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8. AUDIT RIGHTS. You hereby acknowledge that the intellectual property rights associated with the Program are
of critical value to Enterasys and, accordingly, You hereby agree to maintain complete books, records and accounts
showing (i) license fees due and paid, and (ii) the use, copying and deployment of the Program. You also grant to
Enterasys and its authorized representatives, upon reasonable notice, the right to audit and examine during Your
normal business hours, Your books, records, accounts and hardware devices upon which the Program may be deployed
to verify compliance with this Agreement, including the verification of the license fees due and paid Enterasys and the
use, copying and deployment of the Program. Enterasys’ right of examination shall be exercised reasonably, in good
faith and in a manner calculated to not unreasonably interfere with Your business. In the event such audit discovers
non-compliance with this Agreement, including copies of the Program made, used or deployed in breach of this
Agreement, You shall promptly pay to Enterasys the appropriate license fees. Enterasys reserves the right, to be
exercised in its sole discretion and without prior notice, to terminate this license, effective immediately, for failure to
comply with this Agreement. Upon any such termination, You shall immediately cease all use of the Program and shall
return to Enterasys the Program and all copies of the Program.
9. OWNERSHIP. This is a license agreement and not an agreement for sale. You acknowledge and agree that the
Program constitutes trade secrets and/or copyrighted material of Enterasys and/or its suppliers. You agree to
implement reasonable security measures to protect such trade secrets and copyrighted material. All right, title and
interest in and to the Program shall remain with Enterasys and/or its suppliers. All rights not specifically granted to
You shall be reserved to Enterasys.
10. ENFORCEMENT. You acknowledge and agree that any breach of Sections 2, 4, or 9 of this Agreement by You may
cause Enterasys irreparable damage for which recovery of money damages would be inadequate, and that Enterasys
may be entitled to seek timely injunctive relief to protect Enterasys’ rights under this Agreement in addition to any and
all remedies available at law.
11. ASSIGNMENT. You may not assign, transfer or sublicense this Agreement or any of Your rights or obligations
under this Agreement, except that You may assign this Agreement to any person or entity which acquires substantially
all of Your stock or assets. Enterasys may assign this Agreement in its sole discretion. This Agreement shall be binding
upon and inure to the benefit of the parties, their legal representatives, permitted transferees, successors and assigns as
permitted by this Agreement. Any attempted assignment, transfer or sublicense in violation of the terms of this
Agreement shall be void and a breach of this Agreement.
12. WAIVER. A waiver by Enterasys of a breach of any of the terms and conditions of this Agreement must be in
writing and will not be construed as a waiver of any subsequent breach of such term or condition. Enterasys’ failure to
enforce a term upon Your breach of such term shall not be construed as a waiver of Your breach or prevent enforcement
on any other occasion.
13. SEVERABILITY. In the event any provision of this Agreement is found to be invalid, illegal or unenforceable, the
validity, legality and enforceability of any of the remaining provisions shall not in any way be affected or impaired
thereby, and that provision shall be reformed, construed and enforced to the maximum extent permissible. Any such
invalidity, illegality or unenforceability in any jurisdiction shall not invalidate or render illegal or unenforceable such
provision in any other jurisdiction.
14. TERMINATION. Enterasys may terminate this Agreement immediately upon Your breach of any of the terms
and conditions of this Agreement. Upon any such termination, You shall immediately cease all use of the Program and
shall return to Enterasys the Program and all copies of the Program.