Software License - Cardinal Health Kendall SCD 700 Manual

9 Software License

COVIDIEN LP, acting through its Vascular Therapies business unit (collectively called "COVIDIEN" herein)
own the entire right, title, and interest in and to all of the computer programs and all portions thereof, and
associated documentation (collectively, the "Software") provided to Customer as may be installed in the
Products and equipment addressed herein or provided separately, and it has the sole right to grant licenses
hereunder.
The evaluation allowance herein and any ultimate price paid by Customer for the products incorporating the
Software include as a portion of that evaluation allowance, or price, a license fee granting Customer only the
rights set forth in this Software License. Customer further acknowledges and agrees that the Software is
owned exclusively by COVIDIEN. The Software is licensed to be used on only one computing device or
Product, and a valid license must be purchased for each computing device on which the Software is
installed.
Single User License Grant: COVIDIEN grants to Customer a limited, nonexclusive, non-sublicensable,
nontransferable and revocable license to use the Software, exclusively at Customer's location as identified
by Customer as the ship-to location of the Product, solely in machine-readable object code form only on a
single central processing unit owned or leased by Customer or otherwise embedded in equipment provided
by COVIDIEN, and for the sole purpose of Customer's internal business purpose in the operation of the
Product or equipment purchased from, or other otherwise provided by, COVIDIEN or its affiliates.
Except to the extent expressly authorized in this Software License or by law, Customer shall not and shall
not cause any third party to: (i) decompile, disassemble, or reverse engineer the Software; (ii) modify or
create any derivative works (including, without limitation, translations, transformations, adaptations or other
recast or altered versions) based on the Software, or alter the Software in any way; (iii) merge the Software
with any other software or product not supplied by COVIDIEN; (iv) use, copy, sell, sublicense, lease, rent,
loan, assign, convey or otherwise transfer the Software except as expressly authorized by the Agreement;
(v) distribute, disclose or allow use of the Software, in any format, through any timesharing service, service
bureau, network or by any other means, to or by any third parties; (vi) remove or modify any copyright,
confidential and/or proprietary markings, legends or restriction which are in the Software originally supplied
to Customer; or (vii) violate any obligations with regard to COVIDIEN's Confidential Information. To the
extent that Customer is expressly permitted by applicable mandatory law to undertake any of the activities
listed in the preceding sentence, Customer will not exercise those rights until Customer has given
COVIDIEN thirty (30) days written notice of Customer's intent to exercise any such rights unless an order of
a government agency of competent jurisdiction will not so allow.
Except for the limited license rights expressly granted in this Software License, COVIDIEN reserves all rights
in and to the Software and any modifications thereto and derivations thereof, including, but not limited to, all
title, ownership, intellectual property rights and all other rights and interests. Customer will own only the
hardware or physical media on which the Software is stored or processed, if any.
Customer agrees that the Software, including the specific design and structure of individual programs,
constitute confidential information and trade secrets of COVIDIEN, whether or not the programs may be
copyrighted or copyrightable, and/or patented or patentable. Customer agrees not to disclose, provide, or
otherwise make available such confidential information, trade secrets or copyrighted material in any form to
any third party. Customer agrees that it will make the Software available only to employees, contractors, or
consultants with a need to know, who are obligated to comply with all license restrictions contained in this
Software License Agreement and to maintain the secrecy of the Software and all other Confidential
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