|
AUTHORIZED TO MODIFY THIS AGREEMENT OR TO MAKE ANY WARRANTY,
<br />REPRESENTATION OR PROMISE WHICH IS DIFFERENT THAN, OR IN ADDITION TO, THE
<br />TERMS OF THIS AGREEMENT.
<br />(c) Waiver. No waiver of any right under this Agreement shall be effective unless in a writing, signed by
<br />a duly authorized representative of ESi. No waiver of any past or present right arising from any breach or
<br />failure to perform shall be deemed to be a waiver of any future right arising under this Agreement.
<br />(d) Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be void
<br />or unenforceable for any reason, that provision shall be reformed to the extent necessary to make the
<br />language enforceable. All other provisions of this Agreement shall remain in full force and effect.
<br />20 Export Controls
<br />(a) Licensee acknowledges that the Software and Documentation are subject to United States export
<br />laws. Licensee shall not, nor shall Licensee authorize or permit its directors, employees, consultants,
<br />independent contractors or other persons, to export, re-export, disclose or otherwise provide the Software
<br />and/or Documentation to any country unless an appropriate license, exemption or authorization has been
<br />obtained from the U S. Government.
<br />(b) Licensee expressly agrees that Licensee shall not export, re-export, barter, or otherwise provide or
<br />disclose the Software and Documentation, in whole or in part, to: (a) any country covered by any United
<br />States trade embargo; (b) any person listed on the United States Department of Treasury's list of Specially
<br />Designated Nationals; (3) any person or entity listed on the United States Department of Commerce
<br />Denied Persons List; (4) any person or entity listed on the United States Department of Commerce
<br />Unverified or Entity Lists; (5) any person or entity listed on the United States Department of State
<br />Debarred List; or (6) any person or entity where such export, re-export, barter, disclosure or provision
<br />violates United State export control law or regulation. Licensee represents and warrants that neither it nor
<br />its directors, employees, consultants, nor any other persons or entities who may gain access to the
<br />Software and Documentation through the Licensee, are persons or entities subject to such U.S. export
<br />controls.
<br />(c) Licensee agrees to defend, indemnify, and hold harmless ESi from and against any claim, loss,
<br />liability, damage or expense, including fines or legal fees incurred by ESi with respect to any of
<br />Licensee's export or re-export activities contrary to the foregoing instructions
<br />21 U.S. Government Rights.
<br />(a) If Licensee is an agency, department, or other entity of the United States Government
<br />("Government"), or funded by the United States Government, Licensee's use, duplication, reproduction,
<br />release, modification, disclosure or transfer of the Software, Documentation, technical specifications, or
<br />any related materials of any kind, including technical data, is restricted in accordance with Federal
<br />Acquisition Regulation ("FAR") 12.212 for civilian agencies, Defense Federal Acquisition Regulation
<br />Supplement ("DFARS") 227 7202 for military agencies and the equivalent regulations for the Department
<br />of Energy. The use of the Software and Documentation is further restricted in accordance with the terms
<br />of this Agreement, or any modification thereto.
<br />(b) The Software and Documentation are commercial computer software and commercial computer
<br />software documentation. Licensee shall ensure that each copy used or possessed by or for the Government
<br />is labeled with the following: "Manufacturer is ESi Acquisition, Inc., 823 Broad Street, Augusta, GA
<br />30901. ALL RIGHTS RESERVED. PROPRIETARY PRODUCTS." For the purpose of any federal,
<br />Rev 01/13/2014
<br />
|