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2.5 You shall not export, re-export, resell, ship or divert or cause to be
exported, re-exported, resold, shipped, or diverted, directly or indirectly,
the Software under this Agreement.
Section 3 TITLE AND OWNERSHIP
Title to all copies of Software will not pass to You at any time and remains
vested exclusively in Motorola or the copyright owner. Motorola or the
copyright owner owns and retains all of its proprietary rights in any form
concerning the Software, including all rights in patents, patent applications,
inventions, copyrights, trade secrets, trademarks, trade names, and other
intellectual properties. Nothing in this Agreement is intended to restrict the
proprietary rights of Motorola or the copyright owner or to grant by implication
or estoppel any proprietary rights. All intellectual property developed,
originated, or prepared by Motorola or the copyright owner in connection with
providing the Software, products, or related services to You remains vested
exclusively in Motorola or the copyright owner, and this Agreement does not
grant to You any shared development rights of intellectual property.
Section 4 CONFIDENTIALITY
You acknowledge that all Software contains valuable proprietary information
and trade secrets and that unauthorized or improper use of Software will result in
irreparable harm to Motorola for which monetary damages would be inadequate
and for which Motorola will be entitled to immediate injunctive relief.
Accordingly, You will limit access to Software to employees and agents who
need to use the Software for Your internal business purposes, and You will take
appropriate action with those employees and agents to preserve the
confidentiality of Software, using the same degree of care to avoid unauthorized
or improper disclosure as You use for the protection of Your own proprietary
software, but in no event less than reasonable care. Notwithstanding anything to
the contrary herein, You shall have no obligation to preserve the confidentiality
of any proprietary information that (i) was in the public domain at the time of
disclosure; (ii) entered the public domain through no fault of You; (iii) was
given to You free of any obligation to keep it confidential; (iv) is independently
developed by You; or (v) is disclosed as required by law provided that You
notify Motorola prior to such disclosure and provide Motorola with a reasonable
opportunity to respond.