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J1939 Documentation
Version 4.16.00
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This source code agreement (hereinafter - "Agreement") is made between MicroControl GmbH & Co. KG, Junkersring 23, 53844 Troisdorf, Germany (hereinafter - "MicroControl") and you, the customer (hereinafter - "Licensee"). MicroControl and Licensee agree as follows:
1.1 For purposes of this Agreement, the following definitions shall apply:
(a) "Software" shall mean the particular Software product purchased by Licensee from MicroControl.
(b) "Source Code" shall include computer programming code or any computer instructions necessary to compile the Software.
(c) "Derivative Works" means any software programs which are developed by Licensee and which incorporate or contain modifications of any part of Source Code, and including any revision, modification, translation (including compilation or recapitulation by computer), abridgment, condensation, expansion or any other form in which Source Code , may be recast, transformed or adapted.
(d) "Purpose" means the creation of bug-fixes, corrections, enhancements, revisions, modifications and adaptations of Source Code and addition of new user interfaces, features and functionality to the Software.
2.1 By completing this Agreement and subject to the restrictions and consideration stated below, MicroControl grants Licensee a non-exclusive, non-transferable, perpetual right to:
(a) use and reproduce as many copies of the Source Code as are reasonably necessary only for the purpose of exercising the rights granted under this Agreement;
(b) modify and create Derivative Works of the Source Code for the Purpose;
(c) use, reproduce, have reproduced, sell (via sub-license), distribute (via sub-license), perform or otherwise transfer (via sub-license), directly or through distributors or resellers, Derivative Works, only in object code format, that are consistent with the Purpose and subject to the reporting and audit provisions of the Agreement.
2.2 No right is granted to Licensee hereunder to permit, authorize, license or sub-license any third party to view or use the Source Code.
2.3 No right is granted to Licensee hereunder to permit, authorize, license or sub-license any company branches or company subsidiary to view or use the Source Code.
2.4 No right is granted to Licensee hereunder to sell, distribute, make available, publish or otherwise transfer the Source Code except as provided in section 2.1 above.
2.5 Licensee shall not use the Source Code for anything other than its intended, legitimate, and legal purpose.
2.6 Licensee shall not employ Source Code in any way that competes either directly or indirectly with MicroControl including but not limited to creation of Derivative Works that compete either directly or indirectly with Software.
2.7 Licensee shall not use the Source Code in any manner not specifically permitted under this Agreement.
2.8 No right is granted under any patents, copyrights, trade secrets, trademarks or other proprietary rights of MicroControl, except as expressly granted herein.
2.9 The terms of this Agreement entitles Licensee to receive support and maintenance services from MicroControl with respect to the Source Code for one year after date of purchase.
3.1 MicroControl maintains title and ownership of all copyright interests in the Source Code.
4.1 Each party will protect the other's Confidential Information from unauthorized dissemination and use the same degree of care that such party uses to protect its own like information, but in no event less than a reasonable degree of care. Neither party will disclose to third parties the other's Confidential Information without the prior written consent of the other party. Neither party will use the other's Confidential Information for purposes other than those necessary to directly further the purposes of this Agreement. Notwithstanding the foregoing, either party may use or disclose Confidential Information to the extent such party is legally compelled to disclose such Confidential Information provided, however, that prior to any such compelled disclosure, the disclosing party will notify the non-disclosing party and will cooperate fully with the non-disclosing party in protecting against any such disclosure and/or obtaining a protective order narrowing the scope of such disclosure and/or use of the Confidential Information. The parties agree that any breach of this Section would cause irreparable harm to the disclosing party for which monetary damages would not be adequate and therefore, the parties agree that in the event of a breach of this Section 4.1, the disclosing party shall be entitled to equitable relief in addition to any remedies it may have hereunder or at law.
4.2 In additional to the provisions of Section 4.1 above, Licensee acknowledges that the Source Code (and to the extent containing MicroControl trade secrets, the Licensee Derivative Works) constitutes a valuable asset of MicroControl and therefore agrees that only the following Licensee employees shall have access to the Source Code and the source code to the Licensee Derivative Works: those employees:
(a) employees who have a need for such access to accomplish the purposes of the distribution rights and license grants specified in Section 2 above; and
(b) with whom Licensee has a legally enforceable obligation that precludes disclosure of third-party proprietary information and is otherwise sufficient to enable Licensee to comply with all the provisions of this Agreement. Licensee shall not grant any other individual or entity access to the Source Code.
4.3 Licensee shall implement reasonable security measures to prevent unauthorized use or disclosure of Source Code. Licensee agrees to segregate all Source Code and Confidential Information from its own confidential information and from the confidential information of others in order to prevent commingling.
4.4 Each party agrees to take appropriate action by instruction, agreement or otherwise with its employees, agents and contractors allowed access to the Confidential Information to satisfy its obligations under this Section 4.
5.1 To the maximum extent permitted by applicable law, MicroControl shall not be liable to Licensee for any incidental, consequential, special, punitive or indirect damages, including without limitation, damages for loss of profits, business opportunity, data or use, incurred by Licensee or any third party, even if it has been advised of the possibility of such damages.
6.1 MicroControl warrants that it has all right, power and authority to enter into this Agreement and to grant the licenses granted hereunder.
6.2 Except as set forth in section 6.1 above, MicroControl makes no representations or warranties with respect to the Source Code. All express or implied representations and warranties, including without limitation any implied warranty of merchantability, of fitness for a particular purpose, of reliability or availability, of accuracy or completeness of responses, of results, of workmanlike effort, of lack of viruses, and of lack of negligence, is hereby expressly disclaimed. Licensee specifically acknowledges that the Source Code is provided "as is" and may have bugs, errors, defects or deficiencies.
7.1 Licensee agrees to defend, indemnify and hold harmless MicroControl from and against any damages, costs and expenses (including, without limitation, reasonable attorneys fees and costs) arising from or relating to any third party claims, actions or demands that the sale, distribution or other transfer of any Derivative Works by Licensee or its distributors or resellers infringes the intellectual property rights of any third party.
8.1 This Agreement is in effect so long as Licensee holds any copy of the Source Code on any Licensee computer or storage media either onsite or offsite.
8.2 Upon termination or expiration of this Agreement for any reason whatsoever, Licensee shall immediately:
(a) cease all use of Product Source Code;
(b) make all reasonable effort to destroy and/or remove all copies of Source Code from Licensee computers and storage media; and
(c) return all Software, Source Code, Documentation, Confidential Information, and the source code to all Licensee Derivative Works and all related materials and copies thereof to MicroControl. In addition to the foregoing, Licensee agrees that it shall not, following termination of this Agreement, act in any way to damage the reputation or goodwill of MicroControl or any Software, Licensee Derivative Work or other product.
8.3 Except as otherwise expressly provided herein, upon the expiration or termination of this Agreement Licensee shall not be entitled to, and to the fullest extent permitted by law waives, any statutorily prescribed or other compensation, reimbursement or damages for loss of goodwill, clientele, prospective profits, investments or anticipated sales or commitments of any kind.
9.1 Assignment and Effect: This Agreement shall inure to the benefit of and be binding upon both parties, as well as their employees, employers, agents, parents, subsidiaries, representatives, licensees, and assigns.
9.2 Modifications: There will be no modifications, alterations, or amendments to this Agreement, unless both parties agree in writing.
9.3 Governing Law: This Agreement shall be governed by and construed under the laws of the Federal Republic of Germany.
9.4 Jurisdiction and Venue: Should any dispute arise under the terms of this Agreement, such dispute will finally be solved under the procedure established by the laws of the Federal Republic of Germany in the German court according to the place of domicile of MicroControl.
9.5 Transfer of Rights: Without prejudice to any other rights, MicroControl shall have the right to transfer any rights and/or obligations hereunder to any third party.
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