(a) use the Software and the Documentation for lawful purposes only and must not copy (except making a single copy for the Licensee’s own back-up purposes), reproduce, translate, decompile, reverse-engineer, resell, modify, vary, sub-license or otherwise deal in the Software or the Documentation except:
i as expressly provided for in the Agreement; or
ii to the extent expressly permitted by any law or treaty that is in force in the Territory where that law or treaty cannot be excluded, restricted or modified by the Agreement;
(b) ensure the Software and the Documentation are protected at all times from misuse, damage, destruction or any form of unauthorised use, copying or disclosure;
(c) maintain all proprietary notices on the Software and the Documentation;
(d) not transfer, assign or otherwise deal with or grant a security interest in the Software, the Documentation or the Licensee’s rights under the Agreement;
(e) not challenge the Licensor’s ownership, or the validity, of the Software, the Documentation or any other item or material created or developed by or on behalf of the Licensor under or in connection with the Agreement (including the Intellectual Property Rights in those items); and
(f) notify the Licensor in writing immediately after it becomes aware of any circumstance which may suggest that any person may have unauthorised knowledge, possession or use of the Software or the Documentation.
(a) Intellectual Property that existed prior to the first production transaction Date (Start Date); and
(b) Intellectual Property that was developed independently of the Agreement.
3.2 Software and related IP: From the date of creation or development, the Licensor owns all Intellectual Property Rights in:
(a) the Software and the Documentation; and
(b) any other item or material created, developed or provided by or on behalf of the Licensor under or in connection with the Agreement.
3.3 Feedback: If the Licensee provides the Licensor with ideas, comments or suggestions relating to the Software or the Documentation (together feedback):
(a) all Intellectual Property Rights in that feedback, and anything created as a result of that feedback (including new material enhancements, modifications or derivative works), are owned solely by the Licensor; and
(b) the Licensor may use or disclose any feedback for any purpose.
4.2 Unrecoverable loss: Neither party is liable to the other under or in connection with the Agreement for any:
(a) loss of profit, revenue, savings, business, data and/or goodwill; or
(b) consequential, indirect, incidental or special damage or loss of any kind.
4.3 No liability for other’s failure: Neither party will be responsible, liable, or held to be in breach of the Agreement for any failure to perform its obligations under the Agreement or otherwise, to the extent that the failure is caused by the other party failing to comply with its obligations under the Agreement, or by the negligence or misconduct of the other party or its personnel.
4.4 Mitigation: Each party must take reasonable steps to mitigate any loss or damage, cost, or expense it may suffer or incur arising out of anything done or not done by the other party under or in connection with the Agreement.
(a) starts on the Start Date and ends on the End Date; but
(b) where there is no End Date, continues for successive terms of 12 months from the Start Date unless a party gives at least 30 days’ notice that the Agreement will terminate on the expiry of the then-current term.
5.2 Termination rights:
(a) Either party may, by notice to the other party, immediately terminate the Agreement if the other party:
i breaches any material provision of the Agreement and the breach is not:
▲ remedied within 15 working days of the other party notifying it of the breach; or
▲ capable of being remedied;
ii becomes insolvent, liquidated or bankrupt, has an administrator, receiver, liquidator, statutory manager, mortgagee’s or chargee’s agent appointed, becomes subject to any form of insolvency action or external administration, or ceases to continue business for any reason; or
iii is unable to perform a material obligation under the Agreement for 30 days or more due to Force Majeure.
(b) The Licensor may, by notice to the Licensee, immediately terminate the Agreement if:
i the remedies are exhausted without remedying or settling the IP Claim; or
ii the Licensee fails to pay the fee for the use of the licence.
5.3 Consequences of termination or expiry:
(a) Termination or expiry of the Agreement does not affect either party’s rights and obligations accrued before that termination or expiry.
(b) On termination or expiry of the Agreement, the Licensee must pay all Fees for the rights and services provided prior to that termination or expiry.
(c) Each party must, at the other party’s request following the termination or expiry of the Agreement, return to the other party or destroy all Confidential Information of the other party (including, in the case of the Licensee, the Software and Documentation) in the first party’s possession or control.
5.4 Obligations continuing: Clauses which, by their nature, are intended to survive termination or expiry of the Agreement, including clauses 3 and 5 continue in force.