Alteon Article 3 - Confidentiality of Software
Usage License Agreement 3.1 The Licensee acknowledges that the Software and the
for Computer Based Training (CBT)
Granted to:
Licensee
Granted by:
Alteon – A Boeing Company
1301 SW 16th Street, Bldg. 25-01
Renton, WA 98055
USA
(hereinafter referred to as “Alteon”)
Article 1 - License
1.1 Alteon grants to Licensee only, who accepts, a personal,
perpetual, non-transferable and non-exclusive right to use the
Software for its own internal purposes only. The Software
may be used at any Licensee location, including employee
homes, to train Licensee’s employees. The Software may not
be accessed, transferred or distributed to, or used by any
other person, entity, company, organization, subsidiary,
affiliate, parent or subcontractor.
1.2 The License described in Paragraph 1.1 also includes the
right to reproduce the Software for the Licensee’s use for its
own internal purposes, on the condition, however, that the
Software be reproduced in full and without omitting or
modifying any copyright, ownership or confidentiality notices
inserted in, or affixed to, the Software.
1.3 The License granted by this Agreement extends only to
the Licensee and not to any other person, firm, partnership or
corporation, even if such may constitute a subsidiary or an
affiliate of the Licensee.
1.4 Licensee shall be responsible for the security of the
Software. Licensee shall prevent the unauthorized use of the
Software. Licensee may not modify, reverse engineer,
decompile, disassemble, or repurpose all or any part of the
Software.
1.5 All hardware components and operating system must be
procured and serviced by Licensee.
1.6 Licensee represents and warrants to Alteon that the
Software will not be provided, exported, or reexported to any
individual or business (i) from Afghanistan, UNITA (Angola),
Cuba, Iran, Iraq, Libya, North Korea, Sudan, Syria, or any
other country to which the United States maintains an
embargo or (ii) listed on the U.S. Department of Treasury's
List of "Specially Designated Nationals and Blocked Persons".
Licensee further represents and warrants that it is not under
the control of, or a national or resident of, any embargoed
country or a designated national of any of those countries.
Licensee agrees to assume sole responsibility for and
indemnify and hold Alteon harmless from any violations of the
provisions in this paragraph.
Article 2 - Ownership of Software
2.1 Notwithstanding any other provision of this Agreement, all
ownership rights relating to the Software, including copyright
and other property rights, shall remain with Alteon and will not
pass to the Licensee. The Licensee does not acquire any right
to the Software, except the right to use and reproduce the
same strictly in accordance with the provisions of this
Agreement.
2.2 The Licensee does not acquire any interests or rights in
or to the ideas, concepts, know-how and techniques included
in the Software except the right to use and reproduce the
Software strictly in accordance with the provisions of this
Agreement.
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whole of the ideas, concepts, know-how and techniques
contained therein (hereinafter collectively referred to as the
“Confidential Information”) are trade secrets which have
required substantial efforts to create and improve.
3.2 The Licensee hereby undertakes to hold the Confidential
Information in confidence and not to disclose it under any
form whatsoever except to those of its employees who have a
need to use same in the normal course of their work and who
have agreed to abide by the provisions of this Agreement.
3.3 The Licensee undertakes to notify Alteon without delay, in
writing, of the existence of any unauthorized knowledge,
possession or use of the Confidential Information, in whole or
in part, by any person, and of the circumstances surrounding
such unauthorized knowledge, possession or use and to
cooperate with Alteon to stop such unauthorized knowledge,
possession or use.
3.4 The Licensee undertakes to take all other measures
deemed necessary or useful to maintain in confidence and
protect the Confidential Information from access by any
person not authorized to do so under this Agreement.
Article 4 - Limited Warranties
4.1 Alteon warrants that for a period of three (3) months
following shipment of the Software, the Software, when duly
installed and properly used, will conform to the specifications
set forth in the Proposal. If not, Alteon will take such
measures as it deems necessary to correct such deficiencies.
Alteon does not offer any other warranty with respect to the
Software. Without limiting the generality of the foregoing,
Alteon makes no representation nor warranty with respect to
the characteristics of execution of the Software, nor that the
functions contained in the Software will satisfy all the needs of
the Licensee or that the operation of the Software will always
be error-free or uninterrupted or that all programming errors in
the Software may be detected or corrected.
4.2 The above warranty shall not apply: (i) if there is any
modification of the Software, (ii) if the Software is not properly
installed, or (iii) in cases of any misuse of the Software.
Alteon may, if it so desire, nevertheless provide support
services at its consulting services rates then in force.
4.3 Licensee acknowledges and agrees that it will be
Licensee’s sole responsibility to ascertain that the Software is
correct and appropriate for the intended training purpose.
4.4 Licensee is the only party responsible for use of the
Software for its activities. The Licensee undertakes to put in
effect the necessary verification controls and operating
methods to satisfy its needs with respect to error detection,
security, back-up and restart in case of failure or destruction of
the Software or of the Licensee’s files and data, and Alteon
assumes no liability with respect thereto.
Article 5 - Limitation of Liability
5.1 In no event will Alteon be liable for any damage, direct,
indirect, consequential, incidental, punitive or the like,
including loss of revenue or profits, failure to realize expected
savings or any other economic loss of any nature whatsoever
resulting from use of the Software, from any service provided
under this Agreement, from any delay in the supply of such
services or from any omission to do so.
5.2 Notwithstanding any other provisions of this Agreement,
the liability of Alteon to the Licensee under any legal theory
will not be higher than the amount paid by the Licensee for the
Software License.
5.3 Except as expressly provided in this Agreement, Licensee
hereby waives, releases and renounces all obligations and
liabilities of Alteon and ALL rights, claims and remedies of
Licensee against Alteon, express or implied, arising by law or
otherwise, with respect to any nonconformance or defect in
the Software, including but not limited to: (a) course of
performance, course of dealing or usage of trade and (b) any Agreement, or (iii) any unauthorized use of the Software.
obligation, liability, right, claim or remedy for loss of use, Licensee agrees that its obligation hereunder shall include
revenue or profit, or for any other direct, incidental or reasonable legal fees, costs and disbursements.
consequential damages no matter what the cause, even if 10.2The provisions of this Article 10 shall survive any
Alteon has been advised or could be charged with foreseeing expiration, cancellation or termination of this Agreement.
the possibility of such damages.
Article 11 - Miscellaneous
Article 6- Termination 11.1 This Agreement shall be governed by the laws of the
6.1 Without prejudice to any other remedies available to it, United States of America.
either party (“the Aggrieved Party”) shall have the right to 11.2 This Agreement constitutes the entire Agreement between
terminate this Agreement by notice in writing to the other (“the the parties and supersedes all previous negotiations,
Defaulting Party”) in the following circumstances: (i) the representations, undertakings and agreements heretofore
breach by the Defaulting Party of any material term of this made between the parties with respect to its subject matter;
Agreement which is not remedied within thirty (30) days after and the rights of the parties hereto shall be governed
receipt of notice from the Aggrieved Party requiring such exclusively by the provisions, terms and conditions hereof,
remedy; or (ii) the Defaulting Party ceases or threatens to unless specified otherwise by the parties in writing.
cease to carry on business or suspends or threatens to
suspend operations or is or becomes unable to pay its debts
or commits any act of insolvency or bankruptcy in any
jurisdiction.
6.2 Upon termination of this Agreement, the Licensee shall
return to Alteon all originals and all reproductions of the
Software and Confidential Information in its possession and
any notes relating thereto. Instead of such return, Alteon may,
at its option, require the Licensee to destroy the original and
all reproductions of such Software, Confidential Information
and any notes relating thereto and to provide to Alteon
satisfactory written evidence of such destruction.
Article 7 - Force Majeure
7.1 Neither party shall be liable or deemed to be in default for
any delay or failure in performance under this Agreement or
interruption of service resulting directly or indirectly from force
majeure, acts of God, civil or military authority, acts of public
enemy, war, riots, civil disturbances, accidents, fire,
explosions, earthquakes, floods, the elements, strikes,
lockouts, labor disturbances, shortages of suitable parts, labor
or transportation, delays caused by suppliers or any other
cause beyond the reasonable control of such party. None of
the foregoing shall affect Licensee’s obligation to pay any
amounts due hereunder.
Article 8 - Notice
8.1 Any notices to be given by one party to the other party
hereunder shall be given in writing either by personal delivery,
or by registered or certified mail, postage prepaid, return
receipt requested, or by facsimile. The date upon which a
notice is received by the addressee shall be deemed to be the
effective date of such notice. Until either party shall designate
a different address, notices shall be transmitted to the parties
at the addresses designated on Page 1 of this Agreement.
Article 9 - Assignment
9.1 Licensee may not assign, transfer or sublicense any
rights or duties under this Agreement or any of the Software to
any party, nor permit any party, not directly employed by
Licensee, to use or have access to the Software. Any
violation of the terms of this Article 9 will result in the
immediate cancellation of this Agreement.
Article 10 - Indemnification
10.1Licensee hereby agrees to defend, indemnify and hold
harmless Alteon, its subsidiaries, affiliates, shareholders,
directors, officers, attorneys, employees, successors, assigns,
and agents from and against all claims, liabilities, rights,
demands, suits, matters, obligations, damages, including but
not limited to damage to any aircraft, bodily injury, death or
property damage, losses, actions or cause of actions, of every
kind and description, in law or equity, whether based in tort,
contract, or any other theory of legal recovery, arising out of (i)
incidents or crashes of any nature involving aircraft controlled
by or utilized by Licensee, (ii) Licensee’s breach of this

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