Table of Contents
Advertisement
11. EXPORT RESTRICTIONS: Customer shall obtain all licenses, permits and approvals required by any government and shall comply with all
applicable laws, rules, policies and procedures of the applicable government and other competent authorities. Customer will indemnify and hold
JDSU harmless for any violation or alleged violation by Customer of such laws, rules, policies or procedures. Customer shall not transmit, export
or re-export, directly or indirectly, separately or as part of any system, the Products or any technical data (including processes and services)
received from JDSU, without first obtaining any licence required by the applicable government, including without limitation, the United States
Government and/or any other applicable competent authority. Customer also certifies that none of the products or technical data supplied by
JDSU under this Agreement will be sold or otherwise transferred to, or made available for use by or for, any entity that is engaged in the design,
development, production or use of nuclear, biological or chemical weapons or missile technology.
12. RIGHTS IN INTELLECTUAL PROPERTY AND TOOLING: All right, title and interest in and to any inventions, discoveries, improvements,
methods, ideas, computer and other apparatus programs and related documentation, other works of authorship fixed in any tangible medium of
expression, mask works, or other forms of intellectual property, whether or not subject to statutory protection, which are made, created, devel-
oped, written, conceived or first reduced to practice by JDSU solely, jointly or on its behalf, in the course of, arising out of, or as a result of work
performed under an order, and any related tooling, set-up, fitting-up and preparation charges whether or not invoiced, shall belong to and be the
sole and exclusive property of JDSU. Customer agrees not to reverse engineer all or any portion of any Product nor allow or assist others to do
so. Customer agrees not to remove, alter, erase, deface or cover over any markings on the Product or its packaging.
13 GENERAL TERMS:
13.1 The validity, interpretation and performance of this Agreement shall be governed by and construed under the applicable laws of the State of
New York and the United States of America, as if performed wholly within the state and without giving effect to the principles of conflict of laws.
The parties specifically disclaim the application of the United Nations Convention on Contracts for the International Sale of Goods. JDSU and
Customer hereby irrevocably and unconditionally submit to the courts of the State of New York and all courts competent to hear appeal there-
from.
13.2 JDSU shall not be liable for any delay or failure in performance whatsoever due to acts of God, earthquakes, shortage of supplies, transpor-
tation difficulties, labor disputes, riots, war, fire, explosion, epidemics, or other occurrences beyond JDSU's reasonable control or due to unfore-
seen circumstances.
13.3 Waiver by JDSU of any provision herein must be in writing and shall not be deemed to be a waiver of such provision in the future or of any
other provision.
13.4 Customer shall hold confidential and shall not use, disclose or permit others to use any confidential information identified as such in writing
or orally by JDSU or information which Customer knows or ought to reasonably know is confidential, proprietary or trade secret information of
JDSU, including, without limitation, trade secrets embodied in Products.
13.5 Neither this Agreement nor any rights under this Agreement, other than monies due or to become due, shall be assigned or otherwise trans-
ferred by Customer (by operation of law or otherwise) without the prior written consent of JDSU. This Agreement shall bind and inure to the ben-
efit of the successors and permitted assigns of the parties.
13.6 In the event that any of the terms of this Agreement, apart from payment, become or are declared to be illegal by any court of competent
jurisdiction, such terms shall be null and void and shall be deemed deleted from this Agreement, but only to the extent that such term is illegal, it
being the intent and agreement of the parties that the Agreement shall be deemed amended by modifying such term to the extent necessary to
make it legal while preserving its intent or, if that is not possible, by substituting therefor another term that is legal and achieves the same objec-
tive. All remaining terms of this Agreement shall remain in full force and effect.
13.7 Neither party has the right or authority to, and shall not, assume or create any obligation of any nature whatsoever on behalf of the other
party or bind the other party in any respect whatsoever.
13.8 JDSU neither assumes nor authorizes any third party, person or entity to assume or accept any liability or obligation, or to make any com-
mitment for JDSU with regard to JDSU services or the Products.
13.9 This Agreement constitutes the entire agreement between the parties hereto concerning the subject matter of this Agreement, apart from
existing non-disclosure agreements, and there are no understandings, agreements, representations, conditions, warranties, or other terms,
express or implied, which are not specified herein. This Agreement may only be modified by a written document executed by authorized
representatives of JDSU and Customer.
Advertisement
Table of Contents
