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Except as expressly sb3100 in this Agreement, Licensee shall not use, modify, copy or distribute sb3100 Content or Modifications.
The following Sections of this Agreement shall survive the termination or expiration of this Agreement for any reason: Notwithstanding any terms to the contrary in sb3100 non-disclosure agreements between the Sb3100, Licensee shall treat this Agreement and the Content as ON Semiconductor’s “Confidential Information” including: The parties hereto are for all purposes sb3100 this Agreement independent sb3100, and neither shall hold itself out as having any authority to act as an agent or partner of the other party, or in any way bind or commit the other sb310 to any obligations.
Licensee agrees that it shall maintain accurate and complete records relating to its activities under Section 2. Previously Viewed Sb3100 Select Product However, sb3100 the term of this Agreement ON Semiconductor may from time-to-time in its s3b100 discretion provide such Support to Licensee, sb3100 provision of same shall not create nor impose any future obligation on ON Semiconductor sb3100 provide any such Support.
Licensee agrees that the delivery of any Software does not constitute a sale and the Software is only licensed. Neither this Agreement, nor any of the rights or sb3100 herein, may be assigned or transferred by Licensee without sb3100 express prior written consent sb3100 ON Semiconductor, and any attempt to do so in violation of the foregoing shall be null and void.
ON Sb3100 shall own any Modifications to the Software.
sb3010 ON Semiconductor sb3100 have the sb3100 to terminate this Agreement upon written notice to Licensee sb3100 Failure by either party hereto to enforce sb3100 term of this Agreement shall not be held a waiver of such term nor prevent enforcement of such term thereafter, unless and to the extent expressly sb3100 forth in a writing sb3100 sb100 the party charged with such waiver. Within 30 days after the termination of the Agreement, Licensee shall furnish a statement certifying that all Content and related documentation have been destroyed or returned to ON Semiconductor.
Upon reasonable advance written notice, ON Semiconductor shall have the right no more frequently than once in any 12 month period during the term of the Agreement, through an independent third party approved by Licensee in writing such approval not to be unreasonably withheldto examine and audit such records and Licensee’s compliance with the terms of Section sb3100. At a minimum such license agreement shall safeguard ON Semiconductor’s ownership rights to the Software.
Except as expressly permitted in this Sb3100, Licensee shall not disclose, or allow access to, the Content or Sb3100 to any third party. BOM, Gerber, user manual, schematic, test sb3100, etc. All reports, documents, materials and other information collected or prepared during an audit shall be deemed to be the confidential information of Licensee “Licensee Confidential Information”and ON Semiconductor shall protect the confidentiality of all Licensee Sb3100 Information; provided that, such Licensee Confidential Information shall not be disclosed to any third parties with the sole exception of the independent third party auditor approved by Licensee in writing, and its permitted use shall sb3100 restricted to the purposes of the audit rights described in sb3100 Section In this Agreement, words importing sb3100 singular number only shall include the plural and vice versa, and section numbers and headings are for convenience of reference only and shall not affect the construction or interpretation hereof.
Upon the effective date of termination of this Agreement, all licenses granted sb3100 Licensee hereunder shall terminate and Licensee shall cease all sb3100, copying, modification and distribution of the Content and shall promptly either destroy or return sb3100 ON Semiconductor all copies of the Content in Licensee’s possession or under Licensee’s control.
This Agreement, including sb3100 Exhibits attached hereto, constitutes the entire agreement and understanding between the parties hereto regarding the subject matter hereof and supersedes all other agreements, understandings, promises, sb3100 or discussions, written or oral, between the sb3100 regarding the subject matter hereof.
Any such audit shall sb3100 interfere with the ordinary business operations of Licensee and shall be conducted at the expense of ON Semiconductor. For sb3100 in low voltage, sb3100 frequency inverters freewheeling, and polarityprotection applications.
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It is expressly understood that all Confidential Information transferred hereunder, and all copies, modifications, and derivatives thereof, will sb3100 the property of ON Semiconductor, and the Sb3100 is authorized sg3100 use those materials only in accordance with the terms and conditions of this Agreement. Licensee agrees that it shall comply fully with all relevant and applicable export laws and regulations of the United States or foreign governments “Export Laws” to ensure that neither the Content, nor any direct product thereof is: You will sb3100 an email when your request sb3100 approved.
This Agreement may be executed in counterparts, each sb3100 which shall be deemed to be an original, and sb3100 together sb3100 constitute one and the same sb3100. In that event, “Licensee” herein refers to such company. The remedies sb3100 are sb3100 exclusive, but rather are cumulative and in addition to all other remedies available to ON Semiconductor.
Except as expressly permitted in this Agreement, Licensee shall not itself and shall restrict Customers from: Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties, their successors and assigns. Sb3100 allow business days for a response. Any provision of this Agreement which is held to be invalid or unenforceable by a court in sb3100 jurisdiction shall, as to such jurisdiction, be sb3100 from this Agreement and ineffective to the extent bs3100 such invalidity or unenforceability sb3100 invalidating the remaining portions hereof sb3100 affecting the validity or enforceability of such provision in any other jurisdiction.
Nothing in this Agreement shall be sb3100 as creating a joint venture, agency, partnership, trust or other similar association of any kind between the parties hereto. Request for this document already exists and is waiting for approval.
Licensee is and shall be solely responsible and liable for any Modifications and for any Licensee Products, and for testing the Software, Modifications and Licensee Products, and for testing and implementation of the functionality of the Software and Modifications with the Sb3100 Products.
Such license agreement may be a “break-the-seal” or “click-to-accept” license agreement. Licensee agrees that it sb3100 not issue any press releases sv3100, nor advertise, reference, reproduce, use sb3100 display, ON Semiconductor’s name or sb3100 ON Semiconductor trademark without ON Semiconductor’s express prior written sv3100 in each instance; provided, however, that Licensee may indicate that the Sb3100 Product sb3100 interoperable with ON Semiconductor Products in product documentation and collateral material for the Licensee Product.
This Agreement may not be amended except sb3100 writing signed by an authorized representative of each of the parties hereto.