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| 1. |
RECITALS. To enable
the Customer to operate Software supplied by Glenayre Electronics, Inc.
("GEI") to the Customer, GEI wishes to grant to the Customer and the Customer
wishes to acquire from GEI a non-exclusive, non-transferable right to use
computer software in object code form only, to practice inventions protected
by issued patents or pending applications, and to use materials, subject
to the provisions of this License Agreement. The Software Licenses, the
Documentation Licenses and the Patent Licenses granted by GEI under this
License Agreement are referred to collectively as the "Licenses". |
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| 2. |
SOFTWARE LICENSES.
GEI grants to the Customer a non-exclusive, non-transferable license or
sublicense to use, in object code form only, the Software for the Customer's
own internal data processing computing and related needs (the "Software
Licenses"). The Software Licenses are effective upon installation of the
Software and/or the Equipment and are specifically limited to the number
of licenses for which license fees have been paid to GEI by Customer and
to the Customer's use of the Software on the applicable piece of Customer's
Equipment located on Customer's Premises and on which the Software was originally
installed. The Software Licenses do not include any rights with respect
to the source code form of the Software. |
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| 3. |
DOCUMENTATION LICENSES.
GEI may provide the Customer with materials, including drawings, diagrams,
specifications, documentation, training manuals and user manuals, for the
use and servicing of the Equipment and the Software (the "Documentation").
GEI licenses or sublicenses the Customer the non-exclusive right to use
the GEI-owned Documentation and any third party-owned Documentation provided
to Customer by GEI, provided that the Documentation are used in conjunction
with the use and servicing of Equipment and Software (the "Documentation
Licenses"). GEI and the third parties reserve all rights in their respective
Documentation. |
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| 4. |
NO TRANSFER OF SOFTWARE
OR DOCUMENTATION. The Customer shall not assign, transfer or sublicense
the Software or the Documentation, whether separately or as part of an equipment
sale, without GEI's prior written consent. |
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| 5. |
ACKNOWLEDGMENT OF
PATENT RIGHTS. The Customer acknowledges that various components of the
Equipment and Software are the subject of one or more GEI patents or pending
patent applications or third party patents or pending patent applications
under which GEI is licensed. The Customer may not remove or obscure any
copyright, patent, trademark, trade secret or similar notice affixed to
any Software or Equipment. |
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| 6. |
LIMITED, NON-EXCLUSIVE
LICENSE UNDER PATENTS. GEI grants the Customer a non-exclusive right (the
"Patent License") to practice the inventions protected by GEI's patents
or pending patent applications or third party patents or pending patent
applications that are embodied in either the Equipment or Software. |
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| 7. |
TERMINATION OF LICENSES.
The Licenses shall terminate if: (a) the equipment containing the Software
or Software is moved by the Customer from the Customer Premises; (b) the
equipment containing the Software is sold; or (c) the Software is no longer
used in connection with the equipment. |
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| 8. |
PROPRIETARY INFORMATION
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8.1 |
"Proprietary Information"
means any scientific, technical or business information relating to GEI's
products or business that is valuable to GEI and not generally known to
those outside GEI, or relating to the third party's products or business
that is valuable to the third party and not generally known to those outside
the third party. |
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8.2 |
The Customer acknowledges
that: (a) the Software and all materials supplied in connection with the
Software, including flow charts, object code and input data formats, contained
Proprietary Information that has been developed by GEI or third parties
at great expense and considerable effort of skilled professions, and is
entrusted by GEI to the Customer under this License Agreement for use only
as specifically set out in this License Agreement; (b) to carry out the
terms and conditions of this License Agreement, GEI may have to disclose
to the Customer certain Proprietary Information; and (c) GEI and the third
parties claim and reserve all rights in the Software, and all materials
supplied or produced in connection with the Software, as an unpublished
copyrighted work. |
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8.3 |
The Customer acknowledges
the Proprietary Information has substantial value and that any use or disclosure
of Proprietary Information by the Customer or its personnel in a manner
not authorized by this License Agreement would likely cause GEI and the
third parties irreparable damage that could not be fully remedied by monetary
damages. So, the Customer: (a) shall maintain all Proprietary Information
in strict confidence and shall neither use, copy or disclose, nor permit
any Customer personnel to use, copy or disclose, the Proprietary Information
for any purpose not specifically authorized under this License Agreement;
(b) shall ensure that the Software and all copies of it and Documentation,
when not in use, are kept in a secure place, subject to restricted access
only by those persons authorized to use and maintain the Equipment and Software;
(c) shall not decode, reverse engineer, reprint, transcribe or reproduce
(other than a single archival copy of the Software), in whole or in part,
the Software and Documentation, without GEI's prior written consent; (d)
shall not in any way modify or enhance the Software without GEI's prior
written consent; (e) shall not assign, timeshare or rent the Software; and
(f) grants to GEI the right to obtain injunctive or other equitable relief
from a court of competent jurisdiction to prevent unauthorized or unlawful
action. |
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8.4 |
Except as more
specifically limited by the terms applicable to Third Party Software, the
Customer may make a reasonable number of copies of the object code version
of the Software for backup purposes only. |
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8.5 |
The Customer's
rights under this License Agreement shall terminate upon breach of any of
the provisions set out in Section 8. The provisions of Paragraph 8.3 shall
survive termination of this License Agreement. The Customer shall promptly
return all copies of the Proprietary Information, including the Software
and all Documentation provided for the Software, if: (a) this License Agreement
is terminated for any reason; or (b) the Customer ceases control, possession
or use of the equipment containing the Software, the Software or the Documentation.
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8.6 |
To assist GEI in the protection
of the proprietary rights of GEI and the third parties, the Customer shall
permit representatives of GEI to enter the Customer's premises and inspect
the Equipment and Software and audit the relevant records at any reasonable
time.
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