|
11.6 Successor and Assigns. Licensee shall not copy, assign, sublicense, sublease, redistribute,or transfer
<br /> Licensee's rights or the rights of a contractor or third party or delegate its obligations under this Agreement without
<br /> LATITUDE's and its authorized distributor's prior written consent, and any attempt to do so without LATITUDE's and
<br /> its authorized distributor's prior and written consent shall be void.This Agreement shall be binding upon the
<br /> respective successors and assigns of the parties to this Agreement. Notwithstanding, a Government contractor that
<br /> has acquired the Product(s) under contract to the Government may assign its rights under this Agreement to its
<br /> Government customer upon written notice to LATITUDE, provided the Government customer assents to the terms of
<br /> this Agreement.
<br /> 11.7 Survival of Terms.The provisions of Articles 2, 6, 7, 8, 9, 10, and 11 of this Agreement shall survive the
<br /> expiration or termination of this Agreement.
<br /> 11.8 Equitable Relief. Licensee acknowledges and agrees with LATITUDE that any breach of this Agreement by
<br /> Licensee, its employees, representatives, contractors or other third parties may cause serious and irreparable harm
<br /> to LATITUDE and/or its licensor(s)which cannot adequately be compensated in damages. Further, Licensee
<br /> acknowledges and agrees with LATITUDE that, in the event of such a breach, in addition to any and all remedies
<br /> available to LATITUDE, its licensor(s)or its authorized distributor at law, LATITUDE, its licensor(s)and/or its
<br /> authorized distributor shall have the right to seek an injunction, specific performance, or other equitable relief in any
<br /> court of competent jurisdiction without the requirement of posting a bond or undertaking or proving injury as a
<br /> condition for relief. Licensee hereby consents to any request made by LATITUDE, its licensor(s)or its authorized
<br /> distributor for an injunction, specific performance or other equitable remedy and to such an injunction, specific
<br /> performance or other equitable remedy being issued against it restraining it from any further breach of such provision
<br /> or requiring any action by Licensee whatsoever. Such injunction, specific performance or other equitable remedy
<br /> shall not be construed to preclude or to be in derogation of any other remedy to which LATITUDE may be entitled
<br /> under the laws of Canada or the home jurisdiction of Licensee.
<br /> 11.9 U.S. Government Restricted Rights.The Product(s) are provided with restricted rights.The Product(s) are
<br /> commercial computer software, commercial data, commercial Online Services, and commercial computer software
<br /> documentation. This Agreement contains LATITUDE's commercial license terms and conditions for such items. The
<br /> commercial license rights in this Agreement strictly govern Licensee's use, reproduction, or disclosure of the
<br /> Product(s). No other license terms or conditions shall apply unless expressly agreed in writing by LATITUDE and
<br /> Licensee. The Software source code is unpublished and all rights to the Product(s)are reserved under international
<br /> and national copyright laws. In the event any court, arbitrator, or board holds that the Licensee has greater rights to
<br /> any portion of the Product(s) under applicable public procurement law, such rights shall extend only to the portions
<br /> affected. Use, duplication, or disclosure by the U.S. Government is subject to restrictions as provided in FAR 52.227-
<br /> 19 (June 1987), FAR 52.227-14(ALT III) (June 1987), DFARS 252.227-7015 (Nov 1995), or NFS 1852.227-86
<br /> (December 1987), or the local, state, or foreign equivalent, as applicable.The owner or authorized licensor is Latitude
<br /> Geographics Group Ltd., 300-1117 Wharf Street,Victoria, British Columbia, Canada V8W 1T7.
<br /> 11.10 Governing Law,Arbitration
<br /> a. Licensees in Canada and the United States of America, Its Territories, and Outlying Areas.This Agreement
<br /> shall be governed by and construed in accordance with the laws of the Province of British Columbia without
<br /> reference to its conflict of laws principles. Except as provided in Article 11.8, any dispute arising out of or
<br /> relating to this Agreement, or the breach thereof,which cannot be settled through negotiation, shall be finally
<br /> settled by arbitration administered by the Canadian Commercial Arbitration Centre(in Canada) or the
<br /> American Arbitration Association (in the US) under their respective Commercial Arbitration Rules.Judgment
<br /> on the award rendered by the arbitrator may be entered into a court of competent jurisdiction. If Licensee is
<br /> a U.S. Government agency, this Agreement is subject to the Contract Disputes Act of 1978, as amended (41
<br /> U.S.0 601-613), in lieu of the Arbitration provisions of this clause.
<br /> b. All Other Licensees. Except as provided in Article 11.8, any dispute arising out of or relating to this
<br /> Agreement, or the breach thereof, which cannot be settled through negotiation, shall be finally settled under
<br /> the Rules of Arbitration of the International Chamber of Commerce by one(1)arbitrator appointed in
<br /> accordance with said Rules.The language of the arbitration shall be in English.The place of the arbitration
<br /> shall be at Vancouver, British Columbia, Canada.
<br /> c. This Agreement shall not be governed by the United Nations Convention on Contracts for the International
<br /> Sale of Goods,the application of which is expressly excluded.
<br /> d. Either party shall, at the request of the other, make available documents or witnesses relevant to the major
<br /> aspects of the dispute.
<br /> 11.11 Maintenance and Technical Support
<br /> L200 10/2018 Page 9 of 13
<br />
|