Format: https://www.debian.org/doc/packaging-manuals/copyright-format/1.0/ Upstream-Name: dahdi-linux Source: http://git.asterisk.org/gitweb/?p=dahdi/linux.git;a=summary Comment: This is a binary package that only installs firmware files and a few scripts to install them. Thus licenses of the source files mostly apply only to redistribution of the sources and not to the binary package. . Several Xorcom firmware files are included. They are freely distributable but may not be modified. The Octasic firmware has even more limitations beyond that and may only be used with the device and such. Files: * Copyright: 2001-2015, Digium, Inc License: GPL-2-Digium Files: debian/* Copyright: 2015 Oron Peled License: GPL-2+ Files: drivers/dahdi/xpp/* Copyright: 2004-2015, Xorcom License: GPL-2+ Files: drivers/dahdi/xpp/firmwares/*.hex Copyright: 2004-2015, Xorcom License: Xorcom-Firmwares Redistribution and use of the microcode software ( Firmware ) is permitted provided that the following conditions are met: . 1. Firmware is redistributed verbatim without any modification; 2. Any reproduction of Firmware must contain the above copyright notice, this list of conditions and the below disclaimer in the documentation and/or other materials provided with the distribution; and 3. The name of Xorcom may not be used to endorse or promote products derived from this Firmware without specific prior written consent. . Disclaimer: Xorcom provides this firmware "as is" with no warranties or indemnities whatsoever. Xorcom expressly disclaims any express, statutory or implied warranties, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose and non-infringement. In no event shall Xorcom be liable for any direct, indirect, incidental, special, exemplary, or consequential damages (including, but not limited to, procurement of substitute goods or services; loss of use, data, or profits; or business interruption) however caused and on any theory of liability, whether in contract, strict liability, or tort (including negligence or otherwise) arising in any way out of the use of this firmware, even if advised of the possibility of such damage. User acknowledges and agrees that the purchase or use of the firmware will not create or give grounds for a license by implication, estoppel, or otherwise in any intellectual property rights (patent, copyright, trade secret, mask work, or other proprietary right) embodied in any other Xorcom hardware or firmware either solely or in combination with the firmware. Files: debian/OCT6104E-256D.ima Copyright: 2012, Octasic Inc. License: Octasic Comment: This is NOT a general license. This is a copy of a license granted by Octasic Inc. to Xorcom Inc. . Generally however it allows everyone free redistribution of unmodified licensce files with the usual limitations (e.g.: no reverse engineering). Files: drivers/dahdi/xpp/XppConfig.pm License: GPL-1+ or Artistic This program is free software; you can redistribute and/or modify it under the same terms as Perl itself. . On Debian systems you may find the Artistic License on /usr/share/common-licenses/Artistic and the General Public License v.1 on /usr/share/common-licenses/GPL-1 . Copyright: 2008, Xorcom Comment: Written by Oron Peled Files: drivers/dahdi/dahdi-sysfs-chan.c drivers/dahdi/dahdi-sysfs.c drivers/dahdi/dahdi.h Copyright: 2011, Digium, Inc 2011, Xorcom 2011-2012, Digium, Inc 2011-2012, Xorcom License: GPL-2-Digium Files: drivers/dahdi/oct612x/* Copyright: 2001-2007 Octasic Inc. License: GPL-2+-OCTAPI Files: drivers/dahdi/datamods/hdlc_cisco.c drivers/dahdi/datamods/hdlc_fr.c drivers/dahdi/datamods/hdlc_generic.c drivers/dahdi/datamods/hdlc_ppp.c drivers/dahdi/datamods/hdlc_raw.c drivers/dahdi/datamods/hdlc_raw_eth.c Copyright: 1999 - 2005, Krzysztof Halasa License: GPL-2-Digium Files: drivers/dahdi/dahdi-base.c drivers/dahdi/dahdi-version.c drivers/dahdi/makefw.c drivers/dahdi/tor2-hw.h drivers/dahdi/tor2.c drivers/dahdi/wct4xxp/base.c Copyright: 2001, - 2012, Digium, Inc 2001, Jim Dixon 2001-2008, Digium, Inc 2001-2012, Digium, Inc 2011, Digium, Inc Zapata Telephony License: GPL-2-Digium Files: drivers/dahdi/voicebus/GpakApi.c drivers/dahdi/voicebus/GpakApi.h drivers/dahdi/voicebus/GpakHpi.h drivers/dahdi/voicebus/gpakErrs.h drivers/dahdi/voicebus/gpakenum.h Copyright: 2001 - 2005, Adaptive Digital Technologies, Inc License: GPL-2-Digium Files: drivers/dahdi/voicebus/GpakCust.c Copyright: 2005, Adaptive Digital Technologies, Inc 2005-2010, Digium Incorporated License: GPL-2-Digium Files: drivers/dahdi/biquad.h drivers/dahdi/dahdi_echocan_sec.c drivers/dahdi/dahdi_echocan_sec2.c drivers/dahdi/ecdis.h drivers/dahdi/fir.h Copyright: 2001, Steve Underwood 2002, Steve Underwood License: GPL-2-Digium Files: drivers/dahdi/datamods/syncppp.c Copyright: 1994 Cronyx Ltd. Comment: Author: Serge Vakulenko, License: GPL-2+ Files: drivers/dahdi/dahdi_dynamic_loc.c Copyright: 2004, Axialys Interactive License: GPL-2-Digium Files: drivers/dahdi/dahdi_dummy.c Copyright: 2002, Hermes Softlab 2004-2012, Digium, Inc License: GPL-2-Digium Comment: Not used anymore. Files: drivers/dahdi/wctdm24xxp/base.c Copyright: 2005, - 2012, Digium, Inc 2006, Jim Dixon and QRV Communications License: GPL-2-Digium Files: drivers/dahdi/pciradio.c Copyright: 2001-2007, Jim Dixon Zapata Telephony License: GPL-2-Digium License: GPL-2-Digium * This program is free software, distributed under the terms of * the GNU General Public License Version 2 as published by the * Free Software Foundation. See the LICENSE file included with * this program for more details. . On Debian systems, the complete text of the GNU General Public License version 2 can be found in "/usr/share/common-licenses/GPL-2". License: GPL-2+ This package is free software; you can redistribute it and/or modify it under the terms of the GNU General Public License as published by the Free Software Foundation; either version 2 of the License, or (at your option) any later version. . This package is distributed in the hope that it will be useful, but WITHOUT ANY WARRANTY; without even the implied warranty of MERCHANTABILITY or FITNESS FOR A PARTICULAR PURPOSE. See the GNU General Public License for more details. . You should have received a copy of the GNU General Public License along with this program. If not, see . On Debian systems, the complete text of the GNU General Public License version 2 can be found in "/usr/share/common-licenses/GPL-2". License: GPL-2+-OCTAPI This file is part of the Octasic OCT6100 GPL API . The OCT6100 GPL API is free software; you can redistribute it and/or modify it under the terms of the GNU General Public License as published by the Free Software Foundation; either version 2 of the License, or (at your option) any later version. . The OCT6100 GPL API is distributed in the hope that it will be useful, but WITHOUT ANY WARRANTY; without even the implied warranty of MERCHANTABILITY or FITNESS FOR A PARTICULAR PURPOSE. See the GNU General Public License for more details. . You should have received a copy of the GNU General Public License along with the OCT6100 GPL API; if not, write to the Free Software Foundation, Inc., 51 Franklin St, Fifth Floor, Boston, MA 02110-1301 USA. . On Debian systems, the complete text of the GNU General Public License version 2 can be found in "/usr/share/common-licenses/GPL-2". License: Octasic KEYED OBJECT CODE LICENSE AGREEMENT . THIS OBJECT CODE LICENSE AGREEMENT is made as of the 4th day of June, 2012 (the “Effective Date”) by and between Octasic Inc., a corporation incorporated under the federal laws of Canada having its principal place of business at 4101 Molson Street, Suite 300, Montreal, Quebec, Canada H1Y 3L1 and fax no. (514) 282-7672 (“Octasic”) and XORCOM Ltd., a corporation incorporated under the laws of Israel having its principal place of business at Rabin House, Misgav Industrial Park, 20174 Israel (the “Licensee”). . BACKGROUND 1. Octasic designs and sells various models of semiconductor products for use in various applications. 2. Octasic provides a binary object code image and a license key file to purchasers of its semiconductors which is loaded to a device by the purchaser to enable its operation. A different version of the license key file is provided for use with each different model of a semiconductor product. 3. The Licensee has agreed to purchase certain models of Octasic semiconductors identified by a valid quotation from Octasic. 4. Octasic has agreed to provide to the Licensee, pursuant to the terms of this Agreement, a License Unit License to use a single instance of binary object code image and license key file in conjunction with the purchase of a corresponding model of Octasic semiconductor device. 5. Octasic has agreed to provide to the Licensee, pursuant to the terms of this Agreement, a Development License to use any number of instances of a binary object code image and license key file within the Licensee’s premises to develop product that incorporates one or more Octasic semiconductor devices. 6. If the Octasic code provided under this agreement provides an implementation of the Global IP Solutions iLBC codec, this code implementation was developed using Source Code from Global IP Solutions and is distributed under the terms of the “Global  IP Solutions iLBC Public License, v3.0”.  In compliance with said license, the Source Code version of the Original Code is available under the terms of this license. . NOW THEREFORE the Parties hereby agree as follows: . ARTICLE I INTERPRETATION 1.1 Definitions. In this Agreement, unless the context requires otherwise, the following terms shall have the following meanings: “Agreement” means this Object Code License Agreement as the same may be amended from time to time in accordance with the provisions hereof; “hereof”, “hereto” and “hereunder” refer to this Agreement as a whole and not to any particular article or section. “Article” or “Section” refer to the specified article or section of this Agreement; “Confidential Information” means all information relating to either Party or to such Party’s business, products, sales, customers, trade secrets, technology or financial position to which access is obtained or granted by virtue of entering into, or carrying out the terms of, this Agreement which when disclosed to the other Party is marked or otherwise designated as confidential or which, by the nature of the information or the circumstances of its disclosure, would reasonably be regarded as confidential. In all cases, Confidential Information automatically includes the Object Code in any form. Confidential Information shall not include any data or information which is, or becomes, publicly available other than by breach of this Agreement or which a Party can establish was either lawfully in its possession prior to receipt from the disclosing Party or was obtained from a third party having no obligation of confidence with respect thereto; “Device” means an Octasic semiconductor product; “Model” means an orderable item from Octasic identified in a valid quotation which when purchased by the Licensee results in the delivery of a specific Octasic Device and the transfer to the Licensee of a single and specific License Unit License identified by the Quotation. “Effective Date” has the meaning given thereto on the first page of this Agreement; “Parties” means Octasic and the Licensee and Party means either one of them; “Person” includes an individual, company, corporation, partnership, government or governmental agency, authority or entity howsoever designated or constituted; “Object Code” means a binary object code image with its associated license key file which is loaded to a Device to enable its operation. This binary object code image and license key file are delivered by Octasic via various media to purchasers of its semiconductor products. Different versions of this Object Code with different license key files may be provided for use with different models and includes any modifications, improvements, corrections or new versions of the Object Code that may be provided by Octasic to the Licensee from time to time. 1.2 Headings. The headings in this Agreement are for convenience of reference only and shall not affect the construction or interpretation hereof. 1.3 Entire Agreement. This Agreement constitutes the entire Agreement between the Parties pertaining to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions, oral or written, between the Parties. The execution of this Agreement has not been induced by, nor do either of the Parties rely upon or regard as material, any representations, warranties, conditions, other agreements or acknowledgements not expressly made in this Agreement. 1.4 Severability. If any of the provisions contained in this Agreement are found by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, the validity, legality or enforceability of the remaining provisions contained herein shall not be in any way affected or impaired thereby. 1.5 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Province of Quebec and the federal laws of Canada applicable therein (excluding any conflicts of laws rules which would refer its construction to the laws of another jurisdiction) and shall be treated, in all respects, as a Quebec contract. The Parties hereby irrevocably submit to the non-exclusive jurisdiction of the courts of the Province of Quebec. The Parties expressly exclude the application of the United Nations Convention on Contracts for the International Sale of Goods. . ARTICLE II LICENSE TERMS 2.1 License Unit License. Subject to the terms and conditions of this Agreement, for each Model unit purchased by Licensee, Octasic grants to Licensee a limited, nonexclusive, non-transferable, worldwide Object Code license to use, copy, and distribute the Object Code solely when embedded in Licensee's product. Each License Unit License permits the loading and execution of the Object Code on a single Device. Licensee may sublicense to Licensee's customers the right to use the Object Code solely when embedded in Licensee's Product. Licensee agrees any such sublicense to the Object Code shall be pursuant to a written license agreement between Licensee and sublicensee which restricts sublicensee's use to Object Code embedded in a product and prohibits sublicensee from copying the Object Code, or reverse engineering, decompiling, or disassembling the Object Code. Licensee may not sublicense the Object Code other than as explicitly set forth in this Section. Licensee does not obtain any rights pursuant to the License Unit License other than as explicitly granted in this agreement. 2.2 Development License. Upon execution of this Agreement and subject to the terms and conditions of this Agreement, Octasic grants to Licensee a limited, nonexclusive, non-transferable, Object Code license to (i) use the Object Code for Licensee's internal use on projects related to producing products to be sold by Licensee, on Licensee’s premises only and (ii) use Object Code to demonstrate Licensee's product to Licensee's customers and potential customers. This Development License only entitles Licensee to use the Object Code for internal use and demonstration as set forth herein, and does not give the Licensee the right to use the Object Code, modify the Object Code, or distribute, sublicense or otherwise transfer the Object Code directly or indirectly through third parties. Licensee does not obtain any rights pursuant to the Development License other than those explicitly granted in this Agreement. 2.3 Restrictions on Use. The Licensee acknowledges that the Object Code represents an important asset of Octasic’s and that any unauthorized use by the Licensee, or by any other Person, could cause significant damage to Octasic’s business. Accordingly, the Licensee agrees that it shall not, for any purpose: a) attempt to modify the Object Code; b) attempt to reverse engineer, decompile, disassemble, reverse assemble, reverse compile or in any other manner attempt to derive source code or other Confidential Information from the Object Code; c) license or distribute the Object Code in conjunction with any computer software, firmware or hardware that enables or permits any use of the Object Code, or any portion of it, other than the limited uses expressly permitted herein; or The Licensee shall take all reasonable precautions to prevent third parties, including its third party manufacturers and customers, from using the Object Code in any way that would constitute a breach of this Agreement including, without limitation, taking such precautions as the Licensee would otherwise take to protect its own proprietary Object Code. 2.4 Distribution License. As an alternative to section 2.1 to 2.3 but subject to the other terms and conditions of this Agreement, the Licensee may also distribute and sublicense the Object Code as part of a Licensee software product. Although distributed separately, the Object code is intended to be used solely with the Device. . ARTICLE III TITLE 3.1 Octasic Ownership. The Licensee acknowledges and agrees that the Object Code is the exclusive property of Octasic and that no term of this Agreement shall be construed as conveying title in the Object Code, or any portion thereof, to the Licensee. The Licensee shall not take any action which purports to create a claim, lien or encumbrance on the Object Code and any such act, if taken, shall be void. 3.2 Copyright Notices. The Licensee shall ensure that all copies of the Object Code distributed to its manufacturers and its customers include the copyright notices and proprietary legends of Octasic as they appear in the Object Code. . ARTICLE IV CONFIDENTIALITY 4.1 Confidentiality. Subject to Section 4.2 hereof, each Party agrees that it shall keep the Confidential Information of the other Party in the strictest confidence and that it shall take all reasonable precautions to protect the Confidential Information from any use, disclosure or copying except as expressly authorized by this Agreement. Each Party shall restrict access to the Confidential Information to those of its employees requiring access to it for the purpose of carrying out the terms of, or exercising the rights authorized by, this Agreement. Each Party shall implement such procedures as the other Party may reasonably request from time to time to improve the security of the Confidential Information in its possession. 4.2 Mandatory Disclosure. A Party may disclose such Confidential Information of the other Party as is required in order to comply with a court order or other legal requirement provided that, if a Party receives notice indicating that it may be legally compelled to disclose such Confidential Information, it will provide the other Party with prompt notice of such requirement so that the other Party may, at its sole option, discretion and expense, seek a protective order or other appropriate remedy. In any event, a Party disclosing Confidential Information pursuant to this Section 4.2 shall only disclose that portion of the Confidential Information as is required to comply with the legal requirement. . ARTICLE V AUDIT 5.1 Record Keeping. The Licensee shall keep full, clear and accurate records regarding the manufacture and sale of products containing the Object Code or any portion thereof. These records, for any particular Object Code, shall be retained for at least five (5) years from the date that the Licensee pays the purchase price for any Model provided by Octasic with which the Licensee is authorized to use the Object Code pursuant to the terms hereof. 5.2 Audit. Octasic may, at its request, have an independent public accountant examine the Licensee’s records with respect to the manufacture and sale of products containing the Object Code. Such examination shall take place upon reasonable notice and during the normal business hours of the Licensee. The Licensee hereby agrees that it shall grant access to the relevant records and cooperate with the independent accountant engaged by Octasic during conduct of the audit. The costs of the audit shall be borne by Octasic unless the audit reveals breach of this Agreement in which event all costs relating to the audit shall be borne by the Licensee. . ARTICLE VI WARRANTIES AND INDEMNITIES 6.1 Free of Encumbrances. Octasic represents and warrants that there are not, nor will there be, any liens, encumbrances, security interests or other rights against the Object Code which would interfere with the Licensee’s ability to exercise the rights granted to it hereunder. Title to the media upon which the Object Code will be provided shall be free and clear of all encumbrances by Octasic to the Licensee. 6.2 Limited Warranty. Octasic warrants that, for a period of ninety (90) days (the “Warranty Period”) from the date of delivery of any Object Code by Octasic to the Licensee, the Object Code will conform, in all material respects, to any specifications relating to such Object Code provided by Octasic to the Licensee. Octasic’s sole obligation pursuant to this warranty shall be to repair or replace any Object Code component failing to perform in accordance with such specifications of which Octasic has received notice prior to expiration of the Warranty Period. Notwithstanding the foregoing, Octasic shall not be under any obligation to repair or replace any Object Code which fails to perform in accordance with the specifications as a result of combination of the Object Code with any software not provided by Octasic or improper or unauthorized operation, interconnection or installation. The warranty provided pursuant to this Section 6.2 is contingent upon the Licensee’s installation of any and all corrections, enhancements, updates and new versions of the Object Code which may be provided to the Licensee by Octasic from time to time. 6.3 Limitation on Warranties. Other than the warranties provided pursuant to Section 6.1 and 6.2 hereof, Octasic makes no warranties or representations and expressly disclaims, to the extent permitted by law, all warranties, representations, conditions and guarantees of any kind, expressed or implied, in relation to the Object Code including, but not limited to, all warranties, representations and conditions of merchantability, fitness for a particular purpose, title, non- infringement and warranties arising by statute or otherwise in law or from a course of dealing or usage of trade. In particular, without limiting the foregoing, Octasic does not warrant that the operation of the Object Code will be uninterrupted or error free or that the Object Code will meet the Licensee’s individual requirements. 6.4 Limitation of Liability. The Licensee acknowledges that Octasic’s price for the Devices and for use of the Object Code does not provide adequate consideration for the assumption, by Octasic, of any liability for any claims arising from, or relating to, this Agreement or from the Licensee’s use of, or reliance upon, the Object Code. Accordingly, the Licensee agrees that its remedies for any individual claim arising from or relating to this Agreement or use of, or reliance upon, the Object Code shall be limited to the price paid by the Licensee for use of the specific Object Code related to the claim or, in the case of a claim not directly relating to the use of specific Object Code, to the price paid by Licensee for use of the Object Code. Furthermore, the Licensor’s total aggregate liability for all claims arising from, or relating to, this Agreement or the Licensor’s use of, or reliance upon, any and all Object Code, whether such claims are based on contract, tort or otherwise, shall not exceed the price paid by the Licensee for use of the Object Code. The Parties acknowledge that this limitation of liability provision reflects an informed, voluntary allocation of the risks (known and unknown) that may exist in connection with the provision of the Object Code hereunder. IN NO EVENT SHALL OCTASIC, OR ITS OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS BE LIABLE FOR ANY PUNITIVE, EXEMPLARY, AGGRAVATED, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, NOR SHALL OCTASIC BE LIABLE FOR ANY DAMAGES RELATING OR TO OR ARISING AS A CONSEQUENCE OF, LOSS OF PROFITS, FAILURE TO REALIZE SAVINGS, LOSS OF USE OR LACK OF AVAILABILITY OF THE LICENSEE’S FACILITIES, INCLUDING ITS COMPUTER RESOURCES, LOSS OF DATA, BUSINESS INTERRUPTIONS OR OTHER INTANGIBLES ARISING OUT OF OR IN ANY WAY RELATED TO THE USE, INABILITY TO USE, UNAUTHORIZED USE, PERFORMANCE OR NON-PERFORMANCE OF THE OBJECT CODE OR THAT RESULT OR MAY RESULT FROM ERRORS, DEFECTS, OMISSIONS, DELAYS IN OPERATION OR TRANSMISSION OR ANY OTHER FAILURE OF PERFORMANCE OF THE OBJECT CODE, EVEN IF OCTASIC HAS BEEN ADVISED PREVIOUSLY OF THE POSSIBILITY OF SUCH DAMAGES AND WHETHER OR NOT SUCH DAMAGES ARISE FROM CONTRACT, TORT, EQUITY, PURSUANT TO ANY LEGISLATION OR OTHERWISE. 6.5 Claims Regarding Intellectual Property Infringement. OCTASIC shall defend, at its own expense and at PURCHASER’s request, any action brought against PURCHASER insofar as it is based on a claim that the Object Code supplied hereunder infringes a Canadian or United States patent. OCTASIC shall pay all costs of defense and settlement, together with any judgment which may be finally awarded provided: (i) OCTASIC is promptly notified in writing of any such claim; (ii) PURCHASER affords OCTASIC full control and authority to defend and/or settle such claim; (iii) PURCHASER provides OCTASIC all necessary information and assistance to enable OCTASIC to defend such claim; and (iv) such claim is not the result of a) a combination, operation or utilization of Object Code with devices, designs, parts or software not provided by OCTASIC; b) any modification made by PURCHASER of Object Code or c) any essential intellectual property required by industry standard(s) with the exception of G.729AB. OCTASIC shall not be responsible for any settlement or arrangement made by PURCHASER without OCTASIC’s written consent. If such a claim has occurred, or in OCTASIC’s opinion it is likely to occur, PURCHASER agrees to permit OCTASIC, at its option and expense, either to procure for PURCHASER the right to continue using the Object Code or to replace or modify the same so that they become non-infringing, or, if neither of the foregoing alternatives is reasonably available, to refund the PURCHASER the price thereof as depreciated or amortized by an equal annual amount over the lifetime of the associated Device as established by OCTASIC. OCTASIC shall not be liable for any claim based on PURCHASER’s use of the Object Code as shipped after OCTASIC has informed PURCHASER of modifications or changes in the Object Code required to avoid such claims and offered to provide those modifications or changes if such claim would have been avoided by implementation of OCTASIC’s modifications or changes. THE FOREGOING STATES THE ENTIRE OBLIGATION OF OCTASIC WITH RESPECT TO INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS. THE FOREGOING IS GIVEN TO PURCHASER SOLELY FOR ITS BENEFIT AND IN LIEU OF, AND OCTASIC EXPRESSLY DISCLAIMS ALL, WARRANTIES OF NON-INFRINGEMENT WITH RESPECT TO THE OBJECT CODE.. . ARTICLE VII TERMINATION 7.1 Termination by Octasic. In addition to the right of termination provided pursuant to Section 6.5 hereof, Octasic shall have the right, on notice to the Licensee, to terminate this Agreement if the Licensee should fail to pay an amount when due with respect to use of any of the Object Code and such breach is not cured within twenty (20) days after written notice of such is given to it by Octasic. 7.2 Termination by either Party. Either Party shall have the right, on notice to the other Party to terminate this Agreement if: a) the other Party becomes insolvent or files, or consents to, a petition in bankruptcy or is adjudicated bankrupt or insolvent or makes an assignment for the benefit of creditors or an arrangement pursuant to any law regarding bankruptcy or the rights of creditors or discontinues or dissolves its business or if a receiver is appointed with respect to its business or assets and is not discharged within thirty (30) days; or b) the other Party fails to perform any of the material obligations set forth in this Agreement provided, however, that if such default is remediable, it continues for a period of twenty (20) days after written notice of such has been given by the non-defaulting Party. 7.3 Consequences of Termination. Upon termination of this Agreement with respect to any Object Code, without prejudice to any other rights which the Parties may have, all rights, privileges and licenses granted to the Licensee hereunder with respect to such Object Code shall forthwith terminate and the Licensee shall forthwith cease use of such Object Code, uninstall and return to Octasic all copies of such Object Code and destroy all products incorporating such Object Code, or any part thereof, in the Licensee’s control or possession. . ARTICLE VIII GENERAL 1. Notices. Any notice or communication required or permitted to be given hereunder shall be made in writing and shall be deemed to have been properly given if delivered in person, sent by prepaid registered mail or transmitted by confirmed receipt facsimile, addressed to the Party at its address or facsimile number shown on the first page hereof or to such other address or facsimile number as a Party may furnish to the other Party by notice in accordance with this provision. Notices will be deemed effective on the date of delivery or transmission, if such delivery or transmission is made during the normal business hours of the addressee on a business day and, if not, on the next business day, or on the fifth day after mailing. 8.2 Amendment. Any amendment of this Agreement must be made in the form of a written amending agreement to this Agreement and must be executed by both Parties. 8.3 Assignment. The Licensee may assign all of its rights and obligations hereunder to a purchaser of all or substantially all of the assets of the Licensee. Otherwise, the Licensee shall not assign any of its rights or obligations hereunder without the prior written consent of Octasic. Notwithstanding any assignment of this Agreement by the Licensee, the Licensee shall continue to be bound by the confidentiality obligations pursuant to Section 4.1. Octasic may assign or otherwise transfer any or all of its rights and obligations hereunder to any other Party without notice to or consent from the Licensee. This Agreement shall accrue to the benefit of, and be binding upon, the Parties, their respective successors and permitted assigns. 8.4 Waiver. No waiver by either Party of any provision of this Agreement, in any one or more instances, shall be deemed to be, or construed as, a waiver of the same or any other provision of this Agreement on any future occasion. 8.5 Independent Parties. The Licensee and Octasic are independent entities, and no agency, partnership, joint venture, employee-employer, or franchiser-franchisee relationship is intended or created by this Agreement. 8.6 Survival. The following provisions shall survive any termination of this Agreement: Sections 3.1, 4.1, 4.2, 5.1, 5.2, 6.2, 6.3, 6.4, 7.3 and 8.6. 8.7 Counterparts. This Agreement may be executed in counterparts and all executed counterparts taken together shall constitute one Agreement. 8.8 Facsimile Execution. To evidence the fact that it has executed this Agreement, a Party may send a copy of its executed counterpart to the other Party by facsimile transmission. . IN WITNESS WHEREOF the Parties hereto have caused this Agreement to be duly executed. . |OCTASIC INC. | |LICENSEE: | |By: | |By: | |(Authorized Officer | |(Authorized Officer | |Signature) | |Signature) | | | | | |(Printed Name) | |(Printed Name) | | | | | |(Title) | |(Title) | | | | | |(Date) | |(Date) | . .