280 lines
12 KiB
Plaintext
280 lines
12 KiB
Plaintext
Software Release License Agreement
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Copyright (c) 2015, XMOS, All rights reserved.
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Parties
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(1) XMOS Limited, incorporated and registered in England and Wales
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with company number 5494985 whose registered office is 107 Cheapside,
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London, EC2V 6DN (XMOS).
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(2) An individual or Legal Entity exercising permissions granted by
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this License. (Customer)
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1. Definitions
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1. "Licence" means this Software Licence and any schedules or annexes to it.
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"Licence Fee" means the fee for the XMOS Software as detailed in the
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Schedule.
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"Licensee Modifications" means all developments and
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modifications of the XMOS Software developed independently by
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You.
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"XMOS Modifications" means all developments and modifications of
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the XMOS Software developed or co-developed by XMOS.
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"XMOS Hardware" means any XMOS hardware devices supplied by XMOS
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from time to time and/or the particular XMOS devices detailed in
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the Schedule.
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"XMOS Software" means the XMOS software detailed in the Schedule,
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(including related programmer comments and documentation, if any)
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and error corrections, improvements, modifications (including
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XMOS Modifications) and updates.
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2. The headings in this Licence do not affect its
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interpretation. Save where the context otherwise requires,
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references to clauses and schedules are to clauses and schedules of
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this Licence.
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3. Unless the context otherwise requires:
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1. references to the Supplier and the Customer include their
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permitted successors and assigns;
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2. references to statutory provisions include those statutory
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provisions as amended or re-enacted; and
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3. references to any gender include all genders.
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4. Words in the singular include the plural and in the plural
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include the singular.
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2. Licence
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XMOS grants the Customer a non-exclusive licence to use, develop
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and modify the XMOS Software with, or for the purpose of being
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used with, XMOS Hardware.
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3. Consideration
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In consideration of the mutual obligations contained in this
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Licence, the parties agree to its terms.
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4. Term
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Subject to clause 12 below, this Licence shall be perpetual.
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5. Restrictions on Use
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1. The Customer may distribute the XMOS Software (in object
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code only) subject to clause 2.
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2. The Customer may not sell, distribute, lease or sublicense
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the XMOS Software as standalone software, whether as object
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or source code. The Customer will adhere to all applicable
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import and export laws and regulations of the country in
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which it resides and of the United States and United Kingdom,
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without limitation. The Customer agrees that it is its
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responsibility to obtain copies of and to familiarise itself
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fully with these laws and regulations to avoid violation.
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6. Modifications
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1. The Customer will own all intellectual property rights in
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the Licensee Modifications but will undertake to provide XMOS
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with any fixes made to correct any bugs found in the XMOS
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Software on a non-exclusive, perpetual and royalty free
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licence basis.
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2. XMOS will own all intellectual property rights in the XMOS
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Modifications.
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3. The Customer may only use the Licensee Modifications and
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XMOS Modifications on, or in relation to, XMOS Hardware.
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7. Support
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1. Support of the XMOS Software may be provided by XMOS
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pursuant to a separate support agreement (the "XMOS Support
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Agreement"). In the absence of a separate support agreement,
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support may be found via the XMOS website.
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8. Warranty and Disclaimer
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The XMOS Software is provided "AS IS" without a warranty of any
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kind. XMOS and its licensors' entire liability and Customer's
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exclusive remedy under this warranty to be determined in XMOS's
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sole and absolute discretion, will be either (a) the corrections
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of defects in media or replacement of the media, or (b) the
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refund of the licence fee paid (if any).
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Whilst XMOS gives the Customer the ability to load their own
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software and applications onto XMOS devices, the security of
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such software and applications when on the XMOS devices is
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the Customer's own responsibility and any breach of security
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shall not be deemed a defect or failure of the hardware. XMOS
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shall have no liability whatsoever in relation to any costs,
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damages or other losses Customer may incur as a result of any
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breaches of security in relation to your software or
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applications.
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XMOS AND ITS LICENSORS DISCLAIM ALL OTHER WARRANTIES, EXPRESS
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OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF
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MERCHANTABILITY/ SATISFACTORY QUALITY, FITNESS FOR A
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PARTICULAR PURPOSE, OR NON-INFRINGEMENT EXCEPT TO THE EXTENT
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THAT THESE DISCLAIMERS ARE HELD TO BE LEGALLY INVALID UNDER
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APPLICABLE LAW.
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9. High Risk Activities
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The XMOS Software is not designed or intended for use in
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conjunction with on-line control equipment in hazardous
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environments requiring fail-safe performance, including
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without limitation the operation of nuclear facilities,
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aircraft navigation or communication systems, air traffic
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control, life support machines, or weapons systems
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(collectively "High Risk Activities") in which the failure of
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the XMOS Software could lead directly to death, personal
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injury, or severe physical or environmental damage. XMOS and
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its licensors specifically disclaim any express or implied
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warranties relating to use of the XMOS Software in connection
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with High Risk Activities.
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10. Liability
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TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, NEITHER XMOS
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NOR ITS LICENSORS SHALL BE LIABLE FOR ANY LOST REVENUE,
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BUSINESS, PROFIT, CONTRACTS OR DATA, ADMINISTRATIVE OR
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OVERHEAD EXPENSES, OR FOR SPECIAL, INDIRECT, CONSEQUENTIAL,
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INCIDENTAL OR PUNITIVE DAMAGES HOWEVER CAUSED AND REGARDLESS
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OF THEORY OF LIABILITY ARISING OUT OF THIS LICENCE, EVEN IF
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XMOS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. In
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no event shall XMOS's liability to the Customer whether in
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contract, tort (including negligence), or otherwise exceed
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the Licence Fee.
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Customer agrees to indemnify, hold harmless, and defend XMOS
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and its licensors from and against any claims or lawsuits,
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including attorneys' fees and any other liabilities, demands,
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proceedings, damages, losses, costs, expenses fines and
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charges which are made or brought against or incurred by XMOS
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as a result of your use or distribution of the Licensee
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Modifications or your use or distribution of XMOS Software
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other than in accordance with the terms of this Licence.
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11. Ownership
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The copyrights and all other intellectual and industrial
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property rights for the protection of information with respect
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to the XMOS Software (including the methods and techniques on
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which they are based) are retained by XMOS and/or its
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licensors. Nothing in this Agreement serves to transfer such
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rights. Consequently, subject to Clause 5, Customer may not
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sell, mortgage, underlet, sublease, sublicense, lend or
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transfer possession of the XMOS Software in any way whatsoever
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to any third party who is not bound by this Agreement.
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12. Termination
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1. Either party may terminate this Licence at any time on
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written notice to the other if the other:
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1. is in material or persistent breach of any of the
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terms of this Licence and either that breach is
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incapable of remedy, or the other party fails to remedy
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that breach within 30 days after receiving written
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notice requiring it to remedy that breach; or
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2. is unable to pay its debts (within the meaning of
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section 123 of the Insolvency Act 1986), or becomes
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insolvent, or is subject to an order or a resolution
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for its liquidation, administration, winding-up or
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dissolution (otherwise than for the purposes of a
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solvent amalgamation or reconstruction), or has an
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administrative or other receiver, manager, trustee,
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liquidator, administrator or similar officer appointed
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over all or any substantial part of its assets, or
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enters into or proposes any composition or arrangement
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with its creditors generally, or is subject to any
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analogous event or proceeding in any applicable
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jurisdiction.
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2. Termination by either party in accordance with the rights
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contained in clause 12 shall be without prejudice to any
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other rights or remedies of that party accrued prior to
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termination.
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3. On termination for any reason:
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1. all rights granted to the Customer under this
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Licence shall cease;
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2. the Customer shall cease all activities authorised
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by this Licence;
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3. the Customer shall immediately pay to the Supplier
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any sums due to the Supplier under this Licence; and
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4. the Customer shall immediately destroy or return to
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the Supplier (at the Supplier's option) all copies of
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the XMOS Software then in its possession, custody or
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control and, in the case of destruction, certify to the
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Supplier that it has done so.
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4. Clauses 8, 9, 10 and 11 shall survive any effective
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termination of this Agreement.
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13. Third party rights
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No term of this Licence is intended to confer a benefit on, or
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to be enforceable by, any person who is not a party to this
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licence.
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14. Confidentiality and publicity
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1. Each party shall, during the term of this Licence and
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thereafter, keep confidential all, and shall not use for its
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own purposes nor without the prior written consent of the
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other disclose to any third party any, information of a
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confidential nature (including, without limitation, trade
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secrets and information of commercial value) which may become
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known to such party from the other party and which relates to
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the other party, unless such information is public knowledge
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or already known to such party at the time of disclosure, or
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subsequently becomes public knowledge other than by breach of
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this licence, or subsequently comes lawfully into the
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possession of such party from a third party.
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2. The terms of this licence are confidential and may not be
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disclosed by the Customer without the prior written consent
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of XMOS.
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3. The provisions of clause 14 shall remain in full force and
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effect notwithstanding termination of this licence for any
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reason.
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15. Entire agreement
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This Licence and the documents annexed as appendices to this
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Licence or otherwise referred to herein contain the whole
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agreement between the parties relating to the subject matter
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hereof and supersede all prior agreements, arrangements and
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understandings between the parties relating to that subject
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matter.
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16. Assignment
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The Customer shall not assign this Licence or any of the rights
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granted under it without XMOS's prior written consent.
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17. Governing law and jurisdiction
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This Licence shall be governed by and construed in accordance
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with English law and each party hereby submits to the
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non-exclusive jurisdiction of the English courts.
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Schedule
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XMOS UART library software
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No license fee.
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