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Scali MPI Connect Release 4.4 - Users Guide viii
No action, whether in contract or tort (including negligence), or otherwise arising out of or in
connection this CERTIFICATE may be brought more than six months after the cause of action
has occurred.
Termination.
SCALI has the right to terminate this CERTIFICATE with immediate effect if the LICENSEE
breaches or is in default of any obligation hereunder which default is incapable of cure or
which, being capable of cure, has not been cured within fifteen (15) days after receipt of
notice of such default (or such additional cure period as the non-defaulting party may
authorize).
SCALI may terminate this CERTIFICATE with immediate effect by written notice to the
LICENSEE and may regard the LICENSEE as in default of this CERTIFICATE, if the LICENSEE
substantially breaches the CERTIFICATE, becomes insolvent, makes a general assignment for
the benefit of its creditors, files a voluntary petition of bankruptcy, suffers or permits the
appointment of a receiver for its business or assets, or becomes subject to any proceeding
under the bankruptcy or insolvency law, whether domestic or foreign, or has wound up or
liquidated, voluntarily or otherwise. In the event that any of the above events occur, the
LICENSEE shall immediately notify SCALI of its occurrence.
In the event that either party is unable to perform any of its obligations under this
CERTIFICATE or to enjoy any of its benefits because of (or if loss of the Services is caused by)
natural disaster, action or decreed or governmental bodies or communication line failure not
the fault of the affected party (normally and hereinafter referred to as a “FORCE MAJEURE
EVENT”) the party who has been so affected shall immediately give notice to the other party
and shall do everything possible to resume performance. Upon receipt of such notice, all
obligations under this CERTIFICATE shall be immediately suspended. If the period of non-
performance exceeds twenty-one (21) days from the receipt of notice of the FORCE MAJEURE
EVENT, the party whose performance has not been so affected may, by giving written notice,
terminate this CERTIFICATE with immediate effect.
In the event that this CERTIFICATE is terminated for any reason the LICENSEE shall destroy
all data, materials, and other properties of SCALI then in its possession, provided as a
consequence of this CERTIFICATE, hereunder but not limited to SCALI SOFTWARE, copies of
the software, adaptations and merged portions in any form.
Proprietary Information
The LICENSEE acknowledges that all information concerning SCALI that is not generally
known to the public is “CONFIDENTIAL AND PROPRIETARY INFORMATION”. THE LICENSEE
agrees that it will not permit the duplication, use or disclosure of any such CONFIDENTIAL
AND PROPRIETARY INFORMATION to any person (other than its own employees who must
have such information for the performance of their obligations under this CERTIFICATE),
unless authorized in writing by SCALI.
These confidentiality obligations survive the expiration, termination or transfer of this
Certificate, independent of the cause for such expiration, termination or transfer.
Miscellaneous
The Headings and Clauses of this CERTIFICATE are intended for convenience only and shall in
no way affect their interpretation. Words importing natural persons shall include bodies
corporate and other legal personae and vice versa. Any particular gender shall mean the other
gender, and vice-versa. The singular shall include the plural and vice-versa.
All remedies available to either party for the breach of this CERTIFICATE are cumulative and
may be exercised concurrently or separately, and the exercise of any one remedy shall not be
deemed an election of such remedy to the exclusion of other remedies.
Any invalidity, in whole or in part, of any of the provisions of this CERTIFICATE shall not affect
the validity of any other of its provisions.
Any notice or other communication hereunder shall be in writing.