User's Manual

X2 and XR300 Series Notices and Regulatory Guide
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3.5 Exclusions. SOME JURISDICTIONS DO NOT PERMIT THE LIMITATIONS OF LIABILITY AND LIMITED
WARRANTIES SET FORTH UNDER THIS AGREEMENT. IN THE EVENT YOU ARE LOCATED IN ANY
SUCH JURISDICTION, THE FOREGOING LIMITATIONS SHALL APPLY ONLY TO THE MAXIMUM
EXTENT PERMITTED IN SUCH JURISDICTIONS. IN NO EVENT SHALL THE FOREGOING EXCLUSIONS
AND LIMITATIONS ON DAMAGES BE DEEMED TO APPLY TO ANY LIABILITY BASED ON FRAUD,
WILLFUL MISCONDUCT, GROSS NEGLIGENCE OR PERSONAL INJURY OR DEATH.
4.0 CONFIDENTIAL INFORMATION
4.1 Generally. The Software (and its accompanying Documentation) constitutes Licensor's and its suppliers'
proprietary and confidential information and contains valuable trade secrets of Licensor and its suppliers
(“Confidential Information”). Customer shall protect the secrecy of the Confidential Information to the same
extent it protects its other valuable, proprietary and confidential information of a similar nature but in no event
shall Customer use less than reasonable care to maintain the secrecy of the Confidential Information.
Customer shall not use the Confidential Information except to exercise its rights or perform its obligations as
set forth under this Agreement. Customer shall not disclose such Confidential Information to any third party
other than subject to non-use and non-disclosure obligations at least as protective of a party's right in such
Confidential Information as those set forth herein.
4.2 Return of Materials. Customer agrees to (i) destroy all Confidential Information (including deleting any and all
copies contained on any of Customer's Designated Hardware or the Product) within fifteen (15) days of the
date of termination of this Agreement or (ii) if requested by Licensor, return, any Confidential Information to
Licensor within thirty (30) days of Licensor's written request.
5.0 TERM AND TERMINATION
5.1 Term. Subject to Section 5.2 below, this Agreement will take effect on the Effective Date and will remain in force
until terminated in accordance with this Agreement.
5.2 Termination Events. This Agreement may be terminated immediately upon written notice by either party
under any of the following conditions:
(a) If the other party has failed to cure a breach of any material term or condition under the Agreement within
thirty (30) days after receipt of notice from the other party; or
(b) Either party ceases to carry on business as a going concern, either party becomes the object of the institution
of voluntary or involuntary proceedings in bankruptcy or liquidation, which proceeding is not dismissed
within ninety (90) days, or a receiver is appointed with respect to a substantial part of its assets.
5.3 Effect of Termination.
(a) Upon termination of this Agreement, in whole or in part, Customer shall pay Licensor for all amounts
owed up to the effective date of termination. Termination of this Agreement shall not constitute a waiver
for any amounts due.
(b) The following Sections shall survive the termination of this Agreement for any reason: Sections 1, 2.2, 2.4,
3, 4, 5.3, and 6.
(c) No later than thirty (30) days after the date of termination of this Agreement by Licensor, Customer shall
upon Licensor's instructions either return the Software and all copies thereof; all Documentation relating
thereto in its possession that is in tangible form or destroy the same (including any copies thereof
contained on Customer's Designated Hardware). Customer shall furnish Licensor with a certificate signed
by an executive officer of Customer verifying that the same has been done.