Warranty/Software License vii
termination of this License in any way question or dispute the ownership by the Licensor and/or
the Owner thereof.
8. Indemnity
(a) The Licensor agrees to indemnify and save harmless and defend at its own expense the
Licensee from and against any and all claims of infringement of any patent, trade mark,
industrial design, copyright or other proprietary right affecting the Software PROVIDED
THAT (i) the Licensee shall not have done, permitted or suffered to be done anything
which may have been or become an infringement of any such rights (including but not
limited to using the Software to perform the Licensee’s or other party’s applications or
using the Software in combination or merged with other software programs or devices) and
(ii) the Licensee shall have exercised a reasonable standard of care in protecting the
same; failing which, the Licensee shall indemnify the Licensor against all actions,
proceedings, costs, claims and expenses incurred in respect thereof.
(b) The Licensee undertakes that the Licensor shall be given prompt notice of any claim
specified in (a) above that is made against the Licensee and the Licensor shall have the
right to defend any such claims and make settlements thereof at its own discretion and the
Licensee shall give such assistance as the Licensor may reasonably require to settle or
oppose any such claims.
(c) In the event that any such infringement occurs or may occur, the Licensor may at its sole
option and expense:
(i) procure for the Licensee the right to continue using the Software or infringing part
thereof; or
(ii) modify or amend the Software or infringing part thereof so that the same becomes
non-infringing; or
(iii) replace the Software or infringing part thereof by other software or similar
capability; or
(iv) repay to the Licensee the License fee or balance thereof relating to the whole or
the infringing part of the Software.
(d) The Licensor’s liability under this clause shall, at the Licensor’s option, be limited to the
License fee less an equitable proportion thereof as relates to the period prior to cessation
owing to infringement.
9. Confidential Information
(a) All information, data, drawings, specifications, documentation, software listings, source or
object code with the Licensor may have imparted and may from time to time impart to the
Licensee relating to the Software (other than the ideas and principles which underlie the
Software) is proprietary and confidential. The Licensee hereby agrees that it shall use the
same solely in accordance with the provisions of this License and that it shall not at any
time during or after expiry or termination of this License, disclose the same, whether
directly or indirectly, to any third party without the Licensor’s prior written consent.
(b) Subject only to the specific, limited provisions of Clause 4(a) above, the Licensee further
agrees that it shall not itself or through any subsidiary, agent or third party use such
confidential information to copy, reproduce, translate, adapt, vary, modify, decompile,
disassemble or reverse engineer the Software nor shall the Licensee sell, lease, license,
sub-license or otherwise deal with the Software or any part or parts or variations,
modifications, copies, releases, versions or enhancements thereof or have any software or
other program written or developed for itself based on any confidential information supplied
to it by the Licensor.
(c) The foregoing provisions shall not prevent the disclosure or use by the Licensee of any
information which is or hereafter, through no fault of the Licensee, becomes public
knowledge or to the extent permitted by law.
10. Force Majeure
The Licensor shall be under no liability to the Licensee in respect of anything which, apart from
this provision, may constitute a breach of this License arising by reason of acts of war (declared
or undeclared), terrorism, force majeure.
11. Termination
(a) In addition to provisions for termination as herein provided, the Licensor may by notice in
writing to the Licensee terminate this License if the Licensee is in breach of any term,
condition or provision of this License or required by the applicable law and fails to remedy
such breach (if capable of remedy) within 30 days of having received written notice from
the Licensor specifying such breach.
(b) Upon termination, the Licensee shall pay to the Licensor all costs and expenses, including
legal and other fees incurred and all arrears of fees, charges or other payments arising in
respect of the Software, this License or otherwise and shall comply with its undertaking
specified in Clause 4(g) above.
(c) Termination, howsoever or whenever occasioned shall be subject to any rights and remedies
the Licensor may have under this License or under the applicable law.