Samsung A727 - SGH Cell Phone 28 MB User Manual download pdf (Page 194)

CELLDEK® SOFTWARE LICENSE

CellDEK® User Manual 194

disclosing Party; or

9.3.2 is received from a third party without breach of any other

confidentiality arrangements; or

9.3.3 is or becomes public knowledge other than by breach of this

Clause or is independently developed by or for the receiving Party; or

9.3.4 is required to be disclosed by any applicable law or by order of

any Court of competent jurisdiction or any government body, agency or

regulatory body, provided that the receiving Party shall use all

reasonable endeavours to give the other Party not less than two

business days’ written notice of the disclosure.

9.4 The Parties shall ensure that their respective employees, agents and

sub-contractors comply with the provisions of this Clause and are bound by

terms and conditions of use and non-disclosure at least as onerous as those

contained in this Clause.

9.5 The obligations in this Clause shall continue in force notwithstanding

termination of this Agreement for any reason.

9.6 If this Agreement is terminated, the receiving Party shall return or

destroy at the request of the disclosing Party all Confidential Information of the

disclosing Party.

10 TERMINATION

10.1 This Agreement may be terminated:

10.1.1 by either Party upon giving not less than sixty (60) days written

notice to the other;

10.1.2 forthwith by either Party upon giving written notice to the other if

the other commits any material breach of this Agreement and which (in

the case of a breach capable of remedy) shall not have been remedied

within thirty (30) days of a written request to remedy the same (and

non-payments of sums when due to the Licensor shall be a material

breach);

10.1.3 forthwith by either Party upon giving written notice to the other

Party if the other Party makes or proposes to make any arrangement or

composition with its creditors or has a receiver, administrative receiver,

administrator, liquidator, manager or similar officer appointed in respect

of all or any part of its assets or passes a resolution for winding-up

(otherwise than for the purpose of a solvent amalgamation or

reconstruction where the resulting entity assumes all of the obligations of

the relevant party under this Agreement), or (in the case of an individual)

commits any act of bankruptcy or dies, or (in the case of a partnership)

is dissolved, or undergoes or suffers any analogous acts or proceedings

under any foreign law;

10.1.4 if the other Party shall commit any act of bankruptcy, shall have a

receiving order made against it, shall make or negotiate for any

composition or arrangement with or assignment for the benefit of its

creditors or if the other party being a body corporate, shall present a

petition or have a petition presented by a creditor for its winding up or

shall enter into any liquidation (other than for the purpose of

reconstruction or amalgamation), shall call any meeting of its creditors,

shall have a receiver of all or any of its undertakings or assets

appointed, shall be deemed by virtue of section 123 of the Insolvency

Act 1986 to be unable to pay its debts, or shall cease to carry on

business; or

10.1.5 forthwith by either Party upon giving written notice to the other if

the other shall cease to carry on its business or substantially the whole

of its business.

10.2 Any termination of this Agreement (however occasioned) shall not

operate so as to affect any accrued rights or liabilities of either Party.

10.3 Within fourteen (14) days of the termination of this Agreement

(howsoever and by whomsoever occasioned) You shall return or

destroy (as the Licensor shall instruct) all copies of the Licensed Software

Materials in its possession and a duly authorised officer of You shall

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