Leica Biosystems PELORIS_PELORIS II - Manual (Page 8)

Software Licence Terms
Leica PELORIS™ User Manual Rev K © Leica Biosystems Melbourne Pty Ltd 2011 8
(e) any failure by the Licensee to comply with laboratory practices that are consistent with industry practice, laws,
guidelines or decisions in the handling or use of the Software
(f) the Licensee's negligent acts or omissions; and/ortany other use or misuse of the Software by the Licensee.
10 Term and termination
10.1 Term
This agreement commences on the Effective Date and continues until terminated in accordance with this agreement.
10.2 Termination
(a) The Licensee may terminate this agreement at any time by destroying all copies of the Software and Documentation.
(b) The Licensee’s rights under this agreement will terminate immediately without notice from Leica Microsystems if the
Licensee fails to comply with any provision of this agreement or if the Licensee does not strictly observe the terms of
payment under the Supply Agreement, and on termination, the Licensee must destroy all copies of Software and
Documentation in its possession or control.
10.3 Accrued rights and remedies
Termination of this agreement under this clause 10 does not affect any accrued rights or remedies of either party.
10.4 Survival
Clauses 4 (Intellectual property), 7 (Confidentiality and privacy), 8 (Exclusions and limitations), 9 (Indemnity), 10.3
(Accrued rights and remedies), 10.4 (Survival), 11 (Force majeure) and 12 (General) continue after termination of this
agreement.
11 Force majeure
Neither party will be liable for any delay or failure to perform its obligations pursuant to this agreement (other than on
obligation to pay money) if that delay is due to Force Majeure. If a delay or failure of a party to perform its obligations is
caused by or anticipated due to Force Majeure, the performance of that party’s obligations will be suspended. Either party
may terminate this agreement if a Force Majeure persists for a continuous period of 90 days.
12 General
12.1 Severance
Part or all of any provision of this agreement that is illegal or unenforceable may be severed from this agreement and the
remaining provisions will continue in force.
12.2 Entire agreement
This agreement (including any additional terms notified to the Licensee by Leica Microsystems) constitutes the entire
agreement between the parties and supersedes any prior representations, warranties, understandings or agreements that
relate to the same subject matter.
12.3 Variation
This agreement may only be amended by agreement in writing between the parties.
12.4 Governing law
This agreement is governed by the laws of the State of Victoria, Australia, and the parties submit to the non-exclusive
jurisdiction of the courts in that State.