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6.2 IDEMIA's sole obligation to Licensee and Licensee's
<br />oclushre remedy under this warranty Is to use reasonable efforts to
<br />remedy any material Software defect covered by this warranty. Time
<br />efforts will Involve ellher replacing the media or attempting to correct
<br />significant. demonstrable program or documentation wrors or Security
<br />Vulnerabilities. If IDEMIA carrot correct the defect within a reasonable
<br />time, than at IDEMW's option, IDEMW wig replace the defective
<br />Softwere with bx4onally-equivalent Software. license to Licenses
<br />substitute Software which will acxwnnpgah the some objective, or
<br />terminate the license and refund the Licensee's paid license fee.
<br />6.3. Warranty claims are described in the Primary Agreement
<br />6.4. The express warranties set forth in this Section 6 are
<br />in Hsu of, and IDEMIA disclaims, any and all other warranties
<br />(express or implied, oral or written) with rasped to the Software
<br />or Documentation, Including, without lnttallon, any and all
<br />Implied warranties of condition, title, ran -infringement,
<br />merchantability, or fitness for a particular purpose or use by
<br />Licenses (whether or not IDEMIA knows, hes reason to know, hes
<br />been advised, or Is otherwise aware of any such purpose or rose),
<br />whether arising by law, by mason of custom or usage of trade, or
<br />by course of dealing. In addition, IDEMIA disolafms any warranty
<br />to any person other then licensee with respect to the Software or
<br />Documentation.
<br />SECTION 7. TRANSFERS
<br />Licensee will not transfer the Software or Documentation to any Oft
<br />party without IDEMIA's prior written consent. IDEMW's consent may
<br />be withheld at He discretion and may be conditioned upon transferee
<br />paying all applicable license fees and agreeing to be bound by this
<br />SECTION I. TERM AND TERMINATION
<br />8.1 Lkhenssa's right to use the Software and Documentation
<br />will begin when the Primary Agreement Is signed by both partes and
<br />will continue for the We of the Designated Products with which or for
<br />which the Software and Doaanantetim have been provided by
<br />IDEMIA, unless Licensee breeches tits Agreement. In which case this
<br />Agreement and licensee's right to use the Software and
<br />Docurtariation may be terminated Immediately upon notice by
<br />IDEMIII
<br />8.2 Within thirty (30) days after tenmination of this Agreertert.
<br />Llereee must oertify in writing to IDEMIA that all copies of the
<br />Software have been removed or deleted from the Designated Products
<br />and that all copies of the Software and Docmentstion have been
<br />returned to IDEMW or destroyed by Licensee and are no longer in use
<br />by Licensee.
<br />8.3 Licensee acknowledges that IDEMW made a considerable
<br />Investment of resources In the development, marketing, and
<br />distribution of the Software and Documentation and that Licensee's
<br />breach of this Agreement will result In Irreparable harm to IDEMW for
<br />which monetary damages would be inadequate. If Licensee breschea
<br />this Agreement, IDEMW nay terminate this Agreement and be entitled
<br />to all available remedies at law or in equity (including Immediate
<br />injunctive relief and repossession of all non-ambadded Software and
<br />associated Documentation Mess Licensee is a Federal agency of the
<br />United Stabs Govemmert).
<br />SECTION &UNITED STATES GOVERNMENT LICENSING
<br />PROVISIONS i RESTRICTED RIGHTS LEGEND
<br />This Section applies f Licensee Is the United States Government or a
<br />United States Gommment agency. Licensee's use, duplication or
<br />disclosure of the Software and Documentation under IDEMW's
<br />Wpyrigha or trade secret rights is subject to the resMCtics set forth
<br />In aubpwagraphs (cx1) and (2)ofthe Commercial ComputerSo4ware-
<br />Resbiclsd Rights clause at FAR 62.227-19 (JUNE 1987), ff applicable,
<br />unless fay are being provided to the Department of Defense. N the
<br />Software and Docunertation are being provided to the Department of
<br />Defense, Licensee's use, dupgoation, or disclosure of the Software and
<br />Dccumsntstion is subject to the restricted rights set forth in
<br />subparagraph (cxlxg) of the Rights in Technical Dots and Computer
<br />Software clause at DFARS 252.227-7013 (OCT 1988), If applicable.
<br />The Software and Documentation may or may not Include a Restricted
<br />Rights notice, or other notice referring to this Agreement. The
<br />provisions of this Agreement will continue to apply, but only to the
<br />extent that they are consistent with the rights provided to the Licensee
<br />under the provisions of the FAR or DFARS mentioned above, as
<br />applicable to the particular procuring agency and procurement
<br />transection.
<br />SECTION 10. CONFIDENTIALITY
<br />Licensee acknowledges that the Software and Documentation contain
<br />IDEMIA's valuable proprietary and Confidential Information and are
<br />IDEMIA's trade secrets. and Hart the provisions in the Primary
<br />Agreement concerning Confidential Information apply.
<br />SECTION 11. GENERAL
<br />11.1. COPYRIGHT NOTICES. The existence of a copyright
<br />notice on the Software will not be construed as an admission or
<br />presumption of publication of the Software or public disclosure of any
<br />trade secrets associated with the Software.
<br />11.2. COMPLIANCE WITH LAWS. Licensee acknowledges that
<br />the Software is subject to the laws and regulations of the United States
<br />and Licensee will comply with all applicable laws and regulations,
<br />Including export laws and regulations of the United States. Licensee
<br />WIN not. without the prior authorization of IDEMW and the appropriate
<br />govemmentel sudwity of the United States, in any form export or re-
<br />export, seg lex resell, ship or reship, or divert, through direct or Indirect
<br />mears, any item or technical data or direct or Indirect products soil or
<br />otherwise furnished to any parson within any territory for which the
<br />United States Government or any of He egerhdes at the time of the
<br />action, requires an export license or other governmental approval.
<br />Violation of tis provision Is a material breach of this Agreement.
<br />11.3. GOVERNING LAW. This Agreement is governed by the
<br />taws of the United States to the extent that they appy and otherwise
<br />by the Internal subefartiwe laws of the State to which the Software is
<br />shipped f Lfersee Is a sovereign govemment entity, b the extent they
<br />do not conflict with the laws of the United States, or the internal
<br />substantive laws of the State of Delaware if Licensee is not a sovereign
<br />government entity. The teras of ft U.N. Convention on Contracts for
<br />the Ihlartletlonal Sale of Goods do not appy. In the event that the
<br />Uniform Computer Intomiation Transaction Act, any version of this Act,
<br />or a substantially similar law (collectiveiy'UC1W) becomes applicable
<br />to a party's psrformanos under this Agreement, UCITA does riot
<br />govem any aspect of this Agreement or any license granted under this
<br />Agreement, or any of the partes' rights or obligations under this
<br />Agreement. The governing low soil be that in effect prix to the
<br />applicability of UCITA.
<br />11.4. THIRD PARTY BENEFICIARIES. This Agreement is
<br />entered into solely for to benefit of IDEMIA and Licensee. No third
<br />Party has the right to make any dein or assert any right under this
<br />Agreement. and no third party is deemed a beneficiary of this
<br />Agreement. Notwithstanding the foregoing, any licensor or supplier of
<br />third party software included in the Software will be a direct and
<br />Intended third party beneficiary of this Agreement.
<br />11.5. PREVAILING PARTY. In the event of any dispute arising
<br />out of be subject matter of this Agreement, to prevailing party shag
<br />recover, In addition to any other damages assessed, Its reasonable
<br />attorneys' fees and cart casts Incurred in arbitrating, litigating, or
<br />otherwise settling or resolving such dispute.
<br />11.8 SURVIVAL Sections 4, 6, 6.3, 7, 8, 9. 10. and 17 survive
<br />the termination of this AgmernenL
<br />Reference:IDNC-LO21819-04
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<br />idemin Identity & Security USA LLC • 5515 East La Palma Avenue, Suite 100, Anaheim, CA 92807 9 www.idemia.com
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