TECHNOLOGY PREVIEW LICENSE AGREEMENT+
−
+
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For individuals and/or legal entities resident in the Americas (North+
−
America, Central America and South America), the applicable licensing+
−
terms are specified under the heading "Technology Preview License +
−
Agreement: The Americas".+
−
+
−
For individuals and/or legal entities not resident in The Americas, the+
−
applicable licensing terms are specified under the heading "Technology +
−
Preview License Agreement: Rest of the World". +
−
+
−
+
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TECHNOLOGY PREVIEW LICENSE AGREEMENT: The Americas+
−
Agreement version 2.4+
−
+
−
This Technology Preview License Agreement ("Agreement") is a legal+
−
agreement between Nokia Inc. ("Nokia"), with its registered office at+
−
102 Corporate Park Drive, White Plains, N.Y., U.S.A. 10604 and you (either an+
−
individual or a legal entity) ("Licensee") for the Licensed Software (as+
−
defined below). +
−
+
−
1. DEFINITIONS+
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+
−
"Affiliate" of a Party shall mean an entity (i) which is directly or+
−
indirectly controlling such Party; (ii) which is under the same direct+
−
or indirect ownership or control as such Party; or (iii) which is+
−
directly or indirectly owned or controlled by such Party. For these+
−
purposes, an entity shall be treated as being controlled by another if+
−
that other entity has fifty percent (50 %) or more of the votes in such+
−
entity, is able to direct its affairs and/or to control the composition+
−
of its board of directors or equivalent body. +
−
+
−
"Applications" shall mean Licensee's software products created using the+
−
Licensed Software which may include portions of the Licensed Software.+
−
+
−
"Term" shall mean the period of time six (6) months from the later of+
−
(a) the Effective Date; or (b) the date the Licensed Software was+
−
initially delivered to Licensee by Nokia. If no specific Effective Date+
−
is set forth in the Agreement, the Effective Date shall be deemed to be+
−
the date the Licensed Software was initially delivered to Licensee. +
−
+
−
"Licensed Software" shall mean the computer software, "online" or+
−
electronic documentation, associated media and printed materials,+
−
including the source code, example programs and the documentation+
−
delivered by Nokia to Licensee in conjunction with this Agreement. +
−
+
−
"Party" or "Parties" shall mean Licensee and/or Nokia.+
−
+
−
+
−
2. OWNERSHIP+
−
+
−
The Licensed Software is protected by copyright laws and international+
−
copyright treaties, as well as other intellectual property laws and+
−
treaties. The Licensed Software is licensed, not sold. +
−
+
−
If Licensee provides any findings, proposals, suggestions or other+
−
feedback ("Feedback") to Nokia regarding the Licensed Software, Nokia+
−
shall own all right, title and interest including the intellectual+
−
property rights in and to such Feedback, excluding however any existing+
−
patent rights of Licensee. To the extent Licensee owns or controls any+
−
patents for such Feedback Licensee hereby grants to Nokia and its+
−
Affiliates, a worldwide, perpetual, non-transferable, sublicensable,+
−
royalty-free license to (i) use, copy and modify Feedback and to create+
−
derivative works thereof, (ii) to make (and have made), use, import,+
−
sell, offer for sale, lease, dispose, offer for disposal or otherwise+
−
exploit any products or services of Nokia containing Feedback,, and+
−
(iii) sublicense all the foregoing rights to third party licensees and+
−
customers of Nokia and/or its Affiliates. +
−
+
−
+
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3. VALIDITY OF THE AGREEMENT+
−
+
−
By installing, copying, or otherwise using the Licensed Software,+
−
Licensee agrees to be bound by the terms of this Agreement. If Licensee+
−
does not agree to the terms of this Agreement, Licensee may not install,+
−
copy, or otherwise use the Licensed Software. Upon Licensee's acceptance+
−
of the terms and conditions of this Agreement, Nokia grants Licensee the+
−
right to use the Licensed Software in the manner provided below. +
−
+
−
+
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4. LICENSES+
−
+
−
4.1. Using and Copying+
−
+
−
Nokia grants to Licensee a non-exclusive, non-transferable, time-limited+
−
license to use and copy the Licensed Software for sole purpose of+
−
designing, developing and testing Applications, and evaluating and the +
−
Licensed Software during the Term. +
−
+
−
Licensee may install copies of the Licensed Software on an unlimited+
−
number of computers provided that (a) if an individual, only such+
−
individual; or (b) if a legal entity only its employees; use the+
−
Licensed Software for the authorized purposes. +
−
+
−
4.2	No Distribution or Modifications+
−
+
−
Licensee may not disclose, modify, sell, market, commercialise,+
−
distribute, loan, rent, lease, or license the Licensed Software or any+
−
copy of it or use the Licensed Software for any purpose that is not+
−
expressly granted in this Section 4. Licensee may not alter or remove+
−
any details of ownership, copyright, trademark or other property right+
−
connected with the Licensed Software. Licensee may not distribute any+
−
software statically or dynamically linked with the Licensed Software. +
−
+
−
4.3 No Technical Support+
−
+
−
Nokia has no obligation to furnish Licensee with any technical support+
−
whatsoever. Any such support is subject to separate agreement between+
−
the Parties. +
−
+
−
+
−
5. PRE-RELEASE CODE+
−
The Licensed Software contains pre-release code that is not at the level+
−
of performance and compatibility of a final, generally available,+
−
product offering. The Licensed Software may not operate correctly and+
−
may be substantially modified prior to the first commercial product+
−
release, if any. Nokia is not obligated to make this or any later+
−
version of the Licensed Software commercially available. The License+
−
Software is "Not for Commercial Use" and may only be used for the+
−
purposes described in Section 4. The Licensed Software may not be used+
−
in a live operating environment where it may be relied upon to perform+
−
in the same manner as a commercially released product or with data that+
−
has not been sufficiently backed up. +
−
+
−
6. THIRD PARTY SOFTWARE+
−
+
−
The Licensed Software may provide links to third party libraries or code+
−
(collectively "Third Party Software") to implement various functions.+
−
Third Party Software does not comprise part of the Licensed Software. In+
−
some cases, access to Third Party Software may be included along with+
−
the Licensed Software delivery as a convenience for development and+
−
testing only. Such source code and libraries may be listed in the+
−
".../src/3rdparty" source tree delivered with the Licensed Software or+
−
documented in the Licensed Software where the Third Party Software is+
−
used, as may be amended from time to time, do not comprise the Licensed+
−
Software. Licensee acknowledges (1) that some part of Third Party+
−
Software may require additional licensing of copyright and patents from+
−
the owners of such, and (2) that distribution of any of the Licensed+
−
Software referencing any portion of a Third Party Software may require+
−
appropriate licensing from such third parties. +
−
+
−
+
−
7. LIMITED WARRANTY AND WARRANTY DISCLAIMER+
−
+
−
The Licensed Software is licensed to Licensee "as is". To the maximum+
−
extent permitted by applicable law, Nokia on behalf of itself and its+
−
suppliers, disclaims all warranties and conditions, either express or+
−
implied, including, but not limited to, implied warranties of+
−
merchantability, fitness for a particular purpose, title and+
−
non-infringement with regard to the Licensed Software. +
−
+
−
+
−
8. LIMITATION OF LIABILITY +
−
+
−
If, Nokia's warranty disclaimer notwithstanding, Nokia is held liable to+
−
Licensee, whether in contract, tort or any other legal theory, based on+
−
the Licensed Software, Nokia's entire liability to Licensee and+
−
Licensee's exclusive remedy shall be, at Nokia's option, either (A)+
−
return of the price Licensee paid for the Licensed Software, or (B)+
−
repair or replacement of the Licensed Software, provided Licensee+
−
returns to Nokia all copies of the Licensed Software as originally+
−
delivered to Licensee. Nokia shall not under any circumstances be liable+
−
to Licensee based on failure of the Licensed Software if the failure+
−
resulted from accident, abuse or misapplication, nor shall Nokia under+
−
any circumstances be liable for special damages, punitive or exemplary+
−
damages, damages for loss of profits or interruption of business or for+
−
loss or corruption of data. Any award of damages from Nokia to Licensee+
−
shall not exceed the total amount Licensee has paid to Nokia in+
−
connection with this Agreement. +
−
+
−
+
−
9.	CONFIDENTIALITY+
−
+
−
Each party acknowledges that during the Term of this Agreement it shall+
−
have access to information about the other party's business, business+
−
methods, business plans, customers, business relations, technology, and+
−
other information, including the terms of this Agreement, that is+
−
confidential and of great value to the other party, and the value of+
−
which would be significantly reduced if disclosed to third parties (the+
−
"Confidential Information"). Accordingly, when a party (the "Receiving+
−
Party") receives Confidential Information from another party (the+
−
"Disclosing Party"), the Receiving Party shall, and shall obligate its+
−
employees and agents and employees and agents of its Affiliates to: (i)+
−
maintain the Confidential Information in strict confidence; (ii) not+
−
disclose the Confidential Information to a third party without the+
−
Disclosing Party's prior written approval; and (iii) not, directly or+
−
indirectly, use the Confidential Information for any purpose other than+
−
for exercising its rights and fulfilling its responsibilities pursuant+
−
to this Agreement. Each party shall take reasonable measures to protect+
−
the Confidential Information of the other party, which measures shall+
−
not be less than the measures taken by such party to protect its own+
−
confidential and proprietary information. +
−
+
−
"Confidential Information" shall not include information that (a) is or+
−
becomes generally known to the public through no act or omission of the+
−
Receiving Party; (b) was in the Receiving Party's lawful possession+
−
prior to the disclosure hereunder and was not subject to limitations on+
−
disclosure or use; (c) is developed by the Receiving Party without+
−
access to the Confidential Information of the Disclosing Party or by+
−
persons who have not had access to the Confidential Information of the+
−
Disclosing Party as proven by the written records of the Receiving+
−
Party; (d) is lawfully disclosed to the Receiving Party without+
−
restrictions, by a third party not under an obligation of+
−
confidentiality; or (e) the Receiving Party is legally compelled to+
−
disclose the information, in which case the Receiving Party shall assert+
−
the privileged and confidential nature of the information and cooperate+
−
fully with the Disclosing Party to protect against and prevent+
−
disclosure of any Confidential Information and to limit the scope of+
−
disclosure and the dissemination of disclosed Confidential Information+
−
by all legally available means. +
−
+
−
The obligations of the Receiving Party under this Section shall continue+
−
during the Initial Term and for a period of five (5) years after+
−
expiration or termination of this Agreement. To the extent that the+
−
terms of the Non-Disclosure Agreement between Nokia and Licensee+
−
conflict with the terms of this Section 9, this Section 9 shall be+
−
controlling over the terms of the Non-Disclosure Agreement. +
−
+
−
+
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10. GENERAL PROVISIONS+
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+
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10.1	No Assignment+
−
+
−
Licensee shall not be entitled to assign or transfer all or any of its+
−
rights, benefits and obligations under this Agreement without the prior+
−
written consent of Nokia, which shall not be unreasonably withheld. +
−
+
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10.2 	Termination+
−
+
−
Nokia may terminate the Agreement at any time immediately upon written+
−
notice by Nokia to Licensee if Licensee breaches this Agreement. +
−
+
−
Upon termination of this Agreement, Licensee shall return to Nokia all+
−
copies of Licensed Software that were supplied by Nokia. All other+
−
copies of Licensed Software in the possession or control of Licensee+
−
must be erased or destroyed. An officer of Licensee must promptly+
−
deliver to Nokia a written confirmation that this has occurred. +
−
+
−
10.3	Surviving Sections +
−
+
−
Any terms and conditions that by their nature or otherwise reasonably+
−
should survive a cancellation or termination of this Agreement shall+
−
also be deemed to survive. Such terms and conditions include, but are+
−
not limited to the following Sections: 2, 5, 6, 7, 8, 9, 10.2, 10.3, 10.4,+
−
10.5, 10.6, 10.7, and 10.8 of this Agreement. +
−
+
−
10.4	Entire Agreement +
−
+
−
This Agreement constitutes the complete agreement between the parties+
−
and supersedes all prior or contemporaneous discussions,+
−
representations, and proposals, written or oral, with respect to the+
−
subject matters discussed herein, with the exception of the+
−
non-disclosure agreement executed by the parties in connection with this+
−
Agreement ("Non-Disclosure Agreement"), if any, shall be subject to+
−
Section 9. No modification of this Agreement shall be effective unless+
−
contained in a writing executed by an authorized representative of each+
−
party. No term or condition contained in Licensee's purchase order shall+
−
apply unless expressly accepted by Nokia in writing. If any provision of+
−
the Agreement is found void or unenforceable, the remainder shall remain+
−
valid and enforceable according to its terms. If any remedy provided is+
−
determined to have failed for its essential purpose, all limitations of+
−
liability and exclusions of damages set forth in this Agreement shall+
−
remain in effect. +
−
+
−
10.5	Export Control+
−
+
−
Licensee acknowledges that the Licensed Software may be subject to+
−
export control restrictions of various countries. Licensee shall fully+
−
comply with all applicable export license restrictions and requirements+
−
as well as with all laws and regulations relating to the importation of+
−
the Licensed Software and shall procure all necessary governmental+
−
authorizations, including without limitation, all necessary licenses,+
−
approvals, permissions or consents, where necessary for the+
−
re-exportation of the Licensed Software., +
−
+
−
10.6	Governing Law and Legal Venue+
−
+
−
This Agreement shall be governed by and construed in accordance with the+
−
federal laws of the United States of America and the internal laws of+
−
the State of New York without given effect to any choice of law rule+
−
that would result in the application of the laws of any other+
−
jurisdiction. The United Nations Convention on Contracts for the+
−
International Sale of Goods (CISG) shall not apply. Each Party (a)+
−
hereby irrevocably submits itself to and consents to the jurisdiction of+
−
the United States District Court for the Southern District of New York+
−
(or if such court lacks jurisdiction, the state courts of the State of+
−
New York) for the purposes of any action, claim, suit or proceeding+
−
between the Parties in connection with any controversy, claim, or+
−
dispute arising out of or relating to this Agreement; and (b) hereby+
−
waives, and agrees not to assert by way of motion, as a defense or+
−
otherwise, in any such action, claim, suit or proceeding, any claim that+
−
is not personally subject to the jurisdiction of such court(s), that the+
−
action, claim, suit or proceeding is brought in an inconvenient forum or+
−
that the venue of the action, claim, suit or proceeding is improper.+
−
Notwithstanding the foregoing, nothing in this Section 9.6 is intended+
−
to, or shall be deemed to, constitute a submission or consent to, or+
−
selection of, jurisdiction, forum or venue for any action for patent+
−
infringement, whether or not such action relates to this Agreement. +
−
+
−
10.7	No Implied License+
−
+
−
There are no implied licenses or other implied rights granted under this+
−
Agreement, and all rights, save for those expressly granted hereunder,+
−
shall remain with Nokia and its licensors. In addition, no licenses or+
−
immunities are granted to the combination of the Licensed Software with+
−
any other software or hardware not delivered by Nokia under this+
−
Agreement. +
−
+
−
10.8	Government End Users +
−
 +
−
A "U.S. Government End User" shall mean any agency or entity of the+
−
government of the United States. The following shall apply if Licensee+
−
is a U.S. Government End User. The Licensed Software is a "commercial+
−
item," as that term is defined in 48 C.F.R. 2.101 (Oct. 1995),+
−
consisting of "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), all U.S. Government End Users acquire+
−
the Licensed Software with only those rights set forth herein. The+
−
Licensed Software (including related documentation) is provided to U.S.+
−
Government End Users: (a) only as a commercial end item; and (b) only+
−
pursuant to this Agreement. +
−
+
−
+
−
+
−
+
−
+
−
TECHNOLOGY PREVIEW LICENSE AGREEMENT: Rest of the World+
−
Agreement version 2.4+
−
+
−
This Technology Preview License Agreement ("Agreement") is a legal+
−
agreement between Nokia Corporation ("Nokia"), with its registered+
−
office at Keilalahdentie 4, 02150 Espoo, Finland and you (either an+
−
individual or a legal entity) ("Licensee") for the Licensed Software (as+
−
defined below). +
−
+
−
1. DEFINITIONS+
−
+
−
"Affiliate" of a Party shall mean an entity (i) which is directly or+
−
indirectly controlling such Party; (ii) which is under the same direct+
−
or indirect ownership or control as such Party; or (iii) which is+
−
directly or indirectly owned or controlled by such Party. For these+
−
purposes, an entity shall be treated as being controlled by another if+
−
that other entity has fifty percent (50 %) or more of the votes in such+
−
entity, is able to direct its affairs and/or to control the composition+
−
of its board of directors or equivalent body. +
−
+
−
"Applications" shall mean Licensee's software products created using the+
−
Licensed Software which may include portions of the Licensed Software.+
−
+
−
"Term" shall mean the period of time six (6) months from the later of+
−
(a) the Effective Date; or (b) the date the Licensed Software was+
−
initially delivered to Licensee by Nokia. If no specific Effective Date+
−
is set forth in the Agreement, the Effective Date shall be deemed to be+
−
the date the Licensed Software was initially delivered to Licensee. +
−
+
−
"Licensed Software" shall mean the computer software, "online" or+
−
electronic documentation, associated media and printed materials,+
−
including the source code, example programs and the documentation+
−
delivered by Nokia to Licensee in conjunction with this Agreement. +
−
+
−
"Party" or "Parties" shall mean Licensee and/or Nokia. +
−
+
−
+
−
2. OWNERSHIP+
−
+
−
The Licensed Software is protected by copyright laws and international+
−
copyright treaties, as well as other intellectual property laws and+
−
treaties. The Licensed Software is licensed, not sold. +
−
+
−
If Licensee provides any findings, proposals, suggestions or other+
−
feedback ("Feedback") to Nokia regarding the Licensed Software, Nokia+
−
shall own all right, title and interest including the intellectual+
−
property rights in and to such Feedback, excluding however any existing+
−
patent rights of Licensee. To the extent Licensee owns or controls any+
−
patents for such Feedback Licensee hereby grants to Nokia and its+
−
Affiliates, a worldwide, perpetual, non-transferable, sublicensable,+
−
royalty-free license to (i) use, copy and modify Feedback and to create+
−
derivative works thereof, (ii) to make (and have made), use, import,+
−
sell, offer for sale, lease, dispose, offer for disposal or otherwise+
−
exploit any products or services of Nokia containing Feedback,, and+
−
(iii) sublicense all the foregoing rights to third party licensees and+
−
customers of Nokia and/or its Affiliates. +
−
+
−
3. VALIDITY OF THE AGREEMENT+
−
+
−
By installing, copying, or otherwise using the Licensed Software,+
−
Licensee agrees to be bound by the terms of this Agreement. If Licensee+
−
does not agree to the terms of this Agreement, Licensee may not install,+
−
copy, or otherwise use the Licensed Software. Upon Licensee's acceptance+
−
of the terms and conditions of this Agreement, Nokia grants Licensee the+
−
right to use the Licensed Software in the manner provided below. +
−
+
−
+
−
4. LICENSES+
−
+
−
4.1. Using and Copying+
−
+
−
Nokia grants to Licensee a non-exclusive, non-transferable, time-limited+
−
license to use and copy the Licensed Software for sole purpose of+
−
designing, developing and testing Applications, and evaluating and the +
−
Licensed Software during the Term. +
−
+
−
Licensee may install copies of the Licensed Software on an unlimited+
−
number of computers provided that (a) if an individual, only such+
−
individual; or (b) if a legal entity only its employees; use the+
−
Licensed Software for the authorized purposes. +
−
+
−
4.2	No Distribution or Modifications+
−
+
−
Licensee may not disclose, modify, sell, market, commercialise,+
−
distribute, loan, rent, lease, or license the Licensed Software or any+
−
copy of it or use the Licensed Software for any purpose that is not+
−
expressly granted in this Section 4. Licensee may not alter or remove+
−
any details of ownership, copyright, trademark or other property right+
−
connected with the Licensed Software. Licensee may not distribute any+
−
software statically or dynamically linked with the Licensed Software. +
−
+
−
4.3 No Technical Support+
−
+
−
Nokia has no obligation to furnish Licensee with any technical support+
−
whatsoever. Any such support is subject to separate agreement between+
−
the Parties. +
−
+
−
+
−
5. PRE-RELEASE CODE+
−
+
−
The Licensed Software contains pre-release code that is not at the level+
−
of performance and compatibility of a final, generally available,+
−
product offering. The Licensed Software may not operate correctly and+
−
may be substantially modified prior to the first commercial product+
−
release, if any. Nokia is not obligated to make this or any later+
−
version of the Licensed Software commercially available. The License+
−
Software is "Not for Commercial Use" and may only be used for the+
−
purposes described in Section 4. The Licensed Software may not be used+
−
in a live operating environment where it may be relied upon to perform+
−
in the same manner as a commercially released product or with data that+
−
has not been sufficiently backed up. +
−
+
−
6. THIRD PARTY SOFTWARE+
−
+
−
The Licensed Software may provide links to third party libraries or code+
−
(collectively "Third Party Software") to implement various functions.+
−
Third Party Software does not comprise part of the Licensed Software. In+
−
some cases, access to Third Party Software may be included along with+
−
the Licensed Software delivery as a convenience for development and+
−
testing only. Such source code and libraries may be listed in the+
−
".../src/3rdparty" source tree delivered with the Licensed Software or+
−
documented in the Licensed Software where the Third Party Software is+
−
used, as may be amended from time to time, do not comprise the Licensed+
−
Software. Licensee acknowledges (1) that some part of Third Party+
−
Software may require additional licensing of copyright and patents from+
−
the owners of such, and (2) that distribution of any of the Licensed+
−
Software referencing any portion of a Third Party Software may require+
−
appropriate licensing from such third parties. +
−
+
−
+
−
7. LIMITED WARRANTY AND WARRANTY DISCLAIMER+
−
+
−
The Licensed Software is licensed to Licensee "as is". To the maximum+
−
extent permitted by applicable law, Nokia on behalf of itself and its+
−
suppliers, disclaims all warranties and conditions, either express or+
−
implied, including, but not limited to, implied warranties of+
−
merchantability, fitness for a particular purpose, title and+
−
non-infringement with regard to the Licensed Software. +
−
+
−
+
−
8. LIMITATION OF LIABILITY +
−
+
−
If, Nokia's warranty disclaimer notwithstanding, Nokia is held liable to+
−
Licensee, whether in contract, tort or any other legal theory, based on+
−
the Licensed Software, Nokia's entire liability to Licensee and+
−
Licensee's exclusive remedy shall be, at Nokia's option, either (A)+
−
return of the price Licensee paid for the Licensed Software, or (B)+
−
repair or replacement of the Licensed Software, provided Licensee+
−
returns to Nokia all copies of the Licensed Software as originally+
−
delivered to Licensee. Nokia shall not under any circumstances be liable+
−
to Licensee based on failure of the Licensed Software if the failure+
−
resulted from accident, abuse or misapplication, nor shall Nokia under+
−
any circumstances be liable for special damages, punitive or exemplary+
−
damages, damages for loss of profits or interruption of business or for+
−
loss or corruption of data. Any award of damages from Nokia to Licensee+
−
shall not exceed the total amount Licensee has paid to Nokia in+
−
connection with this Agreement. +
−
+
−
+
−
9.	CONFIDENTIALITY+
−
+
−
Each party acknowledges that during the Term of this Agreement it shall+
−
have access to information about the other party's business, business+
−
methods, business plans, customers, business relations, technology, and+
−
other information, including the terms of this Agreement, that is+
−
confidential and of great value to the other party, and the value of+
−
which would be significantly reduced if disclosed to third parties (the+
−
"Confidential Information"). Accordingly, when a party (the "Receiving+
−
Party") receives Confidential Information from another party (the+
−
"Disclosing Party"), the Receiving Party shall, and shall obligate its+
−
employees and agents and employees and agents of its Affiliates to: (i)+
−
maintain the Confidential Information in strict confidence; (ii) not+
−
disclose the Confidential Information to a third party without the+
−
Disclosing Party's prior written approval; and (iii) not, directly or+
−
indirectly, use the Confidential Information for any purpose other than+
−
for exercising its rights and fulfilling its responsibilities pursuant+
−
to this Agreement. Each party shall take reasonable measures to protect+
−
the Confidential Information of the other party, which measures shall+
−
not be less than the measures taken by such party to protect its own+
−
confidential and proprietary information. +
−
+
−
"Confidential Information" shall not include information that (a) is or+
−
becomes generally known to the public through no act or omission of the+
−
Receiving Party; (b) was in the Receiving Party's lawful possession+
−
prior to the disclosure hereunder and was not subject to limitations on+
−
disclosure or use; (c) is developed by the Receiving Party without+
−
access to the Confidential Information of the Disclosing Party or by+
−
persons who have not had access to the Confidential Information of the+
−
Disclosing Party as proven by the written records of the Receiving+
−
Party; (d) is lawfully disclosed to the Receiving Party without+
−
restrictions, by a third party not under an obligation of+
−
confidentiality; or (e) the Receiving Party is legally compelled to+
−
disclose the information, in which case the Receiving Party shall assert+
−
the privileged and confidential nature of the information and cooperate+
−
fully with the Disclosing Party to protect against and prevent+
−
disclosure of any Confidential Information and to limit the scope of+
−
disclosure and the dissemination of disclosed Confidential Information+
−
by all legally available means. +
−
+
−
The obligations of the Receiving Party under this Section shall continue+
−
during the Initial Term and for a period of five (5) years after+
−
expiration or termination of this Agreement. To the extent that the+
−
terms of the Non-Disclosure Agreement between Nokia and Licensee+
−
conflict with the terms of this Section 9, this Section 9 shall be+
−
controlling over the terms of the Non-Disclosure Agreement. +
−
+
−
+
−
10. GENERAL PROVISIONS+
−
+
−
10.1	No Assignment+
−
+
−
Licensee shall not be entitled to assign or transfer all or any of its+
−
rights, benefits and obligations under this Agreement without the prior+
−
written consent of Nokia, which shall not be unreasonably withheld. +
−
+
−
10.2 	Termination+
−
+
−
Nokia may terminate the Agreement at any time immediately upon written+
−
notice by Nokia to Licensee if Licensee breaches this Agreement. +
−
+
−
Upon termination of this Agreement, Licensee shall return to Nokia all+
−
copies of Licensed Software that were supplied by Nokia. All other+
−
copies of Licensed Software in the possession or control of Licensee+
−
must be erased or destroyed. An officer of Licensee must promptly+
−
deliver to Nokia a written confirmation that this has occurred. +
−
+
−
10.3	Surviving Sections +
−
+
−
Any terms and conditions that by their nature or otherwise reasonably+
−
should survive a cancellation or termination of this Agreement shall+
−
also be deemed to survive. Such terms and conditions include, but are+
−
not limited to the following Sections: 2, 5, 6, 7, 8, 9, 10.2, 10.3, 10.4,+
−
10.5, 10.6, 10.7, and 10.8 of this Agreement. +
−
+
−
10.4	Entire Agreement +
−
+
−
This Agreement constitutes the complete agreement between the parties+
−
and supersedes all prior or contemporaneous discussions,+
−
representations, and proposals, written or oral, with respect to the+
−
subject matters discussed herein, with the exception of the+
−
non-disclosure agreement executed by the parties in connection with this+
−
Agreement ("Non-Disclosure Agreement"), if any, shall be subject to+
−
Section 9. No modification of this Agreement shall be effective unless+
−
contained in a writing executed by an authorized representative of each+
−
party. No term or condition contained in Licensee's purchase order shall+
−
apply unless expressly accepted by Nokia in writing. If any provision of+
−
the Agreement is found void or unenforceable, the remainder shall remain+
−
valid and enforceable according to its terms. If any remedy provided is+
−
determined to have failed for its essential purpose, all limitations of+
−
liability and exclusions of damages set forth in this Agreement shall+
−
remain in effect. +
−
+
−
10.5	Export Control+
−
+
−
Licensee acknowledges that the Licensed Software may be subject to+
−
export control restrictions of various countries. Licensee shall fully+
−
comply with all applicable export license restrictions and requirements+
−
as well as with all laws and regulations relating to the importation of+
−
the Licensed Software and shall procure all necessary governmental+
−
authorizations, including without limitation, all necessary licenses,+
−
approvals, permissions or consents, where necessary for the+
−
re-exportation of the Licensed Software., +
−
+
−
10.6	Governing Law and Legal Venue+
−
+
−
This Agreement shall be construed and interpreted in accordance with the+
−
laws of Finland, excluding its choice of law provisions. Any disputes+
−
arising out of or relating to this Agreement shall be resolved in+
−
arbitration under the Rules of Arbitration of the Chamber of Commerce of+
−
Helsinki, Finland. The arbitration tribunal shall consist of one (1), or+
−
if either Party so requires, of three (3), arbitrators. The award shall+
−
be final and binding and enforceable in any court of competent+
−
jurisdiction. The arbitration shall be held in Helsinki, Finland and the+
−
process shall be conducted in the English language. +
−
+
−
10.7	No Implied License+
−
+
−
There are no implied licenses or other implied rights granted under this+
−
Agreement, and all rights, save for those expressly granted hereunder,+
−
shall remain with Nokia and its licensors. In addition, no licenses or+
−
immunities are granted to the combination of the Licensed Software with+
−
any other software or hardware not delivered by Nokia under this+
−
Agreement. +
−
+
−
10.8	Government End Users +
−
 +
−
A "U.S. Government End User" shall mean any agency or entity of the+
−
government of the United States. The following shall apply if Licensee+
−
is a U.S. Government End User. The Licensed Software is a "commercial+
−
item," as that term is defined in 48 C.F.R. 2.101 (Oct. 1995),+
−
consisting of "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), all U.S. Government End Users acquire+
−
the Licensed Software with only those rights set forth herein. The+
−
Licensed Software (including related documentation) is provided to U.S.+
−
Government End Users: (a) only as a commercial end item; and (b) only+
−
pursuant to this Agreement. +
−
+
−
+
−
+
−
+
−