without the prior written consent of Skydrop. You shall not use any Condential
Information other than in the course of the activities permitted hereunder. You
shall notif y Sk ydrop in writing immediately upon discovery of any unauthorized
use or disclosure of Condential Information or any other breach of this EUL A,
and will cooperate with Skydrop in every reasonable way to regain possession
of Condential Information and prevent any further unauthorized use. If you
are legally compelled to disclose any of the Condential Information, then,
prior to such disclosure, you will (i) immediately notify Skydrop prior to such
disclosure to allow Skydrop an opportunity to contest the disclosure, (ii) assert
the privileged and condential nature of the Condential Information, and (iii)
cooperate fully with Sk ydrop in protecting against any such disclosure and/
or obtaining a protective order narrowing the scope of such disclosure and/or
use of the Condential Information. In the event such protection is not obtained,
you shall disclose the Condential Information only to the ex tent necessar y to
comply with the applicable legal requirements.
11. FOR U.S. GOVERNMENT END USERS
The Product Soft ware is a “commercial item” as that term is dened at 48 C.F.R.
2.101 (OCT 1995), and more specically is “commercial computer software” and
“commercial computer software documentation”, as such terms are used in
48 C.F.R. 12.212 (SEPT 1995). Consistent with 48 C.F.R. 12.212 and 48 C.F.R.
227.7202-1 through 227.7202-4 (JUNE 1995), the Product Sof tware is provided
to U.S. Government End Users only as a commercial end item and with only
those rights as are granted to all other customers pursuant to the terms and
conditions herein.
12. EXPORT COMPLIANCE
The Product Soft ware and related technology are subject to U.S. export control
laws and may be subject to export or import regulations in other countries. You
agree to strictly comply with all such laws and regulations and acknowledge
that you have the responsibility to obtain authorization to export, re-expor t,
or import the Product Software and related technology, as may be required.
You will indemnify and hold Skydrop harmless from any and all claims, losses,
liabilities, damages, nes, penalties, costs and expenses (including attorney’s
fees) arising from or relating to any breach by you of your obligations under this
section.
13. GOVERNING L AW; VENUE
This EULA, and any claim, dispute or controversy relating to this EUL A, will
be governed by the laws of Utah, without giving eect to any conicts of laws
principles that require the application of the laws of a dierent jurisdiction. Any
action or proceeding relating to this EULA must be brought in a federal or state
cour t located in Salt Lake County, Utah and each party irrevocably submits to
the jurisdiction and venue of any such cour t in any such action or proceeding,
except that Skydrop may seek injunctive relief in any court having jurisdiction to
protect its intellectual property or Condential Information.
14. GENERAL
The Product Soft ware is deemed irrevocably accepted upon your use of the
Product Sof tware or Product. Skydrop will have no responsibility to provide
maintenance or support services with respect to the Product Software. The
parties are independent contractors.