273 lines
16 KiB
HTML
273 lines
16 KiB
HTML
<!DOCTYPE HTML PUBLIC "-//W3C//DTD HTML 3.2//EN">
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<HTML>
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<HEAD>
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<META HTTP-EQUIV="CONTENT-TYPE" CONTENT="text/html; charset=iso-8859-1">
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<TITLE></TITLE>
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<META NAME="GENERATOR" CONTENT="StarOffice 6.0 (Solaris Sparc)">
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<META NAME="CREATED" CONTENT="20010417;9204700">
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<META NAME="CHANGED" CONTENT="20030626;13384500">
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</HEAD>
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<BODY LANG="en-US">
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<P ALIGN=CENTER STYLE="margin-bottom: 0cm"><FONT FACE="Thorndale">Sun
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Doc Check Doclet, Version 1.2 Beta 2 </FONT>
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</P>
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<P ALIGN=CENTER STYLE="margin-bottom: 0cm"><FONT FACE="Thorndale">Pre-Release
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Software Evaluation Agreement</FONT></P>
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<P STYLE="margin-bottom: 0cm"><BR>
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</P>
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<P STYLE="margin-bottom: 0cm"><FONT FACE="Thorndale">SUN
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MICROSYSTEMS, INC. ("SUN") IS WILLING TO LICENSE SUN DOC
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CHECK DOCLET, VERSION 1.2 BETA 2 SOFTWARE TO YOU ("LICENSEE")
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ONLY UPON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS CONTAINED IN
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THIS LICENSE AGREEMENT ("AGREEMENT"). PLEASE READ THE TERMS
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AND CONDITIONS OF THIS LICENSE CAREFULLY. BY INSTALLING THIS
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SOFTWARE, YOU ACCEPT THE TERMS AND CONDITIONS OF THIS LICENSE
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AGREEMENT. IF YOU ARE NOT WILLING TO BE BOUND BY ITS TERMS, SELECT
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THE "DO NOT ACCEPT" BUTTON AT THE BOTTOM OF THIS PAGE AND
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THE INSTALLATION PROCESS WILL NOT CONTINUE. </FONT>
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</P>
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<P STYLE="margin-bottom: 0cm"><FONT FACE="Thorndale">1.0 DEFINITIONS </FONT>
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</P>
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<P STYLE="margin-bottom: 0cm"><FONT FACE="Thorndale">"Licensed
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Software" means the Sun Doc Check Doclet, Version 1.2 Beta 2 in
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source form, any portions of the software code provided in binary
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form, and any user manuals, programming guides and other
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documentation provided to Licensee by Sun under the agreement.</FONT></P>
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<P STYLE="margin-bottom: 0cm"><FONT FACE="Thorndale">1.2 "Derivative
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Product" means: (a) any work or invention, new material,
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information or data which is based in whole or in part upon the
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Licensed Software, including any derivative work, improvement,
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extension, revision, modification, translation, abridgement,
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condensation, expansion, collection, compilation, or any other form
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in which the Licensed Software may be recast, transformed or adapted;
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or (b) any modification, addition, procedure, routine or work-around
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intended to correct any failure of the Licensed Software to perform
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its intended functions or any failure to perform in accordance with
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any accompanying documentation or specifications.</FONT></P>
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<P STYLE="margin-bottom: 0cm"><FONT FACE="Thorndale">2.0 LIMITED
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LICENSE </FONT>
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</P>
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<P STYLE="margin-bottom: 0cm"><FONT FACE="Thorndale">Sun grants to
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Licensee, a non-exclusive, non-transferable, royalty-free and limited
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license to use and modify the Licensed Software internally for the
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purpose of generating documentation for commercial and non-commercial
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use; provided, that Licensee will hold Sun harmless from any
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liability arising from distribution and use of such documentation. No
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license is granted to Licensee for any other purpose. Licensee may
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not sell, rent, loan or otherwise encumber or transfer Licensed
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Software in whole or in part, to any third party.</FONT></P>
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<P STYLE="margin-bottom: 0cm"><FONT FACE="Thorndale">3.0 LICENSE
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RESTRICTIONS </FONT>
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</P>
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<P STYLE="margin-bottom: 0cm"><FONT FACE="Thorndale">3.1 Licensee may
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not duplicate Licensed Software other than for a single copy of
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Licensed Software for archival purposes only. Licensee agrees to
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reproduce any copyright and other proprietary right notices on any
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such copy.</FONT></P>
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<P STYLE="margin-bottom: 0cm"><FONT FACE="Thorndale">3.2 Except as
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otherwise provided by law and Section 2.0, Licensee may not modify or
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create derivative works of the Licensed Software, or reverse
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engineer, disassemble or decompile binary portions of the Licensed
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Software, or otherwise attempt to derive the source code from such
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portions.</FONT></P>
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<P STYLE="margin-bottom: 0cm"><FONT FACE="Thorndale">3.3 No right,
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title, or interest in or to Licensed Software, any trademarks,
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service marks, or trade names of Sun or Sun's licensors is granted
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under this Agreement.</FONT></P>
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<P STYLE="margin-bottom: 0cm"><FONT FACE="Thorndale">3.4 Except as
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provided for in Section 2.0, Licensee shall have no right to use the
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Licensed Software for productive or commercial use.</FONT></P>
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<P STYLE="margin-bottom: 0cm"><FONT FACE="Thorndale"><FONT SIZE=3>3.5
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Sun will retain ownership of Licensed Software, and all copies
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thereof. Sun will own all Derivative Product. Licensee irrevocably
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transfers and assigns to Sun any interest it may have in Derivative
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Products, including without limitation all world­wide
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intellectual property rights and moral rights. Licensee forever
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waives and agrees never to assert any moral rights (including without
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limitation rights of paternity and attribution) or other intellectual
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property rights it may have in Derivative Products, even after
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termination of this Agreement. Licensee will assist Sun in taking any
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actions required for Sun to obtain or perfect intellectual property
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rights in Derivative Products worldwide, as Sun deems reasonably
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appropriate. Licensee will enter into agreements with its employees,
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employees of subsidiaries and contractors who may create Derivative
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Products to ensure the free assignment of the rights granted to Sun
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under this Agreement.</FONT></FONT></P>
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<P STYLE="margin-bottom: 0cm"><FONT FACE="Thorndale">4.0 NO SUPPORT </FONT>
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</P>
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<P STYLE="margin-bottom: 0cm"><FONT FACE="Thorndale">Sun is under no
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obligation to support Licensed Software or to provide Licensee with
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updates or error corrections (collectively "Software Updates").
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If Sun, at its sole option, supplies Software Updates to Licensee,
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the Software Updates will be considered part of Licensed Software,
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and subject to the terms of this Agreement.</FONT></P>
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<P STYLE="margin-bottom: 0cm"><FONT FACE="Thorndale">5.0 LICENSEE
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DUTIES </FONT>
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</P>
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<P STYLE="margin-bottom: 0cm"><FONT FACE="Thorndale">Licensee agrees
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to evaluate and test the Licensed Software for use with Licensee's
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products and to provide feedback to Sun's email address:
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doccheck-feedback@sun.com. Sun shall treat any oral or written
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feedback or results of Licensee's testing of the Licensed Software
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which Licensee provides to Sun as Sun's Confidential Information
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(defined in Section 7 below).</FONT></P>
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<P STYLE="margin-bottom: 0cm"><FONT FACE="Thorndale">6.0 TERM AND
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TERMINATION OF AGREEMENT </FONT>
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</P>
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<P STYLE="margin-bottom: 0cm"><FONT FACE="Thorndale">6.1 This
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Agreement will commence on the date on which Licensee receives
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Licensed Software (the "Effective Date") and will expire
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two (2) years from the Effective Date, unless terminated earlier as
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provided below.</FONT></P>
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<P STYLE="margin-bottom: 0cm"><FONT FACE="Thorndale">6.2 Either party
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may terminate this Agreement upon ten (10) days written notice to the
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other party. However, Sun may terminate this Agreement immediately
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should any Licensed Software become, or in Sun's opinion be likely to
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become, the subject of a claim of infringement of a patent, trade
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secret or copyright.</FONT></P>
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<P STYLE="margin-bottom: 0cm"><FONT FACE="Thorndale">6.3 Sun may
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terminate this Agreement immediately should Licensee materially
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breach any of its provisions or take any action in derogation of
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Sun's rights to the Confidential Information licensed to Licensee.</FONT></P>
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<P STYLE="margin-bottom: 0cm"><FONT FACE="Thorndale">6.4 Upon
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termination or expiration of this Agreement, Licensee will
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immediately cease use of and destroy Licensed Software and Derivative
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Product and any copies thereof and provide Sun a written statement
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certifying that Licensee has complied with the foregoing obligations.</FONT></P>
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<P STYLE="margin-bottom: 0cm"><FONT FACE="Thorndale">6.5 Rights and
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obligations under this Agreement which by their nature should
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survive, will remain in effect after termination or expiration
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hereof.</FONT></P>
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<P STYLE="margin-bottom: 0cm"><FONT FACE="Thorndale">7.0 CONFIDENTIAL
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INFORMATION </FONT>
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</P>
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<P STYLE="margin-bottom: 0cm"><FONT FACE="Thorndale">7.1 For purposes
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of this Agreement, "Confidential Information" means: (i)
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business and technical information and any source code or binary code
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which Sun discloses to Licensee related to Licensed Software; (ii)
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any Derivative Product, and (iii) the terms, conditions, and
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existence of this Agreement. Licensee may not disclose Confidential
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Information or use it except for the purposes specified in this
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Agreement. Licensee will protect the confidentiality of Confidential
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Information to the same degree of care, but no less than reasonable
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care, as Licensee uses to protect its own Confidential Information.
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Licensee's obligations regarding Confidential Information will expire
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no less than five (5) years from the date of receipt of the
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Confidential Information, except for Sun source code which will be
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protected in perpetuity. Licensee agrees that Licensed Software
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contains trade secrets of Sun.</FONT></P>
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<P STYLE="margin-bottom: 0cm"><FONT FACE="Thorndale">7.2
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Notwithstanding any provisions contained in this Agreement concerning
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nondisclosure and non-use of the Confidential Information, the
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nondisclosure obligations of Section 7.1 will not apply to any
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portion of Confidential Information that a Licensee can demonstrate
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in writing is: (i) now, or hereafter through no act or failure to act
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on the part of Licensee becomes, generally known to the general
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public; (ii) known to Licensee at the time of receiving the
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Confidential Information without an obligation of confidentiality;
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(iii) hereafter rightfully furnished to Licensee by a third party
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without restriction on disclosure; or (iv) independently developed by
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Licensee without any use of the Confidential Information.</FONT></P>
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<P STYLE="margin-bottom: 0cm"><FONT FACE="Thorndale">7.3 Licensee
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must restrict access to Confidential Information to its employees or
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contractors with a need for this access to perform their employment
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or contractual obligations and who have agreed in writing to be bound
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by a confidentiality obligation which incorporates the protections
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and restrictions substantially as set forth in this Agreement.</FONT></P>
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<P STYLE="margin-bottom: 0cm"><FONT FACE="Thorndale">8.0 DISCLAIMER
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OF WARRANTY </FONT>
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</P>
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<P STYLE="margin-bottom: 0cm"><FONT FACE="Thorndale">8.1 Licensee
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acknowledges that Licensed Software may contain errors and is not
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designed or intended for use in the design, construction, operation
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or maintenance of any nuclear facility ("High Risk Activities").
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Sun disclaims an express or implied warranty of fitness for such
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uses. Licensee represents and warrants to Sun that it will not use,
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distribute or license the Licensed Software for High Risk Activities.</FONT></P>
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<P STYLE="margin-bottom: 0cm"><FONT FACE="Thorndale">8.2 LICENSED
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SOFTWARE IS PROVIDED "AS IS". ALL EXPRESS OR IMPLIED
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CONDITIONS, REPRESENTATIONS, AND WARRANTIES, INCLUDING ANY IMPLIED
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WARRANTY OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A
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PARTICULAR PURPOSE, OR NON-INFRINGEMENT, ARE DISCLAIMED, EXCEPT TO
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THE EXTENT THAT SUCH DISCLAIMERS ARE HELD TO BE LEGALLY INVALID.</FONT></P>
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<P STYLE="margin-bottom: 0cm; font-weight: medium"><FONT FACE="Thorndale">9.0
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LIMITATION OF LIABILITY </FONT>
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</P>
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<P STYLE="margin-bottom: 0cm"><FONT FACE="Thorndale">9.1 Licensee
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acknowledges that the Licensed Software is experimental. Licensee
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acknowledges that the Licensed Software may have defects or
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deficiencies which cannot or will not be corrected by Sun. Licensee
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will hold Sun harmless from any claims based on Licensee's use of the
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Licensed Software for any purposes other than those in Section 2.0,
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and from any claims that later versions or releases of any Licensed
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Software furnished to Licensee are incompatible with the Licensed
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Software provided to Licensee under this Agreement.</FONT></P>
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<P STYLE="margin-bottom: 0cm"><FONT FACE="Thorndale">9.2 Licensee
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shall have the sole responsibility to protect adequately and backup
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Licensee's data and/or equipment used in connection with the Licensed
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Software. Licensee shall not claim against Sun for lost data, re-run
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time, inaccurate output, work delays or lost profits resulting from
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Licensee' use of the Licensed Software.</FONT></P>
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<P STYLE="margin-bottom: 0cm"><FONT FACE="Thorndale">9.3 Licensee
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acknowledges that Sun is under no obligation to release the Licensed
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Software as a product of Sun.</FONT></P>
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<P STYLE="margin-bottom: 0cm"><FONT FACE="Thorndale">9.4 </FONT><FONT FACE="Thorndale">To
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the extent not prohibited by law, in no event will Sun be liable for
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any indirect, punitive, special, incidental or consequential damage
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in connection with or arising out of this Agreement (including loss
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of business, revenue, profits, use, data or other economic
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advantage), however it arises, whether for breach or in tort, even if
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the other party has been previously advised of the possibility of
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such damage.</FONT></P>
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<P STYLE="margin-bottom: 0cm"><FONT FACE="Thorndale">10.0 U.S.
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GOVERNMENT RIGHTS </FONT>
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</P>
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<P STYLE="margin-bottom: 0cm"><FONT FACE="Thorndale">If Licensed
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Software is being acquired by or on behalf of the U.S. Government or
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by a U.S. Government prime contractor or subcontractor (at any tier),
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then the Government's rights in Software will be only as set forth in
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this Agreement; this is in accordance with 48 CFR 227.7201 through
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227.7202-4 (for Department of Defense (DOD) acquisitions) and with 48
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CFR 2.101 and 12.212 (for non-DOD acquisitions).</FONT></P>
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<P STYLE="margin-bottom: 0cm"><FONT FACE="Thorndale">11.0 GENERAL
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TERMS </FONT>
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</P>
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<P STYLE="margin-bottom: 0cm"><FONT FACE="Thorndale">11.1 Any action
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related to this Agreement will be governed by California law and
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controlling U.S. federal law. The U.N. Convention for the
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International Sale of Goods and the choice of law rules of any
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jurisdiction will not apply.</FONT></P>
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<P STYLE="margin-bottom: 0cm"><FONT FACE="Thorndale">11.2 Licensed
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Software and technical data delivered under this Agreement are
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subject to U.S. export control laws and may be subject to export or
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import regulations in other countries. Licensee agrees to comply
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strictly with all such laws and regulations and acknowledges that it
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has the responsibility to obtain such licenses to export, re-export
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or import as may be required after delivery to Licensee.</FONT></P>
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<P STYLE="margin-bottom: 0cm"><FONT FACE="Thorndale">11.3 It is
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understood and agreed that, notwithstanding any other provision of
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this Agreement, Licensee's breach of the provisions of Section 7 of
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this Agreement will cause Sun irreparable damage for which recovery
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of money damages would be inadequate, and that Sun will therefore be
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entitled to seek timely injunctive relief to protect Sun's rights
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under this Agreement in addition to any and all remedies available at
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law.</FONT></P>
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<P STYLE="margin-bottom: 0cm"><FONT FACE="Thorndale">11.4 Neither
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party may assign or otherwise transfer any of its rights or
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obligations under this Agreement, without the prior written consent
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of the other party, except that Sun may assign this Agreement to an
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affiliated company.</FONT></P>
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<P STYLE="margin-bottom: 0cm"><FONT FACE="Thorndale">11.5 This
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Agreement is the parties' entire agreement relating to its subject
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matter. It supersedes all prior or contemporaneous oral or written
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communications, proposals, conditions, representations and warranties
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and prevails over any conflicting or additional terms of any quote,
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order, acknowledgment, or other communication between the parties
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relating to its subject matter during the term of this Agreement. No
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modification to this Agreement will be binding, unless in writing and
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signed by an authorized representative of each party.</FONT></P>
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<P STYLE="margin-bottom: 0cm"><I><FONT FACE="Thorndale">(LFI#133032/Form
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ID#011801)</FONT></I>
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</P>
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</BODY>
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</HTML>
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