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47
573104 REV C
will be entitled to the services defined in the Support and Update Agreement (“SUA”) attached hereto. In the
case that the license granted does not include Support and Update Services or in the case where such services
have expired, the Licensee may, depending on the nature of the granted license, purchase additional periods
of Support and Update Services
12.3 Use of improvements, modifications, enhancements or updates received by the Licensee under IAR Systems’
Support and Update Agreement (SUA) or received under Section 7 of this Agreement, shall be governed by the
terms and conditions contained herein.
13. TERMINATION OF THE AGREEMENT
13.1 IAR Systems shall have the right to terminate this Agreement with immediate effect if the Licensee is in
breach of any of its obligations under this Agreement, including, but not limited to (a) use of the Software in any
manner other than pursuant to the rights granted in Article 3 and 4, (b) breach of the confidentiality provisions
of Article 5, or (c) failure of the Licensee to remit payments as provided in Article 6.
13.2 This Agreement will terminate immediately without notice if Licensee suspends its payments, becomes
bankrupt or insolvent or enters into liquidation or otherwise can be regarded as insolvent.
13.3 Upon IAR Systems’ termination of this Agreement, as set out in this Article, then, IAR Systems may, at its
option, and in addition to any other rights hereunder, and in addition to any other remedies available to IAR
Systems under the law, in writing require the Licensee to return or destroy all versions of the Software and
the Documentation and any and all documentation relating thereto on any media and in any form in Licensee’s
possession. Licensee shall give a written confirmation to IAR Systems that all material related to the Software
and its operation has been returned to IAR Systems or destroyed. The provisions of this Section 13.3 shall
survive the cancellation or termination of this Agreement.
14. EXPORT CONTROL REGULATIONS
14.1 The Software and the Documentation is subject to export or import regulations in various countries,
including the regulations of the United States Export Administration Act. The Licensee hereby agrees that
the Licensee will not knowingly (a) export or reexport, directly or indirectly, any product or technical data or
any controlled products restricted by applicable national regulations, including software, received from IAR
Systems under this agreement, (b) disclose such technical data for use in, or (c) export or reexport, directly or
indirectly, any direct product of such technical data or of such other controlled products, including software,
to any destination to which such export or reexport is restricted or prohibited by U.S. or applicable non-U.S.
law, without obtaining prior written consent of IAR Systems.
15. MISCELLANEOUS
15.1 This Agreement shall not in any situation be assignable or transferable in whole or in part by either party,
without the prior written approval of the other party. This notwithstanding, IAR Systems shall be entitled
to assign this Agreement in whole or in part to a company within the IAR Systems Group, and IAR Systems
may assign this Agreement without penalty or detriment to its rights under this Agreement, and without the
Licensee’s prior written consent, in the event of a merger or similar reorganization or sale of substantially all
of IAR Systems’ assets.
15.2 No alteration or amendment to this Agreement shall be valid unless such alteration or amendment is made
in writing and signed by the parties hereto.
15.3 Any notice or other communication under this Agreement shall be made in writing either by hand or by
telefax (confirmed by airmail) or by certified or registered airmail first-class postage prepaid to the parties at
the addresses stated in the Invoice (or at such other address a party may specify by written notice to the other).
15.4 This Agreement contains the entire understanding between the parties on its subject matter, and annuls
and replaces any other agreements or understandings, whether written or oral, which may exist or have existed
between the parties on the subject matter hereof.
15.5 This Agreement shall be governed by and construed in accordance with the substantive to the courts of
the country in which IAR Systems is incorporated. Any dispute concerning this agreement or the interpretation
or validity thereof, or any other dispute based thereon, shall be submitted to the courts of the country in which
IAR Systems is incorporated.
15.6 The provisions of this Article 15 shall survive the cancellation or termination of this Agreement.
This document contains Third Party Software Notices and/or Additional Terms and Conditions for licensed
third party software components included within IAR Systems software product IAR Embedded Workbench.
These notices and/or additional terms and conditions are made a part of and incorporated by reference into
the IAR Software License Agreement.
IAR Software License Agreement
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