do they have any authority to bind LITRONIC by
contract or otherwise to any obligation. They will not represent to the
contrary, either expressly, implicitly, by appearance or otherwise.
2.4 End-User License Agreement. DISTRIBUTOR shall (i) prepare an end-user
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license agreement (the "End-User License Agreement") in Japanese language which
shall contain similar terms and restrictions and provide the same protection to
LITRONIC as those set forth in the LITRONIC`s standard end-user license
agreement which is attached hereto as Exhibit D, and (ii) enter into the End-
User License Agreement with each end-user for the software Products sub-licensed
by DISTRIBUTOR. DISTRIBUTOR shall provide an English version of its End-User
License Agreement which Litronic shall have the right to approve prior to use by
DISTRIBUTOR.
3. MARKETING LITRONIC PRODUCTS
3.1 Program Orientation. Within the first sixty (60) days after the Effective
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Date, DISTRIBUTOR will cause certain employees to obtain the training outlined
in Exhibit C attached hereto. To the extent such training requires that
DISTRIBUTOR's personnel travel, DISTRIBUTOR shall bear the travel and lodging
expenses of such personnel.
3.2 Sales Collateral. LITRONIC shall provide DISTRIBUTOR with a reasonable
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number of copies of the sales collateral related to each Product as are
specified in Term Sheet. DISTRIBUTOR will be responsible for creation of all
collateral materials relating to the TERRITORY. DISTRIBUTOR shall bear the
costs for all such materials required to satisfactorily market and sell the
Products, including any translation costs. A copyright for such materials
translated by DISTRIBUTOR shall be possessed by DISTRIBUTOR and assigned to
LITRONIC at the time of termination or expiration of this Agreement as set forth
in Section 8.1 below.
3.3 DISTRIBUTOR Efforts. During the term of this Agreement, DISTRIBUTOR shall
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use its commercially reasonable efforts to market and promote the Products to
Resellers and end-users for the Products in the Territory. Without limiting the
generality of the foregoing, DISTRIBUTOR shall undertake the specific marketing
activities for each Product, which are set forth in the Term Sheet.
3.4 Product Resale. DISTRIBUTOR shall resell the Products only to Resellers
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for resale to end users and, directly, to End-Users for the Products.
3.5 Market Area. LITRONIC shall be the sole and final arbiter of any question
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whether a specific Reseller is within the Territory.
3.6 Prepayment. Within thirty (30) days after the Effective Date,
DISTRIBUTOR shall pay to LITRONIC an up-front fee (the "Up-Front Fee") for the
Products in the amount of Xxx Xxxxxxx Xxxxx Xxxxxxxx Xxxxxx Xxxxxx Dollars (USD
160,000) as specified on Section 7 of the term sheet above.
DISTRIBUTOR shall have the right to apply all of the Up-Front Fee as a credit
against all future fees for the Products payable by DISTRIBUTOR pursuant to
Section 5 (PURCHASE AND PAYMENT TERM) below, and for the future fees for the
Products to be paid by DISTRIBUTOR as an end-user for the Products.
3.7 Annual Target. LITRONIC and DISTRIBUTOR have established annual target
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purchase quota for the Products during the period commencing from the Effective
Date and ending on December 31, 1999 as set forth in Section 8 of the term sheet
above (the "Target Purchase Quota"), and CTC shall use its commercially
reasonable efforts to meet the Target Purchase Quota. Notwithstanding anything
contained herein to the contrary and for avoidance of doubts, the parties
acknowledge and agree that the Target Purchase Quota shall not be construed as
creating any legally binding obligation of DISTRIBUTOR to purchase those amounts
of the Products.
3.8 DISTRIBUTOR Personnel. DISTRIBUTOR will train and maintain a sufficient
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number of capable technical and sales personnel, minimum of one full-time
employee, having the knowledge and training necessary to: (i) inform potential
Resellers and End Users properly concerning the features and capabilities of the
Products and, if necessary, competitive products; (ii) service and support the
Products in accordance with DISTRIBUTOR's obligations under this Agreement; and
(iii) otherwise carry out the obligations and responsibilities of DISTRIBUTOR
under this agreement.
3.9 Technical Expertise. DISTRIBUTOR warrants that its staff will be
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conversant with the technology contained in the Products and similar
technologies in general, and will develop sufficient knowledge of the industry
and products competitive with the Products (including specifications, features
and benefits) so as to be able to explain in detail to its potential Resellers
and End Users the differences between the Products and competitive products.
3.10 DISTRIBUTOR Covenants. DISTRIBUTOR will: (i) conduct business in a manner
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that reflects favorable at all times on the Products and the good name, good
will and reputation of LITRONIC; (ii) avoid deceptive, misleading or unethical
practices that are or might be detrimental to LITRONIC, the Products and
services or the public; (iii) make no false or misleading representations with
regard to LITRONIC, or the Products; (iv) not publish or employ, or cooperate in
the publication or employment of, any misleading or deceptive advertising
material with regard to LITRONIC or the Products; and (v) make no
representation, warranties or guarantees to potential Resellers or End Users or
to the trade with respect to the specifications, features or capabilities of the
Products that are inconsistent with the literature distributed by LITRONIC.
3.11 Costs and Expenses. Except as expressly provided herein or agreed to in
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writing by LITRONIC and DISTRIBUTOR, DISTRIBUTOR will pay all costs and expenses
incurred in the performance of DISTRIBUTOR's obligations under this Agreement.
3.12 Marketing Activities. DISTRIBUTOR shall develop and execute a marketing
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plan sufficient to fulfill its obligations under this Agreement. To the extent
LITRONIC offers and this is agreed to by DISTRIBUTOR in advance, DISTRIBUTOR
agrees to participate with LITRONIC in joint marketing activities with respect
to certain Products.
3.13 Compliance with Laws. DISTRIBUTOR will comply with all applicable
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international, national, state, regional and local laws and regulations in
performing its duties hereunder and in any of its dealings with respect to the
Products.
3.14 Governmental Approval. If any approval with respect to this Agreement, or
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the notification or registration hereof, will be required at any time during the
term of this Agreement, with respect to giving legal effect to this Agreement in
any jurisdiction in which DISTRIBUTOR is operating, or with respect to
compliance with exchange regulations or other requirements so as to assure the
right of remittance from abroad of U.S. Dollars, DISTRIBUTOR will immediately
take whatever steps may be necessary in this respect, and any charges incurred
in connection therewith will be for the account of DISTRIBUTOR. DISTRIBUTOR
will keep LITRONIC currently informed of its efforts in this connection.
LITRONIC will be under no obligation to ship any Products or other materials to
DISTRIBUTOR hereunder until DISTRIBUTOR has provided LITRONIC with satisfactory
evidence that such approval, notification or registration is not required or
that it has been obtained.
4. TECHNICAL SUPPORT
4.1 Reseller Support. DISTRIBUTOR shall provide all technical support relating
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to its own products and services, and to the Products as described in the TERM
SHEET, directly to its Resellers and End-Users for the Products. DISTRIBUTOR
shall provide LITRONIC with a telephone number for LITRONIC to contact
DISTRIBUTOR directly for DISTRIBUTOR's support under this Section 4. If
LITRONIC receives such an inquiry, LITRONIC shall provide the inquiring party
with the telephone number of DISTRIBUTOR, and DISTRIBUTOR shall be responsible
for providing support to such party.
4.2 DISTRIBUTOR Support. LITRONIC shall provide DISTRIBUTOR with the technical
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support services for each Product as set forth in the TERM SHEET.
4.3 Maintenance Contract. Litronic shall provide DISTRIBUTOR with product
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updates and upgrades to new releases of the same products for software products
with a current maintenance contract. Litronic will provide technical support to
DISTRIBUTOR and DISTRIBUTOR will provide technical support to end-user."
5. PURCHASE AND PAYMENT TERMS
5.1 Forecasts, Purchase and Sale. DISTRIBUTOR shall submit quarterly non-
binding forecasts of its requirements for Products to LITRONIC at least forty-
five (45) days in advance of each calendar quarter. DISTRIBUTOR will, at its
sole discretion, maintain reasonable stock levels for the Products. LITRONIC
agrees to sell to DISTRIBUTOR those Products order by DISTRIBUTOR at the prices
set forth in Reseller/Distributor Price List described in Exhibit A attached
hereto reduced by the discount percentage set forth in Section 9 of the term
sheet above and under the conditions specified in this Agreement during the term
of this Agreement. Product orders will be placed by DISTRIBUTOR's issuance of a
purchase order. The terms and conditions of this Agreement shall supersede the
terms and conditions of any purchase order issued by DISTRIBUTOR (or any order
acknowledgements and invoices issued by LITRONIC). Any additional or
conflicting purchase order terms and conditions (and order acknowledgment and
invoice terms and conditions) shall be deemed null and void and shall be of no
force or effect.
5.2 Payments for LITRONIC Products. DISTRIBUTOR shall be responsible for
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invoicing Resellers (and end users) and collecting invoiced amounts from
Resellers (and end users) for all Products licensed, sold or otherwise
distributed on the basis of orders solicited by DISTRIBUTOR. For the Products
licensed, sold or otherwise distributed based upon orders solicited by
DISTRIBUTOR, DISTRIBUTOR will pay LITRONIC the amounts set forth in the
applicable Reseller/Distributor Price List described in
Exhibit A attached hereto reduced by the discount percentage set forth in
Section 9 of the term sheet above, in the manner and at the time set forth in
Section 5.4 (Terms of Payment) below. DISTRIBUTOR's payments shall not be
affected by Resellers payments or non- payment for the Products ordered.
5.3 Price Changes. LITRONIC's prices for the Products as of the date of this
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Agreement are set forth in the applicable Reseller/Distributor Price List
attached hereto as Exhibit A. LITRONIC reserves the right to change the prices
for any LITRONIC Product or any other product or service at any time. Price
decreases shall take effect immediately upon announcement. In the event of a
price increase, LITRONIC shall provide DISTRIBUTOR with sixty (60) days' advance
notice. Such changes shall not require DISTRIBUTOR's approval. In the event of
any price increase, LITRONIC shall be bound to honor any orders placed at the
prices in effect prior to price increase (which effective date shall be the 61st
day following LITRONIC's written notice described in this Section 5.3).
Notwithstanding any increase in LITRONIC's price, if DISTRIBUTOR shall deliver
to LITRONIC a copy of the quotation furnished to its potential customer(s) no
later than five (5) business days after the receipt of notice for the price
increase and LITRONIC has received firm order from such customer(s) within
ninety (90) days after the effective date of such price increase, ex-price shall
apply to such orders. DISTRIBUTOR shall determine its own market prices for the
Products and for other products and services it sells, licenses or otherwise
distributes or makes available.
5.4 Terms of Payment. Amounts due LITRONIC hereunder shall be wire transferred
to LITRONIC's designated bank account by DISTRIBUTOR Invoices shall be due and
payable on or before the sixtieth (60th) day after the date of invoice issued by
LITRONIC for the full amount owed for the ordered and delivered Products. A late
payment penalty on any amounts not paid when due shall be assessed at the rate
of one and one-half percent (1 1/2%) per thirty (30) days or the maximum rate
permitted by law, whichever is less. Such late payment penalty shall accrue
beginning on the sixty-first (61st) day after the day the invoice was issued.
All payments to LITRONIC shall be made directly to the bank nominated by
LITRONIC in United States Dollars, free of any currency control or other
restrictions to LITRONIC and with all transfer charges paid by the DISTRIBUTOR.
5.5 Taxes. Except for the withholding income tax described below in this
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Section 5.5, DISTRIBUTOR shall pay, indemnify and hold LITRONIC harmless from
(i) any sales, use, excise, import or export, value-added, or similar tax or
duty, and any other tax or duty not based on LITRONIC's income, and (ii) all
government permit fees, customs fees and similar fees which LITRONIC may incur
with respect to this Agreement. Such taxes, fees and duties paid by DISTRIBUTOR
shall not be considered a part of, a deduction from, or an offset against,
payments due to LITRONIC hereunder. LITRONIC acknowledges and agrees that the
payment for the software Products pursuant to this Agreement by DISTRIBUTOR to
LITRONIC shall be subject to the withholding income tax based on (i) Sections
161-7-2, 178, 179-1, and 212 of Income Tax Laws of Japan, and (ii) Article 14 of
the Tax Convention between U.S.A. and Japan (the "USA/Japan Tax Convention").
DISTRIBUTOR shall (i) withhold such tax from the payment to LITRONIC, (ii) pay
such tax to the Japanese tax authority on behalf of LITRONIC, and (iii) transmit
to LITRONIC an official tax receipt issued by the Japanese tax authority after
such tax payment. LITRONIC shall execute and deliver to DISTRIBUTOR an
appropriate application form and DISTRIBUTOR shall execute such application form
and file it with a competent tax office in Japan in order to reduce an
applicable tax rate of withholding income tax in accordance with the USA/Japan
Tax Convention.
5.6 Audit Rights. LITRONIC shall have the right, at its sole cost and expense,
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to have an independent certified public accountant conduct during normal
business hours and not more frequently
than annually, an audit of the appropriate records of DISTRIBUTOR to verify the
volume of Products licensed or otherwise distributed by DISTRIBUTOR and
DISTRIBUTOR's calculation of amounts payable to LITRONIC therefor in the case
where the applicable Distributor Price List specifies that DISTRIBUTOR is
required to report amounts payable with respect to the Products. If the amounts
accrued are different than those reported, DISTRIBUTOR will be invoiced or
credited for the difference, as applicable. Any additional amounts, along with
the late payment penalty assessed in accordance with Section 5.4, shall be
payable within thirty (30) days of such invoice. If the deficiency in the
amounts paid by DISTRIBUTOR is greater than five percent (5%) of the amounts
reported by DISTRIBUTOR for any reporting period, DISTRIBUTOR will pay the
reasonable expenses associated with such audit, in addition to the deficiency.
5.7 Itochu Technology, Inc. (ITI USA"). DISTRIBUTOR hereby engages ITI USA, a
Delaware corporation with its office currently located at 0000 Xxxxxxx Xxxxx
Xxxxx, Xxxxx Xxxxx, XX 00000 or any successor entity to act as an order
processing agent acting for and on behalf of DISTRIBUTOR with its authority
including, without limitation, to receive shipment, place orders and effect
payments from, with and to LITRONIC, respectively, on behalf of DISTRIBUTOR.
DISTRIBUTOR shall be responsible to LITRONIC for any act or omission of ITI USA
regarding its activities contemplated herein.
6. CONFIDENTIALITY
6.1 Confidential Information. The parties acknowledge that in their
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performance of their duties hereunder either party may communicate to the other
(or its designees) certain confidential and proprietary information, including
without limitation information concerning DISTRIBUTOR's products and services,
LITRONIC's products and services, and the know-how, technology, techniques, or
business or marketing plans related thereto (collectively, the "Confidential
Information") all of which are confidential and proprietary to, and trade
secrets of, the disclosing party. Confidential Information does not include
information that: (i) is public knowledge at the time of disclosure by the
disclosing party; (ii) becomes public knowledge or known to the receiving party
after disclosure by the disclosing party other than by breach of the receiving
party's obligations under this Section 6 or by breach of a third party's
confidentiality obligations; (iii) was known by the receiving party prior to
disclosure by the disclosing party other than by breach of a third party's
confidentiality obligations; (iv) is independently developed by the receiving
party, or (v) is required to be disclosed pursuant to any statutory or
regulatory provision or court order.
6.2 Protection of Confidential Information. As a condition to the receipt of
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the Confidential Information from the disclosing party, the receiving party
shall: (i) not disclose in any manner, directly or indirectly, to any third
party any portion of the disclosing party's Confidential Information; (ii) not
use the disclosing party's Confidential Information in any fashion except to
perform its duties hereunder or with the disclosing party's express prior
written consent; (iii) disclose the disclosing party's Confidential Information,
in whole or in part, only to employees and agents who need to have access
thereto for the receiving party's internal business purposes; (iv) take all
necessary steps to ensure that its employees and agents are informed of and
comply with the confidentiality restrictions contained in this Agreement; and
(v) take all necessary precautions to protect the confidentiality of the
Confidential Information received hereunder and exercise at least the same
degree of care in safeguarding the Confidential Information as it would with its
own confidential information, and in no event shall apply less than a reasonable
standard of care to prevent disclosure. The receiving party shall promptly
notify the disclosing party of any unauthorized disclosure or use of the
Confidential Information arising under this Agreement. The receiving party
shall cooperate and assist the disclosing party in preventing or remedying any
such unauthorized use or disclosure.
6.3 Injunctive Relief. Both parties acknowledge that the restrictions
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contained in this Section 6 are reasonable and necessary to protect their
legitimate interests and that any violation of these restrictions will cause
irreparable damage to the other party. Each party agrees that damages are not
an adequate remedy for any such violation and that the other party will be
entitled to injunctive relief against each violation.
7. TRADEMARK RIGHTS
7.1 License. LITRONIC grants DISTRIBUTOR the nonexclusive right and license to
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use LITRONIC's Trademarks during the term of this Agreement solely in
conjunction with the marketing, promotion and resale of the Products. LITRONIC
grants no rights in the Trademarks or in any other trademark, trade name,
service xxxx, business name or goodwill of LITRONIC except as licensed hereunder
or by separate written agreement of the parties. DISTRIBUTOR agrees that it
will not at any time during or after this Agreement assert or claim any interest
in or do anything that may adversely affect the validity of any Trademark or any
other trademark, trade name or product designation belonging to or licensed to
LITRONIC (including, without limitation registering or attempting to register
any Trademark or any such other trademark, trade name or product designation).
7.2 No Confusing Use. During the term of this Agreement, DISTRIBUTOR agrees
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not to use any trademark, trade name or product name confusingly similar to a
trademark, trade name or product name of LITRONIC, as expressly licensed in
Section 7.1.
7.3 Marking Requirements. DISTRIBUTOR agrees to (i) use the appropriate
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trademark, logo, product descriptor and trademark symbol (either "TM" or "(R)"
or local equivalents), (ii) clearly indicate LITRONIC's ownership of the
Trademarks whenever the Trademarks are first mentioned in any document, and
(iii) comply with the other usage requirements set forth in LITRONIC's Trademark
and Logo Usage Guide provided to DISTRIBUTOR from time to time.
7.4 No Continuing Rights. Upon expiration or termination of this Agreement,
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DISTRIBUTOR will immediately cease all display, advertising and use of all of
the Trademarks and will not thereafter use, advertise or display any trademark,
trade name or product designation which is, or any part of which is, similar to
or confusing with any Trademark or with any trademark, trade name or product
designation associated with LITRONIC or any Product.
8. INTELLECTUAL PROPERTY RIGHTS
8.1 Ownership. Other than the express licenses granted by this Agreement,
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LITRONIC grants no right or license to DISTRIBUTOR by implication, estoppel or
otherwise to the Products or any Intellectual Property Rights of LITRONIC. Each
party shall retain all ownership rights, title, and interest in and to its own
products and services (including in the case of LITRONIC, in the Products) and
all intellectual property rights therein, subject only to the rights and
licenses specifically granted herein. To the extent that DISTRIBUTOR translates,
or causes to be translated, any of LITRONIC's marketing materials, user manuals
or other documentation, DISTRIBUTOR agrees to assign all copyrights in such
translations to LITRONIC at the time of termination or expiration of this
Agreement.
8.2 Obtaining Rights. LITRONIC (and not DISTRIBUTOR) shall have the sole
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right, but not the obligation, to pursue copyright, patent and trademark
protection, in its sole discretion, for the Products and any Intellectual
Property Rights incorporated therein. DISTRIBUTOR will provide reasonable
assistance to LITRONIC in pursuing such protection, including without limitation
executing and delivering to LITRONIC such instruments as may be required to
register or perfect LITRONIC's interests in any Intellectual Property Rights and
any assignments thereof.
8.3 Pursuit of Infringers. DISTRIBUTOR shall notify LITRONIC of infringements
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of LITRONIC's Intellectual Property Rights of which DISTRIBUTOR becomes aware.
DISTRIBUTOR shall reasonably assist LITRONIC, at no cost to DISTRIBUTOR, in
pursuing LITRONIC's legal rights against any such infringers. LITRONIC, at its
sole discretion, shall determine whether to pursue any particular case of
infringement.
8.4 Proprietary Markings and Copyright Notices. DISTRIBUTOR shall not remove
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or destroy any proprietary, confidentiality, trademark, service xxxx, or
copyright markings or notices placed upon or contained in any materials or
documentation received from LITRONIC in connection with this Agreement.
9. INDEMNITIES
9.1 DISTRIBUTOR Indemnity. DISTRIBUTOR's indemnity obligations under Section
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9.3 shall apply to any claim, suit or proceeding by a third party against
LITRONIC and any of its directors, officers, agents, employees, contractors,
parent companies, affiliates, and/or subsidiaries (collectively, the "LITRONIC
Parties") based on or arising out of (i) the misconduct or omissions of
DISTRIBUTOR in connection with (A) its performance or failure to perform any
other obligations in this Agreement or any agreement with an Reseller or End-
User of the Products, and (B) any other product or service provided by
DISTRIBUTOR to Resellers or End-User of the Products; and (ii) any unauthorized
representation or any misrepresentation of fact to any third party with respect
to one or more of the LITRONIC Parties or the LITRONIC Products made by
DISTRIBUTOR or any director, officer, agent, or employee of DISTRIBUTOR.
9.2 LITRONIC Indemnity. LITRONIC's indemnity obligations under Section 9.3
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shall apply to any claim, suit or proceeding by a third party against
DISTRIBUTOR and any of its directors, officers, agents, employees, contractors,
parent companies, affiliates, and/or subsidiaries (collectively, the
"DISTRIBUTOR Parties") based on or arising out of (i) the misconduct or
omissions of LITRONIC in connection with (A) its performance or failure to
perform the obligations in this Agreement, and (B) any Products provided to
DISTRIBUTOR under this Agreement; (ii) any unauthorized representation or any
misrepresentation of fact to any third party with respect to one or more of
DISTRIBUTOR Parties made by LITRONIC or any director, officer, agent, or
employee of LITRONIC, or (iii) any third party claims of patent or copyright
infringement or trade secret misappropriation to the extent such claims arise
directly from the LITRONIC proprietary components of the Product.
9.3 Notices and Indemnities. Subject to the limitations set forth herein, each
-----------------------
party (the "Indemnifying Party"), at its own expense, shall (a) defend, or at
its option settle, any claim, suit, or proceeding against the other party (the
"Indemnified Party") for which it has an indemnification obligation under this
Agreement and (b) pay any final judgment entered or settlement (including
attorneys' fee) against the Indemnified Party in any such suit or proceeding
defended by the Indemnifying Party. An Indemnifying Party shall not take any
action to settle or defend any such claim, suit, or proceeding that would in any
manner impose obligations (monetary or otherwise) on an Indemnified Party
without the Indemnified Party's written consent. An Indemnified Party shall
have the right to participate in the defense of any claim with its own counsel
and shall be responsible for all costs associated therewith. An Indemnifying
Party shall have the right to control and direct the investigation,
preparation, defense, and settlement of the claim, and the Indemnified Party
shall reasonably cooperate with the Indemnifying Party in the defense of such
claim at the Indemnifying Party's expense. In addition, an Indemnified Party
shall give the Indemnifying Party prompt written notice of any claim, suit, or
proceeding for which the Indemnifying Party has an indemnification obligation
under this Agreement. In the event such notice is not promptly given, the
Indemnifying Party's obligation hereunder shall not include any additional
expenses or damages to the extent attributable to such failure or delay of
notice.
9.4 Injunction. If claim for infringement described in Section 9.2 above has
----------
occurred or in LITRONIC's opinion is likely to occur, LITRONIC shall, at its
option and expense, either (i) procure for DISTRIBUTOR the right to continue a)
using and/or distributing the Products, or b) using the Trademarks or (ii) to
replace or modify the same so that it becomes non-infringing to the extent that
functions of the Products is maintained. If neither of the foregoing is
reasonably available, LITRONIC shall refund to DISTRIBUTOR the price thereof
less a reasonable amount for use, damage and obsolescence.
10. LIMITED WARRANTY
10.1 Limited Warranty. LITRONIC warrants to DISTRIBUTOR that the hardware
----------------
Products is free from defects in materials and workmanship for a period of (i)
fifteen (15) months from the date of shipment from LITRONIC to DISTRIBUTOR or
(ii) one (1) year from the date of installation of the Products at end-user's
site, whichever comes first ("the Warranty Period"). LITRONIC warrants to
DISTRIBUTOR that the delivered software Products will materially conform to the
functional specifications set forth in the manuals. Should a Product fail to
comply with this Limited Warranty at any time during the Warranty Period, the
purchaser's sole and exclusive remedy is for LITRONIC, at its option, to either
repair or replace the Product as described below, provided that in LITRONIC's
sole determination the part or Product has not been abused, misused, repaired or
modified. All Products will be serviced and returned via air at no charge to
DISTRIBUTOR. In the event LITRONIC is unable to repair or replace the Product
within a reasonable period of time, DISTRIBUTOR's sole and exclusive remedy is
to receive reimbursement of the amount DISTRIBUTOR actually paid for the
Product.
10.2 Returns. All returns under this Limited Warranty require a Return
-------
Merchandise Authorization number (RMA #) provided by LITRONIC Customer Service.
Products which require Limited Warranty service during the Warranty Period must
be delivered to LITRONIC at the address listed below. The RMA # should be
prominently displayed on the outside of the shipping container. Replacement
parts or complete products will be furnished on an exchange basis only.
Replaced parts or products become the property of LITRONIC.
Returns Department, Litronic, Inc.
00000 Xxx Xxxx Xxxxxx, Xxxxx X, Xxxxxx, XX 00000
Tel (000) 000-0000, E-mail: xxx@xxxxxxxx.xxx
10.3 Shipping. DISTRIBUTOR agrees to pay shipping charges to LITRONIC or
--------
directly to the carrier, insure the Product or assume the risk of loss or damage
-
which may occur in transit, and to use a shipping container equivalent to the
original packaging. If any labor, repair or parts replacement is required
because of accident, negligence, misuse, theft, vandalism, fire, water or other
peril, or because of conditions outside of specifications, including, but not
limited to, electric power, temperature, humidity, or dust; or by moving,
repair, relocation, or alteration not performed by LITRONIC, or by any other
cause other than normal use, this Limited Warranty shall be void and shall not
apply.
10.4 Duty and Sales Tax. DISTRIBUTOR agrees to pay any applicable duties sales
------------------
taxes or similar charges. LITRONIC Products are supplied to the DISTRIBUTOR FOB,
-
Irvine, California, USA. As used herein, the term "FOB" shall be construed in
accordance with California Commercial Code Section 2-319.
10.5 Applicability. This Limited Warranty shall not be applicable to the
-------------
extent that any provision of this Limited Warranty is prohibited by or contrary
to, any international, federal, state or local law or regulation which cannot be
preempted. This Limited Warranty gives the purchaser specific legal rights, but
the purchaser may have different or additional legal rights, depending on the
jurisdiction in which the purchaser is located.
10.6 Year 2000 Compliance. Subject to the limitations set forth in Section
---- --------------------
11.2 herein, LITRONIC represents and warrants that the Products accurately
process date/time data (including, but not limited to, calculating, comparing,
and sequencing) from, into, and between the twentieth and twenty-first
centuries, and the years 1999 and 2000 and leap year calculations by using four
digit year format, and that such processing shall not require user to invoke
special procedures, subject to the condition that other information technology,
used in combination with the Products, properly exchanges date/time data with
it. Notwithstanding anything contained herein to the contrary, the remedies
available to DISTRIBUTOR under this warranty shall include repair or replacement
of any Product whose non-compliance is discovered and made known to LITRONIC in
writing within ninety (90) days after discovery. Nothing in this warranty shall
be construed to limit any rights or remedies DISTRIBUTOR may otherwise have
under this Agreement with respect to defects other than Year 2000 performance.
11. DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY
11.1 Disclaimer. EXCEPT FOR (I) THE EXPRESS LIMITED WARRANTY PROVIDED IN THIS
----------
AGREEMENT, AND (II) YEAR 2000 COMPLIANCE DESCRIBED IN SECTION 10.6 ABOVE AND AS
LIMITED BY SECTION 11.2 HEREIN, LITRONIC'S PRODUCTS AND SERVICES ARE PROVIDED
"AS IS" WITHOUT ANY WARRANTY WHATSOEVER. LITRONIC DISCLAIMS ALL WARRANTIES,
EXPRESS, IMPLIED, OR STATUTORY, TO DISTRIBUTOR AS TO ANY MATTER WHATSOEVER,
INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. NO ORAL OR WRITTEN
INFORMATION OR ADVICE GIVEN BY LITRONIC OR ITS EMPLOYEES OR REPRESENTATIVES
SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF LITRONIC'S
OBLIGATIONS.
11.2 Limitation of Liability. NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY
-----------------------
OR TO ANY OTHER THIRD PARTY FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL,
INCIDENTAL, RELIANCE, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATING TO THIS
AGREEMENT OR THE LITRONIC PRODUCTS, WHETHER FORESEEABLE OR UNFORESEEABLE, AND
WHETHER BASED ON BREACH OF ANY EXPRESS OR IMPLIED WARRANTY, BREACH XX XXXXXXXX,
XXXXXXXXXXXXXXXXX, XXXXX XXXXXXXXXX, XXXXXX LIABILITY IN TORT, OR OTHER CAUSE
OF ACTION (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF DATA, GOODWILL,
PROFITS, INVESTMENTS, USE OF MONEY, OR USE OF FACILITIES; INTERRUPTION IN USE OR
AVAILABILITY OF DATA; STOPPAGE OF OTHER WORK OR IMPAIRMENT OF OTHER ASSETS; OR
LABOR CLAIMS), EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES. UNDER NO CIRCUMSTANCES SHALL LITRONIC'S TOTAL LIABILITY TO DISTRIBUTOR
OR
ANY THIRD PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE AMOUNT
PAID BY DISTRIBUTOR UNDER THIS AGREEMENT TO A MAXIMUM OF ONE MILLION DOLLARS
($1,000,000.00), REGARDLESS OF WHETHER AN ACTION OR CLAIM IS BASED ON WARRANTY,
CONTRACT, TORT OR OTHERWISE. NO ACTION MAY BE BROUGHT BY A PARTY AGAINST THE
OTHER PARTY BEYOND TWO (2) YEARS AFTER THE CAUSE OF ACTION HAS ARISEN OR SHOULD
HAVE ARISEN.
12. FORCE MAJEURE
In no event shall either party be responsible for delays in delivery or
performance when the same are the result of any cause beyond such party's
control.
13. TERM AND TERMINATION
13.1 Term and Termination. The term of this Agreement shall commence on the
start date of the Agreement as set forth in Section 4 of the term sheet above
and, unless earlier terminated pursuant to the terms of this Agreement, will
continue until December 31, 1999. This Agreement shall be automatically extended
on a year to year basis unless either party shall give written notice of non-
renewal to the other party not less than sixty (60) days prior to the expiration
of the then current term. The parties agree that the Limitation of Liability
provision of Section 11.2 shall apply to any termination of this Agreement by
either party. DISTRIBUTOR waives any right it may have to receive any
compensation or reparations on termination or expiration of this Agreement or
any rights hereunder under the law of any jurisdiction, other than as expressly
provided in this Agreement. Neither party shall be liable to the other party in
the event of termination, expiration or failure to agree upon an extension of
the term of this Agreement for compensation, reimbursement or damages on account
of loss of prospective profits, or anticipated sales, or on account of
expenditures, investments, leases or commitments in connection with the business
or goodwill of the other party.
13.2 Termination for Default. Either party may terminate this Agreement at any
-----------------------
time on written notice to the other in the event of a material default by the
other party and a failure to cure such default within a period of thirty (30)
days following receipt of written notice specifying that a default has occurred.
13.3 Insolvency. Either party may terminate this Agreement at any time upon
----------
(i) the institution of any proceedings by or against the other party seeking
relief, reorganization or arrangement under any laws relating to insolvency,
which proceedings are not dismissed within sixty (60) days; (ii) the assignment
for the benefit of creditors, or the appointment of a receiver, liquidator or
trustee, of the other party's property or assets; or (iii) the liquidation,
dissolution or winding up of the other party's business.
13.4 Effect of Termination. Upon the expiration or termination of this
---------------------
Agreement, DISTRIBUTOR shall cease using, marketing, promoting and soliciting
orders for the Products. DISTRIBUTOR will discontinue the use of all
Trademarks. Upon the expiration or termination of this Agreement, LITRONIC will
provide support to End-Users of the Products referred by DISTRIBUTOR. Any
expiration or termination of this Agreement shall not discharge any obligation
to make payments which have accrued or are owing as of the effective date of
such expiration or termination or which accrue after expiration or termination
for LITRONIC Products shipped or invoiced upon orders placed before such
expiration or termination. Termination or expiration of this Agreement shall not
terminate or cancel any sublicense to the software Products granted by
DISTRIBUTOR to the End-User of the Products hereunder prior to the termination
or expiration of this Agreement.
13.5 Return of Confidential Information. Upon expiration or termination of
----------------------------------
this Agreement for any reason, each party shall return the other party's
Confidential Information to it, or, with the prior written consent of the other
party, shall destroy the other party's Confidential Information. Each party
shall certify to the other in writing within thirty (30) days of expiration or
termination that such party has returned or destroyed all of such Confidential
Information.
13.6 Survival of Terms. Expiration or termination of this Agreement shall not
-----------------
relieve either party of any obligations that accrue prior to the date of such
expiration or termination. The provisions of Sections 3.11, 3.14, 5, 6, 7, 8, 9,
10, 11, 13.1, 13.4, 13.5, 13.6, 14.1, 14.6, 14.8 and 14.9 of this Agreement
shall survive the expiration or termination of this Agreement for any reason;
provided, however, that Section 6 shall survive for five (5) years thereafter .
14. MISCELLANEOUS PROVISIONS
14.1 Governing Law, Waiver of Jury Trial and Arbitration. This Agreement shall
---------------------------------------------------
be governed by and construed in accordance with the laws of the State of
California, U.S.A. (irrespective of its choice of law principles). The parties
agree that the United Nations Convention on Contracts for the International Sale
of Goods shall not apply to this Agreement. The parties hereby waive any right
to jury trial with respect to any action brought in connection with this
Agreement. Any and all disputes arising directly or indirectly out of or
relating in any way to this Agreement which can not be satisfactorily resolved
by the parties shall be submitted to binding arbitration pursuant to the Rules
then in effect of the American Arbitration Association for any petition brought
by LITRONIC, or of Conciliation and Arbitration of the International Chamber of
Commerce (Paris) for any petition brought by DISTRIBUTOR. Arbitration shall be
held in the city and country where the petitioner resides. The arbitrator(s)
shall decide the matters submitted to them based upon the evidences presented
and the terms of this Agreement and arbitrator(s) shall issue a written award
which shall state the basis of the award and include findings of fact and
conclusions of law. The award of the arbitration shall be final, non-appealable
and binding upon the parties and their respective successors and permitted
assigns. Judgment upon the award may be entered in any court having the
jurisdiction thereof.
14.2 Binding upon Successors and Assigns. Except as otherwise provided herein,
-----------------------------------
this Agreement shall be binding upon, and inure to the benefit of, the
successors, representatives and assigns of the parties hereto. This Agreement
shall not be assignable by DISTRIBUTOR by operation of law (including as a
result of a merger or a transfer of a controlling interest in DISTRIBUTOR's
voting securities) or otherwise without the prior written authorization of
LITRONIC, which shall not be unreasonably withheld. Any such purported
assignment shall be void and of no effect and shall permit LITRONIC to terminate
this Agreement.
14.3 Severability. If any provision of this Agreement shall be invalid or
------------
unenforceable, the remainder of this Agreement shall be interpreted so as best
to reasonably effect the intent of the parties hereto. IT IS EXPRESSLY
UNDERSTOOD AND AGREED THAT EACH AND EVERY PROVISION OF THIS AGREEMENT WHICH
PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES OR EXCLUSION OF
DAMAGES IS INTENDED BY THE PARTIES TO BE SEVERABLE AND INDEPENDENT OF ANY OTHER
PROVISION AND TO BE ENFORCED AS SUCH.
14.4 Entire Agreement. This Agreement, and the Exhibits and Distributor Price
----------------
Lists attached hereto constitute the entire understanding and agreement of the
parties with respect to the subject matter hereof
and supersede all prior and contemporaneous negotiations, representations,
agreements or understandings between the parties.
14.5 Amendment and Waivers. Except as otherwise expressly provided in this
---------------------
Agreement, any term or provision of this Agreement may be amended, and the
observance of any term of this Agreement may be waived, only by a writing signed
by the party to be bound.
14.6 Attorneys' Fees. Should suit be brought to enforce or interpret any part
---------------
of this Agreement, the prevailing party shall be entitled to recover its
reasonable attorneys' fees and costs.
14.7 Notices. Any notice, demand, or request with respect to this Agreement
-------
shall be in writing and shall be effective only if it is delivered by a courier
service that confirms delivery in writing, or mailed, certified or registered
mail, postage prepaid, return receipt requested, and in each case addressed to
the parties at the addresses set forth in paragraph 1, and in the case of
LITRONIC, to the attention of the President and Chief Executive Officer, and in
the case of DISTRIBUTOR to the Contact Person as identified on the Term Sheet.
Such communications shall be effective when they are received. Any party may
change its address for such communications by giving notice thereof to the other
party in conformity with this Section.
14.8 Foreign Reshipment Liability. THIS AGREEMENT IS EXPRESSLY MADE SUBJECT TO
----------------------------
ANY LAWS, REGULATIONS, ORDERS OR OTHER RESTRICTIONS ON THE EXPORT FROM THE
UNITED STATES OF AMERICA OF TECHNICAL INFORMATION, SOFTWARE OR INFORMATION ABOUT
SUCH SOFTWARE WHICH MAY BE IMPOSED FROM TIME TO TIME BY THE U.S. GOVERNMENT.
NOTWITHSTANDING ANYTHING CONTAINED IN THIS AGREEMENT TO THE CONTRARY,
DISTRIBUTOR AGREES THAT IT WILL NOT EXPORT OR RE-EXPORT, DIRECTLY OR INDIRECTLY,
ANY TECHNICAL INFORMATION, SOFTWARE OR INFORMATION ABOUT SUCH SOFTWARE TO ANY
COUNTRY FOR WHICH SUCH GOVERNMENT OR ANY AGENCY THEREOF REQUIRES AN EXPORT
LICENSE OR OTHER GOVERNMENTAL APPROVAL AT THE TIME OF EXPORT OR RE-EXPORT
WITHOUT FIRST OBTAINING SUCH LICENSE OR APPROVAL.
14.9 Publicity. Neither party will disclose to third parties, other than its
---------
agents and representatives on a need-to-know basis, the terms of this Agreement
or any exhibits hereto without the prior written consent of the other party,
except (i) either party may disclose such terms to the extent required by law;
(ii) either party may disclose the existence of this Agreement, (iii) either
party may disclose such terms to the extent necessary in connection with the due
diligence review of such party by potential business partners, investors or
acquirers, or investment bankers, to such persons and to their employees,
agents, attorneys and auditors; and (iv) either party shall have the right to
disclose that DISTRIBUTOR is a distributor of the Products.
14.10 No Waiver. Failure by either party to enforce any provision of this
---------
Agreement will not be deemed a waiver of future enforcement of that or any other
provision. No waiver of any provision of this Agreement shall be effective
unless in writing and signed by the authorized representative of a party against
whom the waiver is sought to be enforced. No failure or delay by either party
in exercising any right, power or remedy under this Agreement shall operate as a
waiver of the right, power or remedy.
14.11 Counterparts. This Agreement may be executed in one or more
------------
counterparts, each of which will be deemed an original, but which collectively
will constitute one and the same instrument.
14.12 Due Authorization. DISTRIBUTOR hereby represents and warrants to
-----------------
LITRONIC that the individual executing this Agreement on behalf of DISTRIBUTOR
is duly authorized to execute this Agreement on behalf of DISTRIBUTOR and to
bind DISTRIBUTOR hereby.
14.13 Choice of Language. The original of this Agreement has been written in
------------------
English. DISTRIBUTOR waives any right it may have under the law of any
jurisdiction to have this Agreement written in the language of such jurisdiction
or any other language.
14.14 Headings. All Section headings are provided for the convenience or
--------
references only and shall not be construed otherwise.
## End of Terms and Conditions ##
EXHIBIT A
RESELLER/DISTRIBUTOR PRICE LIST
The following price list is attached:
RESELLER/DISTRIBUTOR PRICE LIST (January 1, 1999
(Products validated for Japanese market)
(Attached)
EXHIBIT A
COMMERCIAL IN CONFIDENCE
RESELLER/DISTRIBUTOR
[LITRONIC LOGO APPEARS HERE] PRICE LIST (February 1, 1999)
1. SMART CARDS
Requires Export
Product Part Number License Unit Price
--------------------------------------------------------------------------------------------------------
ME2000 SMARTCARD $ 15
* MUST SPECIFY
. DOS Logo 050-1100-DOS
. Litronic Logo 050-1100-LIT
. Army Corp of Engineers Logo 050-1100-AC
--------------------------------------------------------------------------------------------------------
8K MULTIFLEX SMARTCARD $ 23
* MUST SPECIFY
. NO Logo 010-1107
. Litronic Logo 050-1107-LIT
. NetSign Logo 050-1107-NS2.0
* DEFAULT is Litronic Logo
--------------------------------------------------------------------------------------------------------
4K CRYPTOFLEX SMARTCARD $ 24
* MUST SPECIFY
. NO Logo 010-1103
. Litronic Logo 050-1103-LIT
. NetSign Logo 050-1103-NS2.0
* DEFAULT is Litronic Logo
--------------------------------------------------------------------------------------------------------
8K CRYPTOFLEX SMARTCARD $ 31
Available 3/99
* MUST SPECIFY
. NO Logo 010-1110
. Litronic Logo 050-1110-LIT
. NetSign Logo 050-1110-NS2.0
* DEFAULT is Litronic Logo
--------------------------------------------------------------------------------------------------------
1000 MONIKER FORTEZZA CRYPTO CARD 050-1042 Yes $153
. PC-CARD Type II
. Windows, DOS, Mac or UNIX compatible
. Fortezza certified
. FIPS 140-1 Level 2 compliance
--------------------------------------------------------------------------------------------------------
Prices are FOB Irvine, CA, do not include shipping or insurance and are subject
to change without notice.
Page 1 of 10 (06/04/99)
COMMERCIAL IN CONFIDENCE
2. READERS
Product Part Number Requires Export Unit Price
License
--------------------------------------------------------------------------------------------------------
210 READER (For MAC & UNIX) $ 79
. Includes
. Serial connector
. Power supply
* MUST SPECIFY
. For MAC or 050-1014-M
. UNIX or 050-1014-U
--------------------------------------------------------------------------------------------------------
210 READER (For Windows) $ 59
. Includes
. Serial connector
. DIN through-keyboard power
* MUST SPECIFY
. PC mini DIN (PS/2) or 050-1014-N
. PC maxi DIN AT 000-0000-X
. PC export (mini & maxi DIN) 050-1014
* DEFAULT is PC, mini DIN
--------------------------------------------------------------------------------------------------------
215 READER (For Windows) $ 85
. Plug and play for Windows
. Includes
. Serial connector
. DIN through-keyboard power
* MUST SPECIFY
. PC mini DIN (PS/2) or 050-0215-N
. PC maxi DIN AT 000-0000-X
. PC export (mini & maxi DIN) 050-0215
* DEFAULT is PC, mini DIN
--------------------------------------------------------------------------------------------------------
300 SECURITY ADAPTER WITH READER 050-1038 Yes $395
. Requires
. ISA PC Interface
. FIPS 140-1 Level 3 compliance
--------------------------------------------------------------------------------------------------------
CABLE ONLY FOR 300 READER $ 12
* MUST SPECIFY
. PC mini DIN (PS/2) or 040-5002
. PC maxi DIN AT 040-5001
--------------------------------------------------------------------------------------------------------
410 READER 000-0000-0 $107
. PC-CARD Type II
. Requires
. DOS or Windows 9X /NT
--------------------------------------------------------------------------------------------------------
Prices are FOB Irvine, CA, do not include shipping or insurance and are subject
to change without notice.
Page 2 of 10 (06/04/99)
COMMERCIAL IN CONFIDENCE
2. READERS - CONTINUED
Product Part Number Requires Export Unit Price
License
--------------------------------------------------------------------------------------------------------
ARGUS 2000 READER 000-0000-0 $ 99
. Requires
. ISA PC interface
. Supports two (2) Type I/II or one Type III PC
Card(s)
. Mounted internally (3.5" or 5.25" bay)
--------------------------------------------------------------------------------------------------------
ARGUS 2102 READER 000-0000-0 $ 330
. Requires
. SCSI PC Interface
. Supports two (2) Type I/II or one Type III PC
Card(s)
--------------------------------------------------------------------------------------------------------
ARGUS 2108 CIPHERSERVER 050-2108 $2,650
. Desktop or 19" RETMA rack mount SCSI
. Supports eight (8) Type I/II PC Cards
--------------------------------------------------------------------------------------------------------
Prices are FOB Irvine, CA, do not include shipping or insurance and are subject
to change without notice.
Page 3 of 10 (06/04/99)
COMMERCIAL IN CONFIDENCE
3. NETSIGN FOR MAC & UNIX
Product Part Number Requires Export Unit Price
License
1 The 210 reader is available with other
connectors
--------------------------------------------------------------------------------------------------------
NETSIGN FOR MAC (REL 1) 050-1014-3M No, but the US $59
. Includes browser does
. 1024 bitCryptoflex smart card
. Verisign Digital ID (class 1)
. Requires
. MAC OS 8
. Netscape Communicator (US Version)
* MUST ADD
. 210 Reader for MAC (050-1014-1M)
--------------------------------------------------------------------------------------------------------
NETSIGN FOR UNIX (REL 1) 050-1014-3U No, but the US $59
. Includes browser does
. 1024 bitCryptoflex smart card
. Verisign Digital ID (class 1)
. Requires
. 210 Reader for UNIX (050-1014-1U)
. Solaris 2.4 or above on SPARC
. Netscape Communicator (US Version)
* MUST ADD
. 210 Reader for UNIX (050-1014-1U)
--------------------------------------------------------------------------------------------------------
Prices are FOB Irvine, CA, do not include shipping or insurance and are subject
to change without notice.
Page 4 of 10 (06/04/99)
COMMERCIAL IN CONFIDENCE
4. NETSIGN FOR WINDOWS
Product Part Number Requires Export Unit Price
License
1 The 210/215 reader is available with other
connectors
--------------------------------------------------------------------------------------------------------
NETSIGN FOR WINDOWS (REL 2.0) 050-1310-D No, but the US $59
. Includes browsers do
. 1024 bit Cryptoflex smart card
. Verisign Digital ID (class 1)
. Requires
. Windows 95/NT
. Netscape Communicator (US Version)OR
. Microsoft Internet Explorer (US Version)
* MUST ADD
. 210 Reader (050-1014-N) 1 OR
. 215 Reader (050-0215-N) 1 OR
. 410 Reader (050-1011-1)
--------------------------------------------------------------------------------------------------------
NETSIGN FOR WINDOWS (REL 2.0) - EXPORT $59
. Includes
. 512 bit Multiflex smart card (Netscape) OR
. Cryptoflex smart card (Microsoft)
. Verisign Digital ID (class 1)
. Requires
. Windows 95/NT
. Netscape Communicator OR
. Microsoft Internet Explorer
* MUST SPECIFY
. For Netscape Communicator OR
. Microsoft IE 050-1310-NE
DEFAULT is Netscape Communicator 050-1310-IE
* MUST ADD
. 210 Reader (050-1014-N) 1 OR
. 215 Reader (050-0215-N) 1 OR
. 410 Reader (050-1011-1)
--------------------------------------------------------------------------------------------------------
NETSIGN REL 1 to 2.0 UPDATE 050-1310-DU No, but the US $20
. Additional smart card(s) NOT included. browsers do
--------------------------------------------------------------------------------------------------------
NETSIGN REL 1 to 2.0 UPDATE - EXPORT 050-1310-EU $44
. Includes
. Cryptoflex smart card for Microsoft IE
--------------------------------------------------------------------------------------------------------
Prices are FOB Irvine, CA, do not include shipping or insurance and are subject
to change without notice.
Page 5 of 10 (06/04/99)
COMMERCIAL IN CONFIDENCE
5. NETSIGN PRO FOR WINDOWS
Product Part Number Requires Export Unit Price
License
1 The 210 reader is available with other
connectors
--------------------------------------------------------------------------------------------------------
NETSIGN PRO FOR WINDOWS (REL 2.0) 050-1310-P Yes $79
Available 2/99
. Includes
. 1024-bit Cryptoflex smart card
. Point 'n Crypt
. SecureDial
. SecureStart (NT Only)
. Requires
. Windows 9X/NT
. Netscape Communicator (US Version) OR
. Microsoft Internet Explorer (US Version)
* MUST ADD
. 210 Reader (050-1014-N) 1 OR
. 215 Reader (050-0215-N) 1 OR
. 410 Reader (050-1011-1)
--------------------------------------------------------------------------------------------------------
NETSIGN PRO FOR WINDOWS (REL 2.0) EXPORT $79
Available 2/99
. Includes
. 512 bit Multiflex smart card (Netscape) or
. Cryptoflex smart card (Microsoft)
. Point 'n Crypt
. SecureDial
. SecureStart (NT Only)
. Requires
. Windows 9X/NT
. Netscape Communicator OR
. Microsoft Internet Explorer
* MUST SPECIFY
. For Netscape Communicator OR
. Microsoft IE 050-1310-NEP
DEFAULT is Netscape Communicator 050-1310-IEP
* MUST ADD
. 210 Reader (050-1014-N) 1 OR
. 215 Reader (050-0215-N) 1 OR
. 410 Reader (050-1011-1)
--------------------------------------------------------------------------------------------------------
NETSIGN PRO REL 1 to 2.0 UPDATE 050-1310-DPU No, but the US $20
Available 2/99 browsers do
. Additional smart card(s) NOT included.
--------------------------------------------------------------------------------------------------------
NETSIGN PRO REL 1 to 2.0 UPDATE - EXPORT 050-1310-EPU $44
Available 2/99
. Includes
. Cryptoflex smart card for Microsoft IE
--------------------------------------------------------------------------------------------------------
Prices are FOB Irvine, CA, do not include shipping or insurance and are subject
to change without notice.
Page 6 of 10 (06/04/99)
COMMERCIAL IN CONFIDENCE
7. PROFILE MANAGER
Product Part Number Requires Export Unit Price
License
--------------------------------------------------------------------------------------------------------
PROFILE MANAGER 500 Users 000-0000-000 Yes $ 11,000
. ProFile Manager software
. 2*210 Readers
. Argus 2000 PCMCIA reader
. Chrysalis Luna2 PCMCIA token
. 13*1024-bit Cryptoflex smartcard
--------------------------------------------------------------------------------------------------------
PROFILE MANAGER 1,000 Users 000-0000-0000 Yes $ 16,500
. As for 500 Users
--------------------------------------------------------------------------------------------------------
PROFILE MANAGER 2,500 Users 000-0000-0000 Yes $ 29,150
. As for 500 Users
--------------------------------------------------------------------------------------------------------
PROFILE MANAGER 5,000 Users 000-0000-0000 Yes $ 43,450
. As for 500 Users
--------------------------------------------------------------------------------------------------------
PROFILE MANAGER 10,000 Users 000-0000-00000 Yes $ 65,450
. As for 500 Users
--------------------------------------------------------------------------------------------------------
PROFILE MANAGER 25,000 Users 000-0000-00000 Yes $112,200
. As for 500 Users
--------------------------------------------------------------------------------------------------------
PROFILE MANAGER 50,000 Users 000-0000-00000 Yes $168,300
. As for 500 Users
--------------------------------------------------------------------------------------------------------
PROFILE MANAGER 100,000 Users 000-0000-000000 Yes $253,000
. As for 500 Users
--------------------------------------------------------------------------------------------------------
PROFILE MANAGER - UPGRADE 050-1304-1UG Price
difference
plus 15%
--------------------------------------------------------------------------------------------------------
PROFILE MANAGER MAINTENANCE 050-1304-M 17.5% per annum
. Includes
. New product releases
. Expert to expert technical support
--------------------------------------------------------------------------------------------------------
PROFILE MANAGER EVALUATION 050-1304-E Yes $ 550
. Includes
. ProFile Manager evaluation software
. 50 precalulated keys instead of the xxxx token
. 2*210 Reader
. 13*1024-bit Cryptoflex smartcard
. 30 days expert to expert support
--------------------------------------------------------------------------------------------------------
PROFILE MANAGER EVALUATION UPGRADE 050-1304-EUG Yes List price
(Ordered within 90 days of start of evaluation) less $500
. Includes
. Latest release of Profile Manager
. Argus 2000 PCMCIA reader
. Chrysalis Luna2 PCMCIA token
--------------------------------------------------------------------------------------------------------
Prices are FOB Irvine, CA, do not include shipping or insurance and are subject
to change without notice.
Page 7 of 10 (06/04/99)
COMMERCIAL IN CONFIDENCE
8. PROFILE MANAGER EXTENSION DEVELOPERS KITS
Product Part Number Requires Export Unit Price
License
1 If a different 210 reader is required it must
be specified
--------------------------------------------------------------------------------------------------------
PROFILE MANAGER EXTENSION DEVELOPERS KIT 050-1014-5W $ 1375
. Supports
. C and C++ programming interfaces
. Windows 95, NT and MAC platforms
. UNIX (Solaris)
. Includes
. 2* 210 Reader (050-1014-1N)
. 2* 4K Cryptoflex Smartcard (050-1103-LIT)
. 2* 8K Multiflex Smartcard (050-1107-LIT)
. 90 days expert to expert support
. Requires
. Profile Manager (Full Product)
--------------------------------------------------------------------------------------------------------
PROFILE MANAGER EXTENSION DEVELOPERS KIT PLUS 050-1014-5PW $4,395
(with templates)
. Supports
. C, C++, Java and Active X programming
interfaces
. Windows 95, NT and MAC platforms
. UNIX (Solaris)
. Includes
. 2* 210 Reader (050-1014-1N)
. 2* 410 Reader (050-1011-1)
. 5* 4K Cryptoflex Smartcard (050-1103-LIT)
. 5* 8K Multiflex Smartcard (050-1107-LIT)
. Java template for secure client/server
application
. Source code for communication protocols
. 90 days expert to expert support
. Requires
. Profile Manager (Full Product)
--------------------------------------------------------------------------------------------------------
PROFILE MANAGER EXTENSION DEVELOPERS KIT OR 050-1015-5WM $1000 per annum
DEVELOPERS KIT PLUS -- MAINTENANCE
. Includes
. New product releases
. Expert to expert technical support
--------------------------------------------------------------------------------------------------------
Prices are FOB Irvine, CA, do not include shipping or insurance and are subject
to change without notice.
Page 8 of 10 (06/04/99)
COMMERCIAL IN CONFIDENCE
9. PROFESSIONAL SERVICES
Product Part Number Requires Export Unit Price
License
2 Working day is a maximum of 8 hours
Minimum of one day
--------------------------------------------------------------------------------------------------------
ENGINEER ON-SITE $2,000 per day2
* Travel, accommodation and expenses are
additional charges.
--------------------------------------------------------------------------------------------------------
ENGINEER AT LITRONIC $135 per hour
--------------------------------------------------------------------------------------------------------
Prices are FOB Irvine, CA, do not include shipping or insurance and are subject
to change without notice.
Page 9 of 10 (06/04/99)
COMMERCIAL IN CONFIDENCE
Reseller Discount
Hardware and Hardware/Software combination,
Minimum order quantities:
Product Minimum order
----------------------------------------------------------------------------
ME2000 SMARTCARD 100
----------------------------------------------------------------------------
MULTIFLEX SMARTCARD 100
----------------------------------------------------------------------------
CRYPTOFLEX SMARTCARD -- 4K 100
----------------------------------------------------------------------------
CRYPTOFLEX SMARTCARD -- 8K 100
----------------------------------------------------------------------------
1000 MONIKER PC CARD 50
----------------------------------------------------------------------------
210 READER 100
----------------------------------------------------------------------------
300 SECURITY ADAPTER W/READER 100
----------------------------------------------------------------------------
410 READER 100
----------------------------------------------------------------------------
2000 READER 100
----------------------------------------------------------------------------
2102 READER 50
----------------------------------------------------------------------------
2108 CIPHERSERVER 10
----------------------------------------------------------------------------
2202 READER 50
----------------------------------------------------------------------------
Must be for identical items
Must be ordered, shipped and paid for as a single order
Number of units Discount from list price
-----------------------------------------------------------------------------
Minimum quantity to 999 25.0%
-----------------------------------------------------------------------------
1,000 and above 35.0%
-----------------------------------------------------------------------------
Software
Minimum order quantities:
Product Minimum
order
----------------------------------------------------------------------------
NETSIGN 100
----------------------------------------------------------------------------
NETSIGN - EXPORT 100
----------------------------------------------------------------------------
NETSIGN PRO 100
----------------------------------------------------------------------------
NETSIGN PRO - EXPORT 100
----------------------------------------------------------------------------
PROFILE MANAGER 1
----------------------------------------------------------------------------
PROFILE MANAGER EXTENSION DEVELOPER KIT 1
----------------------------------------------------------------------------
PROFILE MANAGER EXTENSION DEVELOPER KIT PLUS 1
----------------------------------------------------------------------------
Discount from list price (any quantity) 40%
Prices are FOB Irvine, CA, do not include shipping or insurance and are subject
to change without notice.
Page 10 of 10 (06/04/99)
EXHIBIT B
LITRONIC TRADEMARKS
The (TM) and (R) symbols should be printed on all major headings and the first
time the product is mentioned on any web page text or document. Thereafter, the
product does not need to contain the symbols.
Pending USA, Canada, European Community, Switzerland, Japan, Singapore
o NetSign/TM/
o ProFile Manager/TM/
Pending USA
o Active Cryptos/TM/ PKImanager/TM/
o NetSigner/TM/ PKIos/TM/
o NetSign PRO/TM/ PKIpilot/TM/
o Because Your Business Is No One Else's/TM/ PKItoken/TM/
o California Crypto Cafe/TM/ PKIagent/TM/
o SecureDial/TM/ PKIbutton/TM/
o SecureStart/TM/ PKIcard/TM/
o Forte/TM/ PKIkey/TM/
o JCryptOS/TM/ PKIlib/TM/
o Security BusWare/TM/
o Maestro/TM/
o SpyGuy (design)/TM/
o NetSignee/TM/
Registered USA
o Advanced CryptOS/R/
o CipherServer/R/
o SecureSmart/R/
o CryptOS/R/
o SpyGuy/R/
EXHIBIT C
TRAINING REQUIREMENT
1 Engineer to visit Litronic for Profile Manager and NetSign training.
Travel, lodging, meals and miscellaneous expenses relating to such training to
be at Distributor's sole expense.
EXHIBIT D
End-User License Agreement
LITRONIC AND DISTRIBUTOR VERSIONS
(To be attached)
Exhibit D
[LITRONIC LOGO APPEARS HERE]
Litronic ProfileManager Software License Agreement
Thank you for purchasing Litronic's ProfileManager Software, ("the Software").
Please read the following terms and conditions before opening this package.
Opening this package indicates your acceptance of these terms and conditions of
the software license agreement. If you do not agree with the terms and
conditions of this agreement, you should promptly return this package unopened
within thirty (30) days of your purchase to your place of purchase for a full
refund. No refund will be made for packages that have been opened.
Litronic provides this program and hereby licenses its limited use to you,
subject to the terms and conditions hereof. You assume responsibility for the
selection of the Software to achieve your intended results, and for the
installation, use and results obtained from the Software.
1. LICENSE. Subject to your compliance with the terms and conditions hereof:
. Litronic grants to Licensee a limited, non-exclusive, non-transferable
license to use, solely for Licensee's internal use in the Software
Licensee's working environment.
. Licensee is allowed to use the Software on only one (1) computer. If you
want to use the Software on more than one computer, you are required to
purchase additional copies of the Software from your dealer or Litronic.
. Licensee is allowed to make one copy of the Software for backup
purposes; the backup copy must contain the complete program name,
copyright and trademark notices. Backup copies are for your backup use
only and cannot be assigned or transferred to another person or used on
another computer.
2. RESTRICTIONS. You may not sell, rent, lease, loan, transfer, sublicense,
distribute, copy electronically or otherwise transmit any copy or part of the
Software, except as required for backup purposes.
3. NO REVERSE COMPILATION. You may not modify, translate, disassemble, reverse
assemble, decompile or create derivative works of the Software or any copy in
whole or in part. The Software shall not be reverse-engineered.
4. NO OTHER RIGHTS. Except as stated herein, this Agreement does not grant you
any rights to patents, copyrights, trade secrets, trade names, trademarks
(whether registered or unregistered) or any other rights, franchises with
respect to the Software and its documentation.
5. TERM. This license is effective until terminated. Licensee may terminate
this agreement at any time by destroying the Software, together with all backup
copies. Litronic may terminate this License immediately if Licensee fails to
comply with any of the terms and conditions of this Agreement. Licensee agrees
upon such termination to immediately destroy the Software, its documentation and
any and all copies thereof.
6. TRANSFER. Licensee may not transfer, sublicense or assign this license or
this program. Any attempt otherwise to sublicense, assign or transfer any of the
rights, duties or obligations hereunder are void.
7. EXPORT LAW ASSURANCES. Licensee agrees that neither the Software nor any
direct product thereof will be transferred or re-exported, directly or
indirectly, into any country prohibited by the U.S. Export Administration Act
and the regulations thereunder or will be used for any purpose prohibited by the
Act.
8. WARRANTY DISCLAIMER. This Software is provided "as is" without warranty of
any kind, either expressed or implied, including but not limited to the implied
warranties of merchantibility and fitness for any particular purpose. The
entire risk as to the quality and performance of the Software and its
documentation is with the Licensee.
9. LIMITATIONS OF REMEDIES. In no event will Litronic be liable to Licensee for
any damages, including any loss of profits, loss of data, or other incidental or
consequential damages arising out of the use or inability to use this Software
even if Litronic has been advised of the possibility of such damages, or for any
claim by any other party.
10. GENERAL. This Agreement will be governed by the laws of the state of
California. If any provisions of this Agreement shall be held by any court of
competent jurisdiction to be contrary to law, that provision will be enforced to
the maximum extent permissible, and the remaining provisions of this Agreement
will remain in full force and effect.
11. EFFECTIVENESS. This agreement is effective upon the earlier of (1) your
signature below or (2) your use of the Software.
Should you have any questions concerning this Agreement, please contact Litronic
in writing at: Litronic Inc., 0000 Xxxx Xxxxxx, Xxxxx 0000, Xxxxxx, XX 00000.
By opening this package Licensee acknowledges that Licensee has read this
Agreement, understands it and agrees to be bound by its terms and conditions.
Licensee further agrees that it is the complete and exclusive statement of the
Agreement between Licensee and Litronic and that the Agreement supersedes any
proposal or prior agreement, oral or written, and any other communications
between Licensee and Litronic relating to the subject matter of this Agreement.
Please expressly indicate your acceptance and compliance with the above terms by
signing this document and returning it to Litronic by fax to (000) 000-0000.
Failure to submit an executed copy of this agreement will not relieve Licensee
of Licensee's obligations to comply with the terms and conditions hereof.
___________________________________________
Name
___________________________________________
Title
___________________________________________
Signature
___________________________________________
Date
___________________________________________
Company
___________________________________________
___________________________________________
___________________________________________
Address
___________________________________________
Telephone
___________________________________________
Fax
___________________________________________
E-Mail
[LITRONIC LOGO APPEARS HERE]
Litronic, Inc.
0000 Xxxx Xxxxx 0000
Xxxxxx XX 00000
XXX
Phone - 000-000-0000
Fax - 000-000-0000
Email - xxxxxxxx.xxx
Thank you for purchasing Litronic ProfileManager Software
This is a confirmation letter defining the terms of Licensee's license for
purchased Software. This license is valid for the number of Users and for the
defined Company and Site(s) set forth below.
Licensee's use of the Litronic Software is contingent upon Licensee's compliance
with terms and conditions of the license on the attached License Agreement.
Grant Date _____________________________
Grant Number _____________________________
Number of Base Units _____________________________
Number of Users _____________________________
Company _____________________________
Defined site(s) _____________________________
_____________________________
_____________________________
LITRONIC, INC.
ELECTRONIC LICENSE AGREEMENT
FOR NETSIGN
IMPORTANT! The Software you seek to install is licensed only on the condition
that you (referred to as "YOU") agree with LITRONIC, INC. to the terms and
conditions set forth below. PLEASE CAREFULLY READ THE TERMS OF THIS SOFTWARE
LICENSE AGREEMENT.
IF YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT, YOU SHOULD CLICK ON THE
BOX AT THE BOTTOM OF THIS DOCUMENT LABELED "OK" AT WHICH TIME THE INSTALLTION
WILL CONTINUE.
IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, YOU SHOULD CLICK ON THE BOX
AT THE BOTTOM OF THIS DOCUMENT LABELED "NO" AT WHICH POINT YOU WILL BE ASKED IF
YOU WANT TO ABORT THIS INSTALLATION. THE INSTALLATION CANNOT CONTINUE WITHOUT
THE ACCEPTANCE OF THIS DOCUMENT.
USE OF THE SOFTWARE INDICATES THAT YOU ACCEPT THE TERMS AND CONDITIONS OF THIS
AGREEMENT.
This Agreement has three parts. Part I applies if You have a free, evaluation
license to the accompanying NetSign software (hereinafter "Software"). Part II
applies if you have purchased a license to the Software. Part III applies to
both situations and is incorporated by reference into both Parts I and II.
As used in this Agreement, "Litronic" shall mean Litronic, Inc., Irvine,
California; and "Licensor" shall mean (i) if You have acquired a third party
product or service and such product or service included the Software, then such
third party shall be the Licensor; (ii) otherwise, Litronic shall be the
Licensor.
PART I -- TERMS APPLICABLE WHEN LICENSE FEES NOT (YET) PAID (LIMITED TO
EVALUATION).
License Grant. Litronic grants to one (1) User (as defined below) a limited,
non-exclusive, non-transferable license to use the Software free of charge
solely for the purpose of evaluating whether to purchase an on going license to
the Software for a period of thirty (30) days from the date the Software is
first received ("Evaluation Period") and for no other purpose. The "User" is the
Licensee, if Licensee is an individual, or a current employee of Licensee, if
Licensee is a corporation or similar business or commercial entity. Subject to
the limitations of this Agreement, the User may only use the Software on (i) any
central processing unit ("CPU"), workstation or portable which is owned or
controlled by Licensee and (ii) any CPU, workstation or portable owned by the
User. During the Evaluation Period, the User is not entitled to hard-copy
documentation, support or telephone assistance.
Term; Termination. This License is effective only for the thirty (30) day
Evaluation Period and shall automatically terminate at the end of that period
without further notice. Licensee may terminate this License at any time by
notifying Litronic, and destroying all copies of the Software in the possession
of the Licensee. This License will terminate immediately without notice from
Litronic if You fail to comply with any provision of this License. Upon
termination
of this Agreement, for whatever reason, Licensee must destroy all copies of the
Software in its possession.
DISCLAIMER OF WARRANTIES. THE SOFTWARE IS PROVIDED ON AN "AS IS" BASIS, WITHOUT
WARRANTY OF ANY KIND. LITRONIC SPECIFICALLY DISCLAIMS ALL EXPRESS AND IMPLIED
WARRANTIES, INCLUDING BUT NOT LIMITED TO, ANY WARRANTIES THAT THE SOFTWARE IS
FREE OF DEFECTS, THE IMPLIED WARRANTY OF MERCHANTABILITY, FIT FOR A PARTICULAR
PURPOSE OF NON-INFRINGING. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF
THE SOFTWARE IS BORNE BY YOU. SHOULD THE SOFTWARE PROVE DEFECTIVE IN ANY
RESPECT, YOU, AND NOT LITRONIC OR ITS SUPPLIERS, ASSUME THE ENTIRE COST OF ANY
SERVICE AND REPAIR. IN ADDITION, THE SECURITY MECHANISMS IMPLEMENTED BY THE
SOFTWARE HAVE INHERENT LIMITATIONS, AND YOU MUST DETERMINE THAT THE SOFTWARE
SUFFICIENTLY MEETS YOUR REQUIREMENTS. THIS DISCLAIMER OF WARRANTIES CONSTITUTES
AN ESSENTIAL PART OF THIS AGREEMENT. NO USE OF THE SOFTWARE WITHOUT PAYMENT OF
THE REQUIRED LICENSE FEE TO LICENSOR IS AUTHORIZED HEREUNDER EXCEPT UNDER THIS
DISCLAIMER.
PART II -- TERMS APPLICABLE WHEN LICENSE FEES PAID
License Grant. You may:
* Use the Software on a single computer;
* Use the Software on a second computer so long as only one (1) copy is used at
a time;
* Use the Software on a network, provided that a licensed copy of the Software
has been acquired for each person permitted to access the Software through the
network;
* Make one (1) copy the Software for archival purposes , provided such copy
contains all proprietary notices included with the original copy of the
Software; and
* If you have purchased a Right to Copy license for multiple copies of the
Software, make the number of copies of Software (but not the documentation)
stated on the packing slip or invoice, provided any copy must contain all of the
original Software's proprietary notices. The number of copies on the invoice is
the total number of copies that may be made for all platforms. Additional copies
of Documentation may be purchased from Licensor.
You may not:
* Permit others to use the Software, except as provided above;
* Permit concurrent use of the Software;
* Rent, lease, loan, grant a security interest in, sublicense or assign this
license or the Software, or otherwise transfer rights to the Software; or
* Remove any proprietary notices or labels on the Software.
Term; Termination. This license is effective until terminated. You may terminate
this License at any time by notifying Litronic and by destroying all copies of
the Software and Documentation in Your possession. This License will terminate
immediately without notice from Litronic if You fail to comply with any
provisions of this Agreement. Upon any termination of this Agreement, for any
reason, You agree to immediately destroy all copies of the Software and
Documentation in Your possession.
Limited Warranty. (a) Litronic warrants that for a period of ninety (90) days
from the date the Software purchased the Software, if operated as directed, will
substantially achieve the functionality described in the Documentation. Litronic
does not warrant, however, that Your use of the Software will be uninterrupted
or that the operation of the Software will be error-free or secure. In addition,
the security mechanisms implemented by the Software have inherent limitations,
and You must determine that the Software sufficiently meets your requirements.
(b) Litronic's sole liability and Your exclusive remedy for any breach of this
warranty shall be, in Litronic's sole discretion: (i) to replace Your copy of
the Software; or (ii) to advise You how to achieve substantially the same
functionality with the Software as described in the Documentation through a
procedure different from that set forth in the Documentation; or (iii) if the
above remedies are impracticable, to refund to You any license fee You paid for
the Software.
(c) Repaired, corrected, or replaced Software and Documentation shall be covered
by this limited warranty for the period remaining under the warranty on the
original copy of the Software, or if longer, for thirty (30) days after the date
(a) of delivery to you of repaired or replace Software, or (b) Litronic advised
You how to operate the Software so as to achieve substantially the same
functionality described in the Documentation.
(d) Only if you inform Litronic of your problem with the Software during the
applicable warranty period and provide evidence of the date you purchased the
Software will Litronic be obligated to honor this warranty. Litronic will use
reasonable commercial efforts to repair, replace, advise, or, for individual
consumers, refund pursuant to the foregoing warranty within thirty (30) days of
being so notified.
(e) If any modifications are made to the Software by You during the warranty
period; if the media is subject to accident, abuse, or improper use; or if you
violate terms of this Agreement, then this warranty shall immediately terminate.
Moreover, this warranty shall not apply if the Software is used on or in
conjunction with hardware and software other than the unmodified version of
hardware and software with which the Software was designed to be used as
described in the Documentation.
THIS IS A LIMITED WARRANTY, AND IS THE ONLY WARRANTY MADE BY LICENSOR OR ITS
SUPPLIERS. EXCEPT AS SPECIFICALLY SET FORTH IMMEDIATELY ABOVE, LICENSOR
SPECIFICALLY DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING BUT NOT
LIMITED TO, ANY WARRANTIES THAT THE SOFTWARE IS FREE OF DEFECTS, AND THE IMPLIED
WARRANTIES OF MERCHANTABILITY, FIT FOR A PARTICULAR PURPOSE, AND NON-INFRINGING.
THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SOFTWARE IS BORNE BY
YOU. SHOULD THE SOFTWARE PROVE DEFECTIVE IN ANY RESPECT, YOU, AND NOT LITRONIC
OR ITS SUPPLIERS, ASSUME THE ENTIRE COST OF ANY SERVICE AND REPAIR. IN ADDITION,
THE SECURITY
MECHANISMS IMPLEMENTED BY THE SOFTWARE HAVE INHERENT LIMITATIONS, AND YOU MUST
DETERMINE THAT THE SOFTWARE SUFFICIENTLY MEETS YOUR REQUIREMENTS. THIS
DISCLAIMER OF WARRANTIES CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT. NO USE
OF THE SOFTWARE WITHOUT PAYMENT OF THE REQUIRED LICENSE FEE TO LICENSOR IS
AUTHORIZED EXCEPT SUBJECT TO THIS DISCLAIMER.
PART III -- TERMS APPLICABLE TO ALL LICENSE GRANTS
Title; Ownership. (a) At all times, Litronic and/or its suppliers retain all
right, title and interest in and to the Software. The Software, including its
structure, sequence, organization and code are valuable trade secrets of
Litronic and its suppliers. The Software is protected by United States copyright
law and International copyright treaty provisions. Except as stated herein, this
Agreement does not grant you any rights to any patents, copyrights, trade
secrets, trade names, trademarks (whether registered or unregistered) or any
other intellectual property rights in respect to the Software.
(b) NetSign, the Litronic Logo, and Litronic are trademarks of Litronic, Inc.
You may use the trademarks only insofar as required to comply with accepted
trademark practice, including identification of the trademark owner's name. Such
use of any trademark does not grant You any rights in and to that trademark.
No Reverse Compilation. You may not modify, translate, disassemble, reverse
assemble, decompile or create derivative works of the Software in whole or in
part. The Software shall not be reverse engineered such that other (non-
Litronic) readers can be used. Any source code provided is not to be modified
without the express written consent of Litronic. Litronic readers shall not be
reverse engineered such that the Software can be used with a clone of Litronic
readers or other smartcard readers.
LIMITATION OF LIABILITIES. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY,
WHETHER TORT, CONTRACT, OR OTHERWISE, SHALL LICENSOR OR ITS LICENSORS OR
RESELLERS BE LIABLE TO YOU OR ANY THIRD PERSON FOR ANY INDIRECT, SPECIAL,
INCIDENTAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER
INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, LOSS OF DATA, LOST
PROFITS, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTIONS, OR ANY AND ALL OTHER
COMMERCIAL DAMAGES OR LOSSES. IN NO EVENT WILL LICENSOR BE LIABLE FOR ANY
DAMAGES IN EXCESS OF THE AMOUNT LICENSOR RECEIVED FROM YOU FOR A LICENSE TO THE
SOFTWARE, EVEN IF LICENSOR SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH
DAMAGES, OR OF ANY CLAIM BY ANY THIRD PARTY. THIS LIMITATION OF LIABILITY SHALL
NOT APPLY TO LIABILITY FOR DEATH OR PERSONAL INJURY RESULTING FROM LITRONIC'S
GROSS NEGLIGENCE OR INTENTIONAL ACTS TO THE EXTENT APPLICABLE LAW PROHIBITS SUCH
LIMITATION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF
INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS EXCLUSION AND LIMITATION MAY NOT
APPLY TO YOU.
High-Risk Activities. The Software is not fault-tolerant and is not designed,
manufactured or
intended for use or resale as on-line control equipment in hazardous
environments requiring fail-safe performance, such as in the operation of
nuclear facilities, aircraft navigation or communication systems, air traffic
control, direct life support machines, or weapon systems, in which the failure
of the Software could lead directly to death, personal injury, or severe
physical or environmental damage, and Licensor expressly disclaims any express
or implied warranty of fitness for such uses.
Export Law Assurances. You agree that neither the Software, the underlying
information or technology, nor any direct product thereof, may be downloaded or
otherwise exported or reexported (i) into (or to a national or resident of)
Cuba, Iraq, Libya, the countries of the former Yugoslavia, North Korea, Iran,
Syria or any other country to which the U.S. has embargoed goods; or (ii) to
anyone on the U.S. Treasury Department's List of Specially Designated Nationals
or the U.S. Commerce Department's Table of Denial Orders. You further represent
and warrant that You are not located in, under the control of, or a national or
resident of any such country or on any such list.
U.S. Government Restricted Rights. The Software is provided with RESTRICTED
RIGHTS. The use, duplication, or disclosure by the Government is subject to
restrictions as set forth in subdivision (c)(1)(ii) of The Rights in Technical
Data and Computer Software clause at 52.227-7013. The contractor/ manufacturer
of this Software is LITRONIC, INC., 0000 XXXX XXXXXX, XXXXX 0000, XXXXXX,
XXXXXXXXXX 00000.
Confidential Information.
(a) You hereby agree that You will keep confidential any information or data
("Confidential Information") obtained from Licensor in connection with this
Agreement and shall not divulge the same to any third parties, except for: (i)
Information which, at the time of disclosure, had been previously made public;
(ii) Information which is made public after disclosure to You, unless such
disclosure is a breach of this or any other agreement; (iii) Information which,
prior to disclosure to You, was already in Your possession; or (iv) Information
which, subsequent to disclosure, was obtained by You from a third party who was
lawfully in possession of such information and was not in violation of any
contractual, legal or fiduciary obligation to Litronic or any Litronic's
supplier.
(b) All Confidential Information shall remain the sole property of Litronic. You
shall have no implied licenses or other rights in the Confidential Information
not specifically granted herein. You shall not disclose the Confidential
Information to anyone other than employees and contractors with a demonstrable
need to know, who have a binding, written, confidentiality obligation to You to
protect such Confidential Information against unauthorized disclosure or use.
You shall take all reasonable precautions to prevent unauthorized use or
disclosure of the Confidential Information.
(c) You acknowledge that any unauthorized use or disclosure of the Confidential
Information would cause irreparable harm to Litronic.
(d) Upon termination of this Agreement, You shall destroy all Confidential
Information immediately.
(e) These provisions shall survive for a period of three (3) years from the date
of termination of this Agreement.
No Waiver or Assignment. No delay or failure to take action under this License
will constitute a waiver unless expressly waived in writing, signed by a duly
authorized representative of Litronic, and no single waiver will constitute a
continuing or subsequent waiver. This License may not be assigned, sublicensed
or otherwise transferred by Licensee, by operation of law or otherwise.
Entire Agreement. This License constitutes the entire agreement between the
parties with respect to the use of the Software, and supersedes all prior or
contemporaneous understandings or agreements, written or oral, regarding such
subject matter. Any additional or different terms or conditions proposed by You
are hereby rejected and shall be of no force and effect unless expressly agreed
to in writing by Litronic. No amendment to or modification of this License will
be binding unless in writing and signed by a duly authorized representative of
Litronic.
General Provisions. This Agreement will be governed by the laws of the State of
California, as applied to agreements entered into and to be performed entirely
within California between California residents. The application of the United
Nations Convention for Contracts for the International Sale of Goods is hereby
expressly excluded. If any provisions of this Agreement shall be held by any
court of competent jurisdiction to be contrary to law, that provision will be
enforced to the maximum extent permissible, and the remaining provisions of this
Agreement will remain in full force and effect.
Should you have any questions concerning this Agreement, please contact us by
email: xxxxx@xxxxxxxx.xxx
LITRONIC, INC.
ELECTRONIC LICENSE AGREEMENT
FOR NETSIGN PRO
IMPORTANT! The Software you seek to install is licensed only on the condition
that you (referred to as "YOU") agree with LITRONIC, INC. to the terms and
conditions set forth below. PLEASE CAREFULLY READ THE TERMS OF THIS SOFTWARE
LICENSE AGREEMENT.
IF YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT, YOU SHOULD CLICK ON THE
BOX AT THE BOTTOM OF THIS DOCUMENT LABELED "ACCEPT" AT WHICH TIME THE
INSTALLTION WILL CONTINUE.
IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, YOU SHOULD CLICK ON THE BOX
AT THE BOTTOM OF THIS DOCUMENT LABELED "DECLINE" AT WHICH POINT YOU WILL BE
ASKED IF YOU WANT TO ABORT THIS INSTALLATION. THE INSTALLATION CANNOT CONTINUE
WITHOUT THE ACCEPTANCE OF THIS DOCUMENT.
USE OF THE SOFTWARE INDICATES THAT YOU ACCEPT THE TERMS AND CONDITIONS OF THIS
AGREEMENT.
This Agreement has three parts. Part I applies if You have a free, evaluation
license to the accompanying NetSign PRO software (hereinafter "Software"). Part
II applies if you have purchased a license to the Software. Part III applies to
both situations and is incorporated by reference into both Parts I and II.
As used in this Agreement, "Litronic" shall mean Litronic, Inc., Irvine,
California; and "Licensor" shall mean (i) if You have acquired a third party
product or service and such product or service included the Software, then such
third party shall be the Licensor; (ii) otherwise, Litronic shall be the
Licensor.
PART I -- TERMS APPLICABLE WHEN LICENSE FEES NOT (YET) PAID (LIMITED TO
EVALUATION).
License Grant. Litronic grants to one (1) User (as defined below) a limited,
non-exclusive, non-transferable license to use the Software free of charge
solely for the purpose of evaluating whether to purchase an on going license to
the Software for a period of thirty (30) days from the date the Software is
first received ("Evaluation Period") and for no other purpose. The "User" is the
Licensee, if Licensee is an individual, or a current employee of Licensee, if
Licensee is a corporation or similar business or commercial entity. Subject to
the limitations of this Agreement, the User may only use the Software on (i) any
central processing unit ("CPU"), workstation or portable which is owned or
controlled by Licensee and (ii) any CPU, workstation or portable owned by the
User. During the Evaluation Period, the User is not entitled to hard-copy
documentation, support or telephone assistance.
Term; Termination. This License is effective only for the thirty (30) day
Evaluation Period and shall automatically terminate at the end of that period
without further notice. Licensee may terminate this License at any time by
notifying Litronic, and destroying all copies of the Software in the possession
of the Licensee. This License will terminate immediately without notice from
Litronic if You fail to comply with any provision of this License. Upon
termination of this Agreement, for whatever reason, Licensee must destroy all
copies of the Software in its possession.
DISCLAIMER OF WARRANTIES. THE SOFTWARE IS PROVIDED ON AN "AS IS" BASIS, WITHOUT
WARRANTY OF ANY KIND. LITRONIC SPECIFICALLY DISCLAIMS ALL EXPRESS AND IMPLIED
WARRANTIES, INCLUDING BUT NOT LIMITED TO, ANY WARRANTIES THAT THE SOFTWARE IS
FREE OF DEFECTS, THE IMPLIED WARRANTY OF MERCHANTABILITY, FIT FOR A PARTICULAR
PURPOSE OF NON-INFRINGING. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF
THE SOFTWARE IS BORNE BY YOU. SHOULD THE SOFTWARE PROVE DEFECTIVE IN ANY
RESPECT, YOU, AND NOT LITRONIC OR ITS SUPPLIERS, ASSUME THE ENTIRE COST OF ANY
SERVICE AND REPAIR. IN ADDITION, THE SECURITY MECHANISMS IMPLEMENTED BY THE
SOFTWARE HAVE INHERENT LIMITATIONS, AND YOU MUST DETERMINE THAT THE SOFTWARE
SUFFICIENTLY MEETS YOUR REQUIREMENTS. THIS DISCLAIMER OF WARRANTIES CONSTITUTES
AN ESSENTIAL PART OF THIS AGREEMENT. NO USE OF THE SOFTWARE WITHOUT PAYMENT OF
THE REQUIRED LICENSE FEE TO LICENSOR IS AUTHORIZED HEREUNDER EXCEPT UNDER THIS
DISCLAIMER.
PART II -- TERMS APPLICABLE WHEN LICENSE FEES PAID
License Grant. You may:
* Use the Software on a single computer;
* Use the Software on a second computer so long as only one (1) copy is used at
a time;
* Use the Software on a network, provided that a licensed copy of the Software
has been acquired for each person permitted to access the Software through the
network;
* Make one (1) copy the Software for archival purposes , provided such copy
contains all proprietary notices included with the original copy of the
Software; and
* If you have purchased a Right to Copy license for multiple copies of the
Software, make the number of copies of Software (but not the documentation)
stated on the packing slip or invoice, provided any copy must contain all of the
original Software's proprietary notices. The number of copies on the invoice is
the total number of copies that may be made for all platforms. Additional copies
of Documentation may be purchased from Licensor.
You may not:
* Permit others to use the Software, except as provided above;
* Permit concurrent use of the Software;
* Rent, lease, loan, grant a security interest in, sublicense or assign this
license or the Software, or otherwise transfer rights to the Software; or
* Remove any proprietary notices or labels on the Software.
Term; Termination. This license is effective until terminated. You may terminate
this License at any time by notifying Litronic and by destroying all copies of
the Software and Documentation in Your possession. This License will terminate
immediately without notice from Litronic if You fail to comply with any
provisions of this Agreement. Upon any termination of this Agreement, for any
reason, You agree to immediately destroy all copies of the Software and
Documentation in Your possession.
Limited Warranty. (a) Litronic warrants that for a period of ninety (90) days
from the date the Software purchased the Software, if operated as directed, will
substantially achieve the functionality described in the Documentation. Litronic
does not warrant, however, that Your use of the Software will be uninterrupted
or that the operation of the Software will be error-free or secure. In addition,
the security mechanisms implemented by the Software have inherent limitations,
and You must determine that the Software sufficiently meets your requirements.
(b) Litronic's sole liability and Your exclusive remedy for any breach of this
warranty shall be, in Litronic's sole discretion: (i) to replace Your copy of
the Software; or (ii) to advise You how to achieve substantially the same
functionality with the Software as described in the Documentation through a
procedure different from that set forth in the Documentation; or (iii) if the
above remedies are impracticable, to refund to You any license fee You paid for
the Software.
(c) Repaired, corrected, or replaced Software and Documentation shall be covered
by this limited warranty for the period remaining under the warranty on the
original copy of the Software, or if longer, for thirty (30) days after the date
(a) of delivery to you of repaired or replace Software, or (b) Litronic advised
You how to operate the Software so as to achieve substantially the same
functionality described in the Documentation.
(d) Only if you inform Litronic of your problem with the Software during the
applicable warranty period and provide evidence of the date you purchased the
Software will Litronic be obligated to honor this warranty. Litronic will use
reasonable commercial efforts to repair, replace, advise, or, for individual
consumers, refund pursuant to the foregoing warranty within thirty (30) days of
being so notified.
(e) If any modifications are made to the Software by You during the warranty
period; if the media is subject to accident, abuse, or improper use; or if you
violate terms of this Agreement, then this warranty shall immediately terminate.
Moreover, this warranty shall not
apply if the Software is used on or in conjunction with hardware and software
other than the unmodified version of hardware and software with which the
Software was designed to be used as described in the Documentation.
THIS IS A LIMITED WARRANTY, AND IS THE ONLY WARRANTY MADE BY LICENSOR OR ITS
SUPPLIERS. EXCEPT AS SPECIFICALLY SET FORTH IMMEDIATELY ABOVE, LICENSOR
SPECIFICALLY DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING BUT NOT
LIMITED TO, ANY WARRANTIES THAT THE SOFTWARE IS FREE OF DEFECTS, AND THE IMPLIED
WARRANTIES OF MERCHANTABILITY, FIT FOR A PARTICULAR PURPOSE, AND NON-INFRINGING.
THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SOFTWARE IS BORNE BY
YOU. SHOULD THE SOFTWARE PROVE DEFECTIVE IN ANY RESPECT, YOU, AND NOT LITRONIC
OR ITS SUPPLIERS, ASSUME THE ENTIRE COST OF ANY SERVICE AND REPAIR. IN ADDITION,
THE SECURITY MECHANISMS IMPLEMENTED BY THE SOFTWARE HAVE INHERENT LIMITATIONS,
AND YOU MUST DETERMINE THAT THE SOFTWARE SUFFICIENTLY MEETS YOUR REQUIREMENTS.
THIS DISCLAIMER OF WARRANTIES CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT.
NO USE OF THE SOFTWARE WITHOUT PAYMENT OF THE REQUIRED LICENSE FEE TO LICENSOR
IS AUTHORIZED EXCEPT SUBJECT TO THIS DISCLAIMER.
PART III -- TERMS APPLICABLE TO ALL LICENSE GRANTS
Title; Ownership. (a) At all times, Litronic and/or its suppliers retain all
right, title and interest in and to the Software. The Software, including its
structure, sequence, organization and code are valuable trade secrets of
Litronic and its suppliers. The Software is protected by United States copyright
law and International copyright treaty provisions. Except as stated herein, this
Agreement does not grant you any rights to any patents, copyrights, trade
secrets, trade names, trademarks (whether registered or unregistered) or any
other intellectual property rights in respect to the Software.
(b) NetSign PRO, the Litronic Logo, and Litronic are trademarks of Litronic,
Inc. You may use the trademarks only insofar as required to comply with accepted
trademark practice, including identification of the trademark owner's name. Such
use of any trademark does not grant You any rights in and to that trademark.
No Reverse Compilation. You may not modify, translate, disassemble, reverse
assemble, decompile or create derivative works of the Software in whole or in
part. The Software shall not be reverse engineered such that other (non-
Litronic) readers can be used. Any source code provided is not to be modified
without the express written consent of Litronic. Litronic readers shall not be
reverse engineered such that the Software can be used with a clone of Litronic
readers or other smartcard readers.
LIMITATION OF LIABILITIES. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY,
WHETHER TORT, CONTRACT, OR OTHERWISE, SHALL LICENSOR OR ITS LICENSORS OR
RESELLERS BE LIABLE TO YOU OR ANY THIRD PERSON FOR ANY INDIRECT, SPECIAL,
INCIDENTAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER
INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, LOSS OF
DATA, LOST PROFITS, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTIONS, OR ANY AND
ALL OTHER COMMERCIAL DAMAGES OR LOSSES. IN NO EVENT WILL LICENSOR BE LIABLE FOR
ANY DAMAGES IN EXCESS OF THE AMOUNT LICENSOR RECEIVED FROM YOU FOR A LICENSE TO
THE SOFTWARE, EVEN IF LICENSOR SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF
SUCH DAMAGES, OR OF ANY CLAIM BY ANY THIRD PARTY. THIS LIMITATION OF LIABILITY
SHALL NOT APPLY TO LIABILITY FOR DEATH OR PERSONAL INJURY RESULTING FROM
LITRONIC'S GROSS NEGLIGENCE OR INTENTIONAL ACTS TO THE EXTENT APPLICABLE LAW
PROHIBITS SUCH LIMITATION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR
LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS EXCLUSION AND
LIMITATION MAY NOT APPLY TO YOU.
High-Risk Activities. The Software is not fault-tolerant and is not designed,
manufactured or intended for use or resale as on-line control equipment in
hazardous environments requiring fail-safe performance, such as in the operation
of nuclear facilities, aircraft navigation or communication systems, air traffic
control, direct life support machines, or weapon systems, in which the failure
of the Software could lead directly to death, personal injury, or severe
physical or environmental damage, and Licensor expressly disclaims any express
or implied warranty of fitness for such uses.
Export Law Assurances. You agree that neither the Software, the underlying
information or technology, nor any direct product thereof, may be downloaded or
otherwise exported or reexported (i) into (or to a national or resident of)
Cuba, Iraq, Libya, the countries of the former Yugoslavia, North Korea, Iran,
Syria or any other country to which the U.S. has embargoed goods; or (ii) to
anyone on the U.S. Treasury Department's List of Specially Designated Nationals
or the U.S. Commerce Department's Table of Denial Orders. You further represent
and warrant that You are not located in, under the control of, or a national or
resident of any such country or on any such list.
U.S. Government Restricted Rights. The Software is provided with RESTRICTED
RIGHTS. The use, duplication, or disclosure by the Government is subject to
restrictions as set forth in subdivision (c)(1)(ii) of The Rights in Technical
Data and Computer Software clause at 52.227-7013. The contractor/ manufacturer
of this Software is LITRONIC, INC., 0000 XXXX XXXXXX, XXXXX 0000, XXXXXX,
XXXXXXXXXX 00000.
Confidential Information.
(a) You hereby agree that You will keep confidential any information or data
("Confidential Information") obtained from Licensor in connection with this
Agreement and shall not divulge the same to any third parties, except for: (i)
Information which, at the time of disclosure, had been previously made public;
(ii) Information which is made public after disclosure to You, unless such
disclosure is a breach of this or any other agreement; (iii) Information which,
prior to disclosure to You, was already in Your possession; or (iv) Information
which, subsequent to disclosure, was obtained by You from a third party who was
lawfully in possession of such information and was not in violation of any
contractual, legal or fiduciary obligation to Litronic or any Litronic's
supplier.
(b) All Confidential Information shall remain the sole property of Litronic. You
shall have no implied licenses or other rights in the Confidential Information
not specifically granted herein. You shall not disclose the Confidential
Information to anyone other than employees and contractors with a demonstrable
need to know, who have a binding, written, confidentiality
obligation to You to protect such Confidential Information against unauthorized
disclosure or use. You shall take all reasonable precautions to prevent
unauthorized use or disclosure of the Confidential Information.
(c) You acknowledge that any unauthorized use or disclosure of the Confidential
Information would cause irreparable harm to Litronic.
(d) Upon termination of this Agreement, You shall destroy all Confidential
Information immediately.
(e) These provisions shall survive for a period of three (3) years from the date
of termination of this Agreement.
No Waiver or Assignment. No delay or failure to take action under this License
will constitute a waiver unless expressly waived in writing, signed by a duly
authorized representative of Litronic, and no single waiver will constitute a
continuing or subsequent waiver. This License may not be assigned, sublicensed
or otherwise transferred by Licensee, by operation of law or otherwise.
Entire Agreement. This License constitutes the entire agreement between the
parties with respect to the use of the Software, and supersedes all prior or
contemporaneous understandings or agreements, written or oral, regarding such
subject matter. Any additional or different terms or conditions proposed by You
are hereby rejected and shall be of no force and effect unless expressly agreed
to in writing by Litronic. No amendment to or modification of this License will
be binding unless in writing and signed by a duly authorized representative of
Litronic.
General Provisions. This Agreement will be governed by the laws of the State of
California, as applied to agreements entered into and to be performed entirely
within California between California residents. The application of the United
Nations Convention for Contracts for the International Sale of Goods is hereby
expressly excluded. If any provisions of this Agreement shall be held by any
court of competent jurisdiction to be contrary to law, that provision will be
enforced to the maximum extent permissible, and the remaining provisions of this
Agreement will remain in full force and effect.
Should you have any questions concerning this Agreement, please contact us by
email: xxxxx@xxxxxxxx.xxx
LITRONIC, INC.
ELECTRONIC LICENSE AGREEMENT
FOR NETSIGN
IMPORTANT! The Software you seek to install is licensed only on the condition
that you (referred to as "YOU") agree with LITRONIC, INC. to the terms and
conditions set forth below. PLEASE CAREFULLY READ THE TERMS OF THIS SOFTWARE
LICENSE AGREEMENT.
IF YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT, YOU SHOULD CLICK ON THE
BOX AT THE BOTTOM OF THIS DOCUMENT LABELED "ACCEPT" AT WHICH TIME THE
INSTALLTION WILL CONTINUE.
IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, YOU SHOULD CLICK ON THE BOX
AT THE BOTTOM OF THIS DOCUMENT LABELED "DECLINE" AT WHICH POINT YOU WILL BE
ASKED IF YOU WANT TO ABORT THIS INSTALLATION. THE INSTALLATION CANNOT CONTINUE
WITHOUT THE ACCEPTANCE OF THIS DOCUMENT.
USE OF THE SOFTWARE INDICATES THAT YOU ACCEPT THE TERMS AND CONDITIONS OF THIS
AGREEMENT.
This Agreement has three parts. Part I applies if You have a free, evaluation
license to the accompanying NetSign software (hereinafter "Software"). Part II
applies if you have purchased a license to the Software. Part III applies to
both situations and is incorporated by reference into both Parts I and II.
As used in this Agreement, "Litronic" shall mean Litronic, Inc., Irvine,
California; and "Licensor" shall mean (i) if You have acquired a third party
product or service and such product or service included the Software, then such
third party shall be the Licensor; (ii) otherwise, Litronic shall be the
Licensor.
PART I -- TERMS APPLICABLE WHEN LICENSE FEES NOT (YET) PAID (LIMITED TO
EVALUATION).
License Grant. Litronic grants to one (1) User (as defined below) a limited,
non-exclusive, non-transferable license to use the Software free of charge
solely for the purpose of evaluating whether to purchase an on going license to
the Software for a period of thirty (30) days from the date the Software is
first received ("Evaluation Period") and for no other purpose. The "User" is the
Licensee, if Licensee is an individual, or a current employee of Licensee, if
Licensee is a corporation or similar business or commercial entity. Subject to
the limitations of this Agreement, the User may only use the Software on (i) any
central processing unit ("CPU"), workstation or portable which is owned or
controlled by Licensee and (ii) any CPU, workstation or portable owned by the
User. During the Evaluation Period, the User is not entitled to hard-copy
documentation, support or telephone assistance.
Term; Termination. This License is effective only for the thirty (30) day
Evaluation Period and shall automatically terminate at the end of that period
without further notice. Licensee may terminate this License at any time by
notifying Litronic, and destroying all copies of the Software in the possession
of the Licensee. This License will terminate immediately without notice from
Litronic if You fail to comply with any provision of this License. Upon
termination of this Agreement, for whatever reason, Licensee must destroy all
copies of the Software in its possession.
DISCLAIMER OF WARRANTIES. THE SOFTWARE IS PROVIDED ON AN "AS IS" BASIS, WITHOUT
WARRANTY OF ANY KIND. LITRONIC SPECIFICALLY DISCLAIMS ALL EXPRESS AND IMPLIED
WARRANTIES, INCLUDING BUT NOT LIMITED TO, ANY WARRANTIES THAT THE SOFTWARE IS
FREE OF DEFECTS, THE IMPLIED WARRANTY OF MERCHANTABILITY, FIT FOR A PARTICULAR
PURPOSE OF NON-INFRINGING. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF
THE SOFTWARE IS BORNE BY YOU. SHOULD THE SOFTWARE PROVE DEFECTIVE IN ANY
RESPECT, YOU, AND NOT LITRONIC OR ITS SUPPLIERS, ASSUME THE ENTIRE COST OF ANY
SERVICE AND REPAIR. IN ADDITION, THE SECURITY MECHANISMS IMPLEMENTED BY THE
SOFTWARE HAVE INHERENT
LIMITATIONS, AND YOU MUST DETERMINE THAT THE SOFTWARE SUFFICIENTLY MEETS YOUR
REQUIREMENTS. THIS DISCLAIMER OF WARRANTIES CONSTITUTES AN ESSENTIAL PART OF
THIS AGREEMENT. NO USE OF THE SOFTWARE WITHOUT PAYMENT OF THE REQUIRED LICENSE
FEE TO LICENSOR IS AUTHORIZED HEREUNDER EXCEPT UNDER THIS DISCLAIMER.
PART II -- TERMS APPLICABLE WHEN LICENSE FEES PAID
License Grant. You may:
* Use the Software on a single computer;
* Use the Software on a second computer so long as only one (1) copy is used at
a time;
* Use the Software on a network, provided that a licensed copy of the Software
has been acquired for each person permitted to access the Software through the
network;
* Make one (1) copy the Software for archival purposes , provided such copy
contains all proprietary notices included with the original copy of the
Software; and
* If you have purchased a Right to Copy license for multiple copies of the
Software, make the number of copies of Software (but not the documentation)
stated on the packing slip or invoice, provided any copy must contain all of the
original Software's proprietary notices. The number of copies on the invoice is
the total number of copies that may be made for all platforms. Additional copies
of Documentation may be purchased from Licensor.
You may not:
* Permit others to use the Software, except as provided above;
* Permit concurrent use of the Software;
* Rent, lease, loan, grant a security interest in, sublicense or assign this
license or the Software, or otherwise transfer rights to the Software; or
* Remove any proprietary notices or labels on the Software.
Term; Termination. This license is effective until terminated. You may terminate
this License at any time by notifying Litronic and by destroying all copies of
the Software and Documentation in Your possession. This License will terminate
immediately without notice from Litronic if You fail to comply with any
provisions of this Agreement. Upon any termination of this Agreement, for any
reason, You agree to immediately destroy all copies of the Software and
Documentation in Your possession.
Limited Warranty. (a) Litronic warrants that for a period of ninety (90) days
from the date the Software purchased the Software, if operated as directed, will
substantially achieve the functionality described in the Documentation. Litronic
does not warrant, however, that Your use of the Software will be uninterrupted
or that the operation of the Software will be error-free or secure. In addition,
the security mechanisms implemented by the Software have inherent limitations,
and You must determine that the Software sufficiently meets your requirements.
(b) Litronic's sole liability and Your exclusive remedy for any breach of this
warranty shall be, in Litronic's sole discretion: (i) to replace Your copy of
the Software; or (ii) to advise You how to achieve substantially the same
functionality with the Software as described in the
Documentation through a procedure different from that set forth in the
Documentation; or (iii) if the above remedies are impracticable, to refund to
You any license fee You paid for the Software.
(c) Repaired, corrected, or replaced Software and Documentation shall be covered
by this limited warranty for the period remaining under the warranty on the
original copy of the Software, or if longer, for thirty (30) days after the date
(a) of delivery to you of repaired or replace Software, or (b) Litronic advised
You how to operate the Software so as to achieve substantially the same
functionality described in the Documentation.
(d) Only if you inform Litronic of your problem with the Software during the
applicable warranty period and provide evidence of the date you purchased the
Software will Litronic be obligated to honor this warranty. Litronic will use
reasonable commercial efforts to repair, replace, advise, or, for individual
consumers, refund pursuant to the foregoing warranty within thirty (30) days of
being so notified.
(e) If any modifications are made to the Software by You during the warranty
period; if the media is subject to accident, abuse, or improper use; or if you
violate terms of this Agreement, then this warranty shall immediately terminate.
Moreover, this warranty shall not apply if the Software is used on or in
conjunction with hardware and software other than the unmodified version of
hardware and software with which the Software was designed to be used as
described in the Documentation.
THIS IS A LIMITED WARRANTY, AND IS THE ONLY WARRANTY MADE BY LICENSOR OR ITS
SUPPLIERS. EXCEPT AS SPECIFICALLY SET FORTH IMMEDIATELY ABOVE, LICENSOR
SPECIFICALLY DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING BUT NOT
LIMITED TO, ANY WARRANTIES THAT THE SOFTWARE IS FREE OF DEFECTS, AND THE IMPLIED
WARRANTIES OF MERCHANTABILITY, FIT FOR A PARTICULAR PURPOSE, AND NON-INFRINGING.
THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SOFTWARE IS BORNE BY
YOU. SHOULD THE SOFTWARE PROVE DEFECTIVE IN ANY RESPECT, YOU, AND NOT LITRONIC
OR ITS SUPPLIERS, ASSUME THE ENTIRE COST OF ANY SERVICE AND REPAIR. IN ADDITION,
THE SECURITY MECHANISMS IMPLEMENTED BY THE SOFTWARE HAVE INHERENT LIMITATIONS,
AND YOU MUST DETERMINE THAT THE SOFTWARE SUFFICIENTLY MEETS YOUR REQUIREMENTS.
THIS DISCLAIMER OF WARRANTIES CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT.
NO USE OF THE SOFTWARE WITHOUT PAYMENT OF THE REQUIRED LICENSE FEE TO LICENSOR
IS AUTHORIZED EXCEPT SUBJECT TO THIS DISCLAIMER.
PART III -- TERMS APPLICABLE TO ALL LICENSE GRANTS
Title; Ownership. (a) At all times, Litronic and/or its suppliers retain all
right, title and interest in and to the Software. The Software, including its
structure, sequence, organization and code are valuable trade secrets of
Litronic and its suppliers. The Software is protected by United States copyright
law and International copyright treaty provisions. Except as stated herein, this
Agreement does not grant you any rights to any patents, copyrights, trade
secrets, trade names, trademarks (whether registered or unregistered) or any
other intellectual property rights in respect to the Software.
(b) NetSign, the Litronic Logo, and Litronic are trademarks of Litronic, Inc.
You may use the
trademarks only insofar as required to comply with accepted trademark practice,
including identification of the trademark owner's name. Such use of any
trademark does not grant You any rights in and to that trademark.
No Reverse Compilation. You may not modify, translate, disassemble, reverse
assemble, decompile or create derivative works of the Software in whole or in
part. The Software shall not be reverse engineered such that other (non-
Litronic) readers can be used. Any source code provided is not to be modified
without the express written consent of Litronic. Litronic readers shall not be
reverse engineered such that the Software can be used with a clone of Litronic
readers or other smartcard readers.
LIMITATION OF LIABILITIES. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY,
WHETHER TORT, CONTRACT, OR OTHERWISE, SHALL LICENSOR OR ITS LICENSORS OR
RESELLERS BE LIABLE TO YOU OR ANY THIRD PERSON FOR ANY INDIRECT, SPECIAL,
INCIDENTAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER
INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, LOSS OF DATA, LOST
PROFITS, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTIONS, OR ANY AND ALL OTHER
COMMERCIAL DAMAGES OR LOSSES. IN NO EVENT WILL LICENSOR BE LIABLE FOR ANY
DAMAGES IN EXCESS OF THE AMOUNT LICENSOR RECEIVED FROM YOU FOR A LICENSE TO THE
SOFTWARE, EVEN IF LICENSOR SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH
DAMAGES, OR OF ANY CLAIM BY ANY THIRD PARTY. THIS LIMITATION OF LIABILITY SHALL
NOT APPLY TO LIABILITY FOR DEATH OR PERSONAL INJURY RESULTING FROM LITRONIC'S
GROSS NEGLIGENCE OR INTENTIONAL ACTS TO THE EXTENT APPLICABLE LAW PROHIBITS SUCH
LIMITATION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF
INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS EXCLUSION AND LIMITATION MAY NOT
APPLY TO YOU.
High-Risk Activities. The Software is not fault-tolerant and is not designed,
manufactured or intended for use or resale as on-line control equipment in
hazardous environments requiring fail-safe performance, such as in the operation
of nuclear facilities, aircraft navigation or communication systems, air traffic
control, direct life support machines, or weapon systems, in which the failure
of the Software could lead directly to death, personal injury, or severe
physical or environmental damage, and Licensor expressly disclaims any express
or implied warranty of fitness for such uses.
Export Law Assurances. You agree that neither the Software, the underlying
information or technology, nor any direct product thereof, may be downloaded or
otherwise exported or reexported (i) into (or to a national or resident of)
Cuba, Iraq, Libya, the countries of the former Yugoslavia, North Korea, Iran,
Syria or any other country to which the U.S. has embargoed goods; or (ii) to
anyone on the U.S. Treasury Department's List of Specially Designated Nationals
or the U.S. Commerce Department's Table of Denial Orders. You further represent
and warrant that You are not located in, under the control of, or a national or
resident of any such country or on any such list.
U.S. Government Restricted Rights. The Software is provided with RESTRICTED
RIGHTS. The use, duplication, or disclosure by the Government is subject to
restrictions as set forth in subdivision (c)(1)(ii) of The Rights in Technical
Data and Computer Software clause at
52.227-7013. The contractor/ manufacturer of this Software is LITRONIC, INC.,
0000 XXXX XXXXXX, XXXXX 0000, XXXXXX, XXXXXXXXXX 00000.
Confidential Information.
(a) You hereby agree that You will keep confidential any information or data
("Confidential Information") obtained from Licensor in connection with this
Agreement and shall not divulge the same to any third parties, except for: (i)
Information which, at the time of disclosure, had been previously made public;
(ii) Information which is made public after disclosure to You, unless such
disclosure is a breach of this or any other agreement; (iii) Information which,
prior to disclosure to You, was already in Your possession; or (iv) Information
which, subsequent to disclosure, was obtained by You from a third party who was
lawfully in possession of such information and was not in violation of any
contractual, legal or fiduciary obligation to Litronic or any Litronic's
supplier.
(b) All Confidential Information shall remain the sole property of Litronic. You
shall have no implied licenses or other rights in the Confidential Information
not specifically granted herein. You shall not disclose the Confidential
Information to anyone other than employees and contractors with a demonstrable
need to know, who have a binding, written, confidentiality obligation to You to
protect such Confidential Information against unauthorized disclosure or use.
You shall take all reasonable precautions to prevent unauthorized use or
disclosure of the Confidential Information.
(c) You acknowledge that any unauthorized use or disclosure of the Confidential
Information would cause irreparable harm to Litronic.
(d) Upon termination of this Agreement, You shall destroy all Confidential
Information immediately.
(e) These provisions shall survive for a period of three (3) years from the date
of termination of this Agreement.
No Waiver or Assignment. No delay or failure to take action under this License
will constitute a waiver unless expressly waived in writing, signed by a duly
authorized representative of Litronic, and no single waiver will constitute a
continuing or subsequent waiver. This License may not be assigned, sublicensed
or otherwise transferred by Licensee, by operation of law or otherwise.
Entire Agreement. This License constitutes the entire agreement between the
parties with respect to the use of the Software, and supersedes all prior or
contemporaneous understandings or agreements, written or oral, regarding such
subject matter. Any additional or different terms or conditions proposed by You
are hereby rejected and shall be of no force and effect unless expressly agreed
to in writing by Litronic. No amendment to or modification of this License will
be binding unless in writing and signed by a duly authorized representative of
Litronic.
General Provisions. This Agreement will be governed by the laws of the State of
California, as applied to agreements entered into and to be performed entirely
within California between California residents. The application of the United
Nations Convention for Contracts for the International Sale of Goods is hereby
expressly excluded. If any provisions of this Agreement shall be held by any
court of competent jurisdiction to be contrary to law, that provision will be
enforced to the maximum extent permissible, and the remaining provisions of this
Agreement will remain in full force and effect.
Should you have any questions concerning this Agreement, please contact us by
email: xxxxx@xxxxxxxx.xxx
