Nortel SCS User Manual page 10

Nortel Software License
written agreement with such party sufficient to require that party to treat Confidential Information in accordance
with this License. End User may disclose Confidential Information to the extent required by law or court order.
However, End User must give Nortel prompt notice sufficient to enable Nortel to make a reasonable effort to
prevent such disclosure or to obtain a protective order, and must provide such reasonable assistance as may be
requested by Nortel. No obligation of confidentiality applies to any Confidential Information that End User
(d) already rightfully possesses without obligation of confidentiality at the time Confidential Information is
disclosed, (e) develops independently without access to the Confidential Information, (f) rightfully receives without
obligations of confidentiality from a third party, or (g) that is, or becomes, publicly available without breach of any
obligation of confidentiality. The obligations set forth herein shall survive notwithstanding any termination of this
License.
9. Term and Termination. End User may terminate this License at any time. This License and all End User
rights hereunder, will automatically terminate if End User fails to comply with any of the terms and conditions of
the License, including but not limited to End User's (a) failure to register the Software as set forth herein, (b) failure
to satisfy its payment obligations, (c) use of the Software beyond or outside the scope of the Licensed Use,
(d) disabling of any audit or tracking feature in the Software, (e) ceasing to use the Software or the designated
hardware or Nortel authorized CFE for which the Software was originally acquired, or (f) filing a voluntary petition
in bankruptcy, ceasing to conduct normal business operations, or if End User is otherwise dissolved. Upon
termination for any reason, End User will immediately destroy and certify to Nortel that it has destroyed the
Confidential Information, or return to Nortel or its authorized resellers all the Software, Documentation, other
Confidential Information, and all copies thereof. Notwithstanding the foregoing, the following sections of this
License shall survive any termination: Section 2(Restrictions), Section 3 (Limited Warranty), Section 5 (Limitation
of Liability/Warranty), Section 6 (Government End Users), Section 8 (Confidentiality), Section 10 (Export and Re-
export) and Section ‎ 1 3 (Choice of Laws).
10. Export and Re-export.
Documentation, End User agrees not to export, either directly or indirectly, the Software or Documentation or any
copy or part thereof, nor any hardware or system incorporating the Software in whole or in part without having first
obtained clearance or a licence to export or re-export from the USA, European Union, Canadian and/or any other
applicable Government as required under their respective export regulations.
11. New Releases and Updates. Nortel and its supplier are not liable for any direct support or maintenance, or
for the provision of new releases, enhancements, updates or patches to the Software or Documentation except as
may be expressly provided for under a separate written agreement.
12. Assignment. End User shall not assign this License or any of its rights or obligations without Nortel's
prior written consent and any attempt to do so is void.
13. Choice of Laws. In the event End User Purchased the Software in the United States, in the Caribbean and
Latin America Region (including South America), or in the Asia Pacific Region, this License is governed by the
laws of the State of New York, United States of America. If the Software was Purchased in Canada, this License is
governed by the Laws of the Province of Ontario. If the Software was Purchased in Europe, the Middle East or
Africa, this License is governed by the Laws of England. No conflict of laws provision of any jurisdiction shall
apply. If any part of this License is found to be void or voidable, then the remaining provisions of this License shall
be enforced to the maximum extent allowable by law.
14. Entire Agreement. End User agrees that this License is the entire and exclusive agreement between
Nortel and End User and, except as specified in the preamble regarding existing purchase agreements, supersedes all
prior agreements and communications between the parties or any other documentation pertaining to the subject
matter of this License. Any terms and conditions on any purchase order or other documentation issued by End User
which conflict with the terms and conditions of this License shall be null and void, even if acknowledged in writing
by Nortel.
If End User is authorized by this License to export the Software or
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