Enterasys RoamAbout RBT-4102 Installation Manual page 22

Compliances
AUDIT RIGHTS. You hereby acknowledge that the intellectual property rights associated
8.
with the Program are of critical value to Enterasys and, accordingly, You hereby agree
to maintain complete books, records and accounts showing (i) license fees due and paid,
and (ii) the use, copying and deployment of the Program. You also grant to Enterasys and
its authorized representatives, upon reasonable notice, the right to audit and examine
during Your normal business hours, Your books, records, accounts and hardware devices
upon which the Program may be deployed to verify compliance with this Agreement,
including the verification of the license fees due and paid Enterasys and the use, copying
and deployment of the Program. Enterasys' right of examination shall be exercised
reasonably, in good faith and in a manner calculated to not unreasonably interfere with
Your business. In the event such audit discovers non-compliance with this Agreement,
including copies of the Program made, used or deployed in breach of this Agreement, You
shall promptly pay to Enterasys the appropriate license fees. Enterasys reserves the right,
to be exercised in its sole discretion and without prior notice, to terminate this license,
effective immediately, for failure to comply with this Agreement. Upon any such
termination, You shall immediately cease all use of the Program and shall return to
Enterasys the Program and all copies of the Program.
OWNERSHIP. This is a license agreement and not an agreement for sale. You
9.
acknowledge and agree that the Program constitutes trade secrets and/or
copyrighted material of Enterasys and/or its suppliers. You agree to implement
reasonable security measures to protect such trade secrets and copyrighted material.
All right, title and interest in and to the Program shall remain with Enterasys and/or its
suppliers. All rights not specifically granted to You shall be reserved to Enterasys.
10. ENFORCEMENT. You acknowledge and agree that any breach of Sections 2, 4, or
9 of this Agreement by You may cause Enterasys irreparable damage for which
recovery of money damages would be inadequate, and that Enterasys may be
entitled to seek timely injunctive relief to protect Enterasys' rights under this
Agreement in addition to any and all remedies available at law.
11. ASSIGNMENT. You may not assign, transfer or sublicense this Agreement or any of
Your rights or obligations under this Agreement, except that You may assign this
Agreement to any person or entity which acquires substantially all of Your stock or
assets. Enterasys may assign this Agreement in its sole discretion. This Agreement
shall be binding upon and inure to the benefit of the parties, their legal
representatives, permitted transferees, successors and assigns as permitted by this
Agreement. Any attempted assignment, transfer or sublicense in violation of the
terms of this Agreement shall be void and a breach of this Agreement.
12. WAIVER. A waiver by Enterasys of a breach of any of the terms and conditions of
this Agreement must be in writing and will not be construed as a waiver of any
subsequent breach of such term or condition. Enterasys' failure to enforce a term
upon Your breach of such term shall not be construed as a waiver of Your breach or
prevent enforcement on any other occasion.
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