Dell SMA 200 Administration Manual page 503

products. Notwithstanding anything otherwise set forth in this Agreement, the terms and restrictions set
forth herein shall not prevent or restrict Customer from exercising additional or different rights to any
open source software that may be contained in or provided with the Products in accordance with the
applicable open source licenses. Customer may not use any license keys or other license access devices
not provided by Dell, including but not limited to "pirate keys," to install or access the Software.
4 Proprietary Rights. Customer understands and agrees that (i) the Products are protected by copyright
and other intellectual property laws and treaties, (ii) Dell, its Affiliates and/or its suppliers own the
copyright, and other intellectual property rights in the Products, (iii) the Software is licensed, and not
sold, (iv) this Agreement does not grant Customer any rights to Dell's trademarks or service marks, and
(v) Dell reserves any and all rights, implied or otherwise that are not expressly granted to Customer in
this Agreement.
5 Title, Risk of Loss and Delivery. Dell, its Affiliates and/or its suppliers own the title to all Software.
Title and risk of loss to an Appliance shall pass from Dell to Customer upon shipment (unless the
Appliance is rented, leased or loaned to Customer). Delivery of Products shall be by electronic download
or FOB Shipping Point.
6 Payment. Customer agrees to pay to Dell (or, if applicable, the Partner) the fees specified in each Order,
including any applicable shipping fees. Customer will be invoiced promptly following delivery of the
Products or prior to the commencement of any Renewal Maintenance Period and Customer shall make all
payments due to Dell in full within thirty (30) days from the date of each invoice or such other period (if
any) stated in an Signed Order. Dell reserves the right to charge Customer a late penalty of 1.5 percent
of the invoice amount per month (or the maximum rate permitted by law, whichever is the lesser) for
any amounts payable to Dell by Customer that are not subject to a good faith dispute and that remain
unpaid after the due date until such amount is paid.
7 Taxes. The fees stated in an Order may not include taxes. If Dell is required to pay sales, use, property,
value-added or other taxes based on the Products or Maintenance Services provided under this
Agreement or on Customer's use of Products or Maintenance Services, then such taxes shall be billed to
and paid by Customer. This Section does not apply to taxes based on Dell's income.
8 Termination.
This Agreement or the Licenses granted hereunder may be terminated (i) by mutual written agreement
of Dell and Customer or (ii) by either party for a breach of this Agreement by the other party (or its
Service Provider) that the breaching party fails to cure to the non-breaching party's reasonable
satisfaction within thirty (30) days following its receipt of notice of the breach.
Upon termination of this Agreement or expiration or termination of a License for any reason, all rights
granted to Customer for the applicable Software shall immediately cease and Customer shall
immediately: (i) cease using the applicable Software and Documentation, (ii) remove all copies,
installations, and instances of the applicable Software from all Customer computers and any other
devices on which the Software was installed, and ensure that all applicable Service Providers and Clients
do the same, (iii) return the applicable Software to Dell together with all Documentation and other
materials associated with the Software and all copies of any of the foregoing, or destroy such items, (iv)
cease using the Maintenance Services associated with the applicable Software, (v) pay Dell or the
applicable Partner all amounts due and payable up to the date of termination, and (vi) give Dell a
written certification, within ten (10) days, that Customer, its Service Providers and Clients, as
applicable, have complied with all of the foregoing obligations.
9 Survival. Any provision of this Agreement that requires or contemplates execution after (i) termination
of this Agreement, (ii) a termination or expiration of a License, or (iii) the expiration of a SaaS Term, is
enforceable against the other party and their respective successors and assignees notwithstanding such
termination, including, without limitation, the Restrictions, Payment, Taxes, Termination, Survival,
Warranty Disclaimer, Infringement Indemnity, Limitation of Liability, Confidential Information,
Compliance Verification, and General Sections of this Agreement. Termination of this Agreement or a
License shall be without prejudice to any other remedies that the terminating party may have under law,
subject to the limitations and exclusions set forth in this Agreement.
10 Export. Customer acknowledges that the Products and Maintenance Services are subject to the export
control laws, rules, regulations, restrictions and national security controls of the United States and other
applicable foreign agencies (the "Export Controls") and agrees to abide by the Export Controls.
Customer hereby agrees to use the Products and Maintenance Services in accordance with the Export
Controls, and shall not export, re-export, sell, lease or otherwise transfer the Products or any copy,
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