Tait TM9356 User Manual page 40

11.3. ASSIGNMENTS AND SUBCONTRACT-
ING. Tait may assign its rights or subcontract
its obligations under this Agreement, or
encumber or sell its rights in any Software,
without prior notice to, or consent of,
Licensee.
11.4. GOVERNING LAW. This Agreement
shall be subject to and construed in accor-
dance with New Zealand law and disputes
between the parties concerning the provi-
sions hereof shall be determined by the New
Zealand Courts of Law. Provided however
Tait may at its election bring proceedings for
breach of the terms hereof or for the enforce-
ment of any judgment in relation to a breach
of the terms hereof in any jurisdiction Tait
considers fit for the purpose of ensuring
compliance with the terms hereof or obtain-
ing relief for breach of the terms hereof.
11.5. THIRD-PARTY BENEFICIARIES. This
Agreement is entered into solely for the
benefit of Tait and Licensee. No third party
has the right to make any claim or assert any
right under this Agreement, and no third
party is deemed a beneficiary of this Agree-
ment. Notwithstanding the foregoing, any
licensor or supplier of third-party software
included in the Software will be a direct and
intended third-party beneficiary of this
Agreement.
11.6. SURVIVAL. Sections 4, 5, 6.3, 7, 8, 9,
10, and 11 survive the termination of this
Agreement.
11.7. ORDER OF PRECEDENCE. In the event
of inconsistencies between this Agreement
and any other Agreement between the
parties, the parties agree that, with respect
to the specific subject matter of this Agree-
ment, this Agreement prevails.
11.8 SECURITY. Tait uses reasonable means
in the design and writing of its own Software
and the acquisition of third-party Software in
order to limit Security Vulnerabilities. While
no software can be guaranteed to be free
from Security Vulnerabilities, if a Security
Vulnerability is discovered, Tait will take the
steps specified in Section 6 of this Agree-
ment.
11.9 EXPORT. Licensee will not transfer,
directly or indirectly, any Designated Product,
Documentation or Software furnished here-
under or the direct product of such Documen-
tation or Software to any country for which
New Zealand or any other applicable country
requires an export license or other govern-
mental approval without first obtaining such
license or approval.
11.10 SEVERABILITY. In the event that any
part or parts of this Agreement shall be held
illegal or null and void by any court or admin-
istrative body of competent jurisdiction, such
determination shall not affect the remaining
terms which shall remain in full force and
effect as if such part or parts held to be ille-
gal or void had not been included in this
Agreement. Tait may replace the invalid or
unenforceable provision with a valid and
enforceable provision that achieves the origi-
nal intent and economic effect of this Agree-
ment.
11.11 CONSUMER GUARANTEES. Licensee
acknowledges that the licenses supplied in
terms of this agreement are supplied to
Licensee in business, and that the guarantees
and other provisions of prevailing consumer
protection legislation shall not apply.
11.12 WHOLE AGREEMENT. Licensee
acknowledges that it has read this Agree-
ment, understands it and agrees to be bound
by its terms and conditions. Licensee also
agrees that, subject only to the express terms
of any other agreement between Tait and
Licensee to the contrary, this is the complete
and exclusive statement of the Agreement
between it and Tait in relation to the Soft-
ware. This Agreement supersedes any
proposal or prior agreement, oral or written,
and any other communications between
Licensee and Tait relating to the Software
and the Designated Products.
Tait general software licence agreement 40