This Agreement, including the Exhibits attached hereto, constitutes the entire agreement and understanding between the parties hereto regarding the subject matter hereof and supersedes all other agreements, understandings, promises, representations or discussions, written or oral, between the parties regarding the subject matter hereof. This Agreement may not be amended except in writing signed by an authorized representative of each of the parties hereto. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, and which together shall constitute one and the same agreement. Each party hereto may deliver an executed copy of this Agreement to the other party via facsimile or other electronic means, and such executed copy(ies) sent/received via facsimile or other electronic means shall be deemed an original and binding copy. Notwithstanding any terms to the contrary in any non-disclosure agreements between the parties, licensee shall treat this Agreement and the content as on semiconductor's "Confidential Information" including: not using the confidential Information except as expressly set forth herein or otherwise authorized in writing; implementing reasonable. It is expressly understood that all Confidential Information transferred hereunder, and all copies, modifications, and derivatives thereof, will remain the property of on semiconductor, and the licensee is authorized to use those materials only in accordance with movie the terms and conditions of this Agreement. Upon termination of this Agreement or upon written request, license shall either return all Confidential Information to on semiconductor along with all copies and/or derivatives made, including that on computer databases and copies of portions of the confidential Information, or destroy all such Confidential Information.
Any such movie audit shall not interfere with the ordinary business operations of Licensee and shall be conducted at the expense of on semiconductor. All reports, documents, materials and other information collected or prepared during an audit shall be deemed to be the confidential information of Licensee licensee confidential Information and on semiconductor shall protect the confidentiality of all Licensee confidential Information; provided that, such Licensee confidential Information shall. 11.7 no joint Venture, agency, etc. Nothing in this Agreement shall be construed as creating a joint venture, agency, partnership, trust or other similar association of any kind between the parties hereto. The parties hereto are for all purposes of this Agreement independent contractors, and neither shall hold itself out as having any authority to act as an agent or partner of the other party, or in any way bind or commit the other party to any. In this Agreement, words importing a singular number only shall include the plural and vice versa, and section numbers and headings are for convenience of reference only and shall not affect the construction or interpretation hereof. 11.9 Entire Agreement; Amendment; counterparts; Facsimile copies.
Licensee agrees that on semiconductor (and its licensors/suppliers) shall not be liable or responsible for any claims, losses, demands, costs, expenses or liabilities whatsoever arising from or in relation to any such High Risk Use of the content, software, modifications or Licensee products by licensee. Any provision of this Agreement which is held to be invalid or unenforceable by a court in any jurisdiction shall, as to such jurisdiction, be severed from this Agreement and ineffective to the extent of such invalidity or unenforceability without invalidating the remaining portions hereof. Failure by either party hereto to enforce any term of this Agreement shall not be held a waiver of such term nor prevent enforcement of such term thereafter, unless and to the extent expressly set forth in a writing signed by the party charged with. 11.5 Remedies Not Exclusive. The remedies herein are not exclusive, but rather are cumulative and in addition to all other remedies available to on semiconductor. Licensee agrees that it shall maintain accurate and complete records relating to its activities under Section.1(b iii) of this Agreement during the term of this Agreement. Upon reasonable advance written notice, on semiconductor shall have the right no more frequently than once in any 12 month period during the term of the Agreement, through an independent third party approved by licensee in writing (such approval not to be unreasonably withheld.
Health, safety and Environmental Compliance (Optional
On semiconductor (and its licensors/suppliers) shall not be responsible or liable under any circumstances or any legal theory, whether in contract, tort (including negligence strict liability or otherwise, for any lost revenue or profits or any other commercial or economic loss, or for any direct. On semiconductor's total liability for any and all costs, damages, claims, indemnificable claims, or losses whatsoever arising out of mba or in connection with this agreement or products supplied by this agreement is limited to the aggregate amount paid by licensee to on semiconductor for the. Licensee acknowledges and agrees that Licensee is solely and wholly responsible and liable for any and all Modifications, licensee products, and any and all of Licensee's Products other products and/or services, including without limitation, with respect to the installation, manufacturing, testing, distribution, use, support and/or. Licensee shall, at Licensee's sole expense, defend, indemnify and hold harmless on semiconductor and its subsidiaries and affiliates from and against any and all claims, demands, suits, actions, and proceedings Claim(s and all related damages, costs, and expenses (including reasonable attorneys fees arising from, related. On semiconductor shall: (a) notify licensee promptly upon learning of such a claim; (b) give licensee reasonable information and assistance regarding such Claim; and (c) tender to licensee authority to direct the defense of such Claim, including negotiation of any settlement in relation thereto, provided. Licensee agrees that it shall not issue any press releases containing, nor advertise, reference, reproduce, use or display, on semiconductor's name or any on semiconductor trademark without on semiconductor's express prior written consent in each instance; provided, however, that Licensee may indicate that the licensee.
Licensee shall not distribute externally or disclose to any customer or to any third party any reports or statements that directly compare the speed, functionality or other performance results or characteristics of the software with any similar third party products without the express prior written. This Agreement shall be governed by the laws of the State of New York, and applicable. Federal law, without giving effect to conflict of law or to choice of law principles, and excluding the 1980 United Nations Convention on Contracts for the International Sale of goods, if applicable. Neither this Agreement, nor any of the rights or obligations herein, may be assigned or transferred by licensee without the express prior written consent of on semiconductor, and any attempt to do so in violation of the foregoing shall be null and void. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties, their successors and assigns. 11.3 Limitations on Use. The software is not designed, developed, licensed or provided for use in connection with any nuclear facility, or in connection with the flight, navigation or communication of aircraft or ground support equipment, or in connection with military or medical equipment/applications or activities, or any other.
Without limiting the foregoing, on semiconductor (and its licensors/suppliers) hereby disclaims any and all representations and warranties in relation to the content, any modifications, or this agreement, whether express, implied, statutory or otherwise, including without limitation any and all representations and warranties of merchantability, fitness. Licensee acknowledges and agrees that on semiconductor (and its licensors/suppliers) has no and shall have no obligation or responsibility whatsoever under this Agreement to provide to licensee, customers, or any third party, any maintenance, support or assistance support including without limitation in relation to the. However, during the term of this Agreement on semiconductor may from time-to-time in its sole discretion provide such Support to licensee, and provision of same shall not create nor impose any future obligation on on semiconductor to provide any such Support. Such Support may include provision by on semiconductor to licensee of updates and/or upgrades to the content, which may include bug fixes and/or error corrections, and any such updates and/or upgrades to the software provided by on semiconductor to licensee shall be deemed and considered. Licensee is and shall be solely responsible and liable for any modifications and for any licensee products, and for testing the software, modifications and Licensee products, and for testing and implementation of the functionality of the software and Modifications with the licensee products. The term of this agreement is perpetual unless terminated by on semiconductor as set forth herein.
5.2, termination by on semiconductor. On semiconductor shall have the right to terminate this Agreement upon written notice to licensee if: (i) Licensee commits a material breach of this Agreement and does not cure or remedy such breach within thirty (30) days after receipt of written notice of such breach. 5.3, effect of Termination/Expiration. The following Sections of this Agreement shall survive the termination or expiration of this Agreement for any reason:.1(e.2,.3,.4, 3, 4, 5, 7, 8, 9 and 10 (excluding only the record retention obligations and audit rights set forth in Section.6, which. Any content or Modifications distributed by licensee to customers pursuant to section.1(b iii) of this Agreement prior to the effective date of such termination or expiration of this Agreement, shall not be effected solely by reason of such termination or expiration of this Agreement. Upon the effective date of termination of this Agreement, all licenses granted to licensee hereunder shall terminate and Licensee shall cease all use, copying, modification and distribution of the content and shall promptly either destroy or return to on semiconductor all copies of the content. Within 30 days after the termination of the Agreement, licensee shall furnish a statement certifying that all Content and related documentation have been destroyed or returned to on semiconductor. Licensee agrees that it shall comply fully with all relevant and applicable export laws and regulations of the United States or foreign governments Export Laws to ensure that neither the content, nor any direct product thereof is: (i) exported directly or indirectly, in violation.
T : Occupational, safety and, health, network
Licensee shall ensure that it has obtained all necessary book licenses and rights to use any such third party software/tools/products which are necessary in order to utilize the content. Except as expressly permitted hippie in this Agreement, licensee shall not use, modify, copy or distribute the content or Modifications. The content is the confidential information of on semiconductor (and/or its licensors/suppliers). Except as expressly permitted in this Agreement, licensee shall not disclose, or allow access to, the content or Modifications to any third party. Except as expressly permitted in this Agreement, licensee shall not itself and shall restrict Customers from: copying, modifying, creating derivative work of, decompiling, disassembling or reverse-engineering the content (or any part thereof). 2.4 Licensee acknowledges and agrees that Licensee is solely and wholly responsible and liable for any and all Modifications, licensee products, and any and all other products and/or services of Licensee, including without limitation, with respect to the installation, manufacturing, testing, distribution, use, support and/or. The content is provided by on semiconductor to licensee hereunder "as is" and without any representations or warranties whatsoever.
At a minimum such license agreement shall safeguard on semiconductor's ownership rights to the software. Such license agreement may be a "break-the-seal" or "click-to-accept" license agreement. H) The content is licensed for use only with the on semiconductor Products. Use of the content with non-on semiconductor Products is not licensed hereunder. 2.2, ownership; no implied Licenses. Subject to the licenses expressly granted herein by on semiconductor to licensee, on semiconductor (and/or writing its licensors/suppliers) retains all rights, title and interest in and to the content and all patents, copyrights, trademarks, trade secrets, and all other proprietary or intellectual rights therein. On semiconductor (and/or its licensors/suppliers) reserves all rights not expressly granted hereunder, and there are no implied licenses granted by on semiconductor hereunder. Certain elements of the content may be provided in files/data formatted for use with or by certain third party software/tools/products. No licenses or rights to any such third party software/tools/products are granted to licensee by on semiconductor.
that the delivery of any software does not constitute a sale and the software is only licensed. A) on semiconductor hereby grants to licensee a fully paid-up, royalty-free, non-exclusive, non-transferable and non-sublicensable license to modify the software as necessary to enable licensees products licensee products utilizing the software to operate, or interface with only products sold to licensee by or on behalf. B) In addition, on semiconductor hereby grants to licensee a fully paid-up, royalty-free, non-exclusive, non-transferable license to: (i) use the content, including as modified by licensee, with Licensee products solely for the purpose of enabling such Licensee products to operate or interface with only. C) Notwithstanding anything herein to the contrary, no license or right of any kind is granted herein by on semiconductor (or its licensors/suppliers) to licensee to disclose, distribute or otherwise provide the content, software or Modifications (defined below) in a format which is customarily read. D) Licensee agrees that it shall not take any actions whatsoever that could or would cause the content, software, or Modifications or any portion thereof to become subject to the gnu general Public License (gpl gnu lesser General Public License (lgpl mozilla public License (mpl. E) In the event Licensee makes modifications to the software made by or on behalf of Licensee (each a "Modification licensee shall notify on semiconductor of any modifications and provide on semiconductor with a source code formatted copy of each such Modification within thirty (30). On semiconductor shall own any modifications to the software. F) Licensee shall retain, and shall require each Customer to retain, all copyright and other notices within the content, software and Modifications developed by licensee hereunder. G) Licensee may only distribute the software or Modifications to its Customers pursuant to a written license agreement.
If you agree to this Agreement on behalf of a company, you represent and warrant that you have authority to bind such best company to this Agreement, and your agreement to these terms will be regarded as the agreement of such company. In that event, "Licensee" herein refers to such company. This Agreement is a legal contract between Licensee and. Semiconductor Components Industries, llc a delaware limited liability company (d/b/a on semiconductor) having its principal place of business at 5005. McDowell road, Phoenix, Arizona 85008,. S.A., on semiconductor and its affiliates and subsidiaries on semiconductor. Licensee agrees that it has received a copy of the content, including Software (i.e. Human-readable and editable code source code executable code object code data sheets, boms, schematics, application notes, design development tools, evaluation board material (i.e. Bom, gerber, user manual, schematic, test procedures, etc.
Occupational safety and health
Jobs in oil, energy, mining, geoscience, seismology, geodesy, biogeochemistry, earth science, earth system science, environmental science, environmental engineering, remediation, contaminated land, agriculture, forestry, ecology, plant science, meteorology, atmospheric science, oceanography, marine science, geography, hydrology, hydrogeology, soil science, remote sensing, gis, geomatics, geotechnical / civil engineering. Download Agreement, important - read before downloading, copying, installing, or using. Do not download, copy, install, or use this content until you (the "licensee have carefully read the following terms and conditions. Downloading, copying, installing, or using the content, you agree to the. Terms make of this agreement. If you do not wish to so agree, do not. Download, copy, install, or use the content.