Contrato de licencia de software

The undersigned RATIONAL PRODUCTION S.R.L. (Tax Code and VAT No. 02662870167), with registered office in (24061) Albano S. Alessandro (BG), Via L. Galvani, no. 7/H, Italy, in the person of its pro-tempore legal representative Alberto Bucchioni hereinafter referred to as the “Licensor” and/or “RP”, AND the Licensee, as identified in the signature of this agreement, together also collectively referred to as the “Parties”

WHEREAS

  1. the Licensor is one of the industry leaders in the design, manufacture, and marketing of thermo-refrigerated trolleys for the distribution of tray meals (hereinafter, “Products”);
  2. based on the know-how developed by RP over many years of study and activity in the sector and, in particular, on the Products, the Licensor has created, developed, and is the exclusive owner of software that allows remote programming and control of various parameters relating to the Products, such as remote switching on and off of the trolley, checking its functionality, usage times, etc. (hereinafter, the “RP Software”);
  3. the Licensor has also designed and developed, using the functionality of the RP Software, an integrated hardware and software service to remotely monitor the values measured by the Products and to store data regarding the use of the trolley (heating/cooling program data, usage times, malfunction alarms, probe temperatures, any measures taken by operators) through connections via ordinary computer systems (hereinafter, collectively, the “Reporting Service”);
  4. the Licensee - directly or through one of RP's authorized distributors (hereinafter, “Distributor”) - is a professional (not falling within the category of so-called “consumers”) or in any case is a public or private entity that has purchased the Products for professional purposes and intends to use the “Reporting Service” ;
  5. in order to use the Reporting Service on the Products through the RP Software, the Licensee must register and exchange information by creating a personal account on the website managed by the Licensor: www.rationalproduction.com (hereinafter, “Website”);
  6. with the exception of the Licensee's registration data, the Reporting Service does not involve any exchange or storage of sensitive data belonging to the Licensee, but only reports data relating to the monitoring of the functioning of the Products;
  7. without prejudice to the above, and it being understood that the Preamble and Annexes form an integral and essential part of this Agreement, the Parties

AGREE AND STIPULATE AS FOLLOWS:

1. DEFINITIONS

1.1 In this Agreement, expressions beginning with capital letters shall have the meanings specifically attributed to them below, unless the context requires a different meaning, and it being understood that terms defined in the singular include the plural and vice versa.

  • “Additional Fee” means the additional amount payable to the Licensor in the event that the Licensee requests more than 2 installations of Products.
  • “Post-Installation Assistance” means the post-installation support provided by the Licensor to the Licensee (remotely or through its Distributor) on the RP Software.
  • “Post-installation Assistance hours” means the maximum total number of 8 hours of post-installation support, which the Parties agree is sufficient to assist the Licensee in gaining a good understanding of the operation of the RP Software and the Reporting Service, and which the Licensor undertakes to provide to the Licensee.
  • “Agreement” means this Agreement and its Annexes, as amended from time to time in writing by the Parties.
  • “Confidential Information” means any technical data and/or technical information relating to the RP Software and/or the Products, any information relating to the Licensor's business or affairs, including information relating to customers, suppliers, distributors, consultants, independent contractors or employees, price lists and pricing policies, market research, marketing, sales and distribution strategies, production techniques, business processes and methods, current projects and proposals, new business plans and initiatives, research and development projects, inventions, discoveries, ideas, technologies, trade secrets, know-how, models, trademarks, names, improvements, industrial designs, copyrighted works and other Intellectual Property (as defined below) , devices, samples, plans, technical specifications, photographs and digital images, software and computer programming, all other confidential information and materials relating to the Licensor's activities or business, whether in verbal, written, graphic, electronic or any other form, and regardless of whether they have been conceived, developed or prepared in whole or in part by the Licensor.
  • “Content” means the RP Software, the Reporting Service, related computer applications, information, data, photographs, graphics, videos, styles, music, sounds, images, illustrations, drawings, icons, and any other content available on the Website, which the Licensee acknowledges are the exclusive property of the Licensor.
  • “Cloud installation” means the installation of the RP Software on the cloud, performed by RP technicians.
  • “Distributor” has the meaning indicated in the recitals of this Agreement.
  • “Effective date” means the date on which this Agreement becomes effective, as further specified in Article 16.
  • “License Period” means the period of validity and effectiveness of the License, corresponding to the “lifetime” of the Products in good working order on which the RP Software has been installed, which in any case may not exceed 10 years from the Effective Date.
  • “Fee” means the compensation due for the License, which the Licensee undertakes to pay to the Licensor.
  • “Force majeure event” means, by way of example, fires, floods, earthquakes, pandemics, natural events or force majeure, malfunctions attributable to third-party component suppliers on which the functionality of the RP Software depends (including, but not limited to, the Microsoft service provider), power outages or interruptions or blockages of computer networks for any reason, acts of war, acts of terrorism, strikes, compliance with laws, regulations or orders of government authorities or any other similar cause beyond the reasonable control of the Parties.
  • “Installation Assistance” means technical assistance in the process of installing the RP Software that the Licensor undertakes to provide to the Licensee, either remotely or through its Distributor.
  • “Installation Assistance Hours” has the meaning set forth in Section 5.1.2 of this Agreement.
  • “Installation Kit” means the license keys, USB stick, and any other components or information necessary for the installation and use of the RP Software, which the Licensor shall deliver to the Licensee.
  • “Intellectual Property” means (a) inventions (whether patentable or not and whether or not they have been realized), improvements thereto, patents, patent applications, and patent disclosures; (b) trademarks, service marks, trade images, logos, trade names, and company names, together with translations, adaptations, derivations, and combinations thereof, including the goodwill associated therewith, as well as applications, registrations, and renewals thereof, whether registered or unregistered; (c) copyrighted works, copyrights, and related applications, registrations, and renewals thereof; (d) trade secrets and confidential business information (including ideas, research and development, know-how, formulas, compositions, manufacturing and production processes and techniques, technical data, designs (e) computer software (including Software Reporting data and related documentation); (f) other intellectual property rights; and (g) copies and media (in any form) of the foregoing.
  • “License” has the meaning set forth in Section 2.1 of this Agreement.
  • “Term of License” has the meaning set forth in Section 16 of this Agreement.
  • “Licensee R&W” has the meaning set forth in Section 14.1 of this Agreement.
  • “Licensor's R&W” has the meaning set forth in Section 13.1 of this Agreement.
  • “Licensee's Product Data” means data and information relating to Licensee's use of the RP Software and Products that is contained in the Software Reporting that Licensor shall have the right to collect and retain.
  • “License Restrictions” has the meaning set forth in Section 2.3 of this Agreement.
  • “Products” has the meaning set forth in Preamble (i) of this Agreement.
  • “RP Software” has the meaning set forth in Preamble (ii) of this Agreement.
  • “Software Reporting”: the cataloging of data collected by the RP Software that the Licensee will use for its own purposes and that the Licensor may use for statistical purposes, to make improvements to its products, and for any other lawful use within the scope of its industrial activity.
  • “Third Party” means any entity (natural or legal person) other than a Party.
  • “Server Installation” means the installation of the RP Software on the Licensee's server, performed by RP technicians.
  • “Technical Suspensions” means temporary suspensions of the ability to use the RP Software and obtain the Reporting Software for the Licensee, due to maintenance activities by the Licensor.
  • “Website” has the meaning set forth in Preamble (v) of this Agreement.

2. SCOPE OF THE AGREEMENT AND RESTRICTIONS

2.1 Subject to the terms and conditions of this Agreement, Licensor grants to Licensee—who accepts—a fee-bearing, non-exclusive, non-sublicensable, and non-transferable license to use the RP Software and Reporting Software during the License Term (hereinafter, “License”).

2.2 The License may be granted to the Licensee on the basis of the following two options:

  1. “Communicator Basic,” in which form remote control and monitoring functions are not provided, and therefore the Reporting Software is excluded, and the usage and operating data of the Product(s) are collected in a Licensee archive by downloading the data itself with a USB stick by a Licensee operator.
  2. “Communicator Premium,” in which case remote control and monitoring functionality is operational via the Cloud with connection to the Products via a Wi-Fi module or RJ45 Ethernet network cable and Software Reporting functionality.

2.3 The Parties acknowledge and agree that the Licensor shall retain all rights, titles, and interests (including all RP intellectual property rights) in the RP Software, the Reporting Software, and any of its components (tangible or intangible), including, but not limited to, the source code of the RP Software, the underlying ideas, algorithms, app, file formats, and any other elements related to the RP Software and Reporting Software.

2.4 Unless expressly authorized in writing by the Licensor, the Licensee shall not:

  1. reproduce, modify, adapt, copy, or create derivative works from the RP Software or the Reporting Software or any part thereof;
  2. rent, lease, distribute, sell, sublicense, transfer, or provide access to the RP Software or the Reporting Software to any third party;
  3. use the RP Software or Reporting Software for the benefit of third parties;
  4. incorporate the RP Software or Reporting Software into a product or service other than the Products;
  5. interfere with any license key mechanism in the RP Software or Reporting Software or otherwise circumvent the mechanism in the RP Software intended to limit the use of the RP Software and Reporting Software;
  6. decode, disassemble, decompile, translate the RP Software (or any component thereof) or otherwise attempt to obtain or derive the source code, underlying ideas, algorithms, file formats of the RP Software and Reporting Software;
  7. remove or obscure any notices relating to RP's intellectual property rights or other notices relating to RP's exclusive rights contained in the RP Software;
  8. use the RP Software or Reporting Software for competitive analysis or to create products similar and/or competitive to the RP Software and Reporting Software or the Products;
  9. publicly disclose information relating to the performance of the RP Software or Reporting Software or the Products;
  10. encourage or assist third parties to perform any of the above actions;

(hereinafter, collectively, “License Restrictions”)

3. INSTALLATION OF THE RP SOFTWARE

3.1 The Licensee shall choose one of the following methods of installing the RP Software:

A. Installation on a local server - available only with the “Communicator Premium” variant:

The Licensee acknowledges that the installation of the RP Software on its local server (hereinafter, “Installation on server”) will be carried out by an RP technician in accordance with the procedures, terms, and commercial conditions already defined on the basis of the customer's requests and the technological system made available by the customer.

The Licensee acknowledges, accepts, and agrees that, with the Installation on the server:

  1. all activities related to or connected with the maintenance and/or management of the server infrastructure and/or data backup shall be the sole responsibility of the Licensee (without any liability or cost attributable to the Licensor);
  2. all activities related to or connected with directing the RP Software mobile app and/or web app to the IP addresses of the Licensee's internal server, including the management of firewall ports or any VPN, shall be the sole responsibility of the Licensee (without any liability or cost attributable to the Licensor).

B. Cloud Installation - available only with the Communicator Basic and Communicator Premium variants.

The Licensee acknowledges that this type of installation requires data to be stored on an external server that the Licensor rents from Microsoft Azure and that the installation of the RP Software on the cloud (hereinafter, “Cloud Installation”) will be carried out by an RP technician.

  1. The Licensee shall also choose the versions of the RP Software to be licensed from the following two versions:

(i) Communicator Basic or (ii) Communicator Premium.

4. LICENSE FEE AND DELIVERY

4.1 Fee:

4.1.1 As consideration for the License, the Licensee shall pay the Licensor in a single installment the amount already agreed between the Parties (hereinafter, “Fee”). The Fee is payable once only, for the duration of the License, in accordance with the terms and restrictions specified in this agreement.

4.1.2 The Licensee acknowledges and agrees that the License will allow it to install and register up to a maximum number of Product units as agreed with RP. In the event that the Licensee needs to request and register additional Product units, it shall pay the Licensor an additional fee (hereinafter, “Additional Fee”) to be determined by RP on a case-by-case basis, for each additional installation (or connection) for additional carts sold to be connected, or for new hospitals to be connected to the same system.

4.1.3 All amounts due from the Licensee under this Agreement shall be subject to VAT at the statutory rate.

4.1.4 The Licensee acknowledges and agrees that the Fee covers only the following services: (a) License; (b) Installation hours; (c) Post Installation Assistance Hours; and (d) Updates and modifications to the RP Software made pursuant to Article 7, if performed during the License Period.

4.1.5 The Licensee undertakes to pay the Fee in full to the Licensor in accordance with the terms agreed with RP.

4. 1.6. The Licensee agrees that interest on arrears shall be applied to all amounts owed by it under this Agreement and not paid, in accordance with Legislative Decree No. 231/2002 and subsequent amendments.

4.2 Delivery:

4.2.1 Where applicable, the Licensor shall deliver to the Licensee the license keys, USB, and any other components or information necessary for the installation and use of the RP Software (hereinafter, the “Installation Kit”) no later than 30 days after receipt of full payment of the Fee and receipt of all information necessary for installation.

5. TECHNICAL SUPPORT

5.1 Installation Support:

5.1.1 The Licensee acknowledges that the Licensor, upon payment of the Fee due, will provide the necessary assistance for the installation process of the RP Software (hereinafter, “Installation Support”).

5.1.2 The Licensor undertakes to provide the Licensee with up to a maximum total of 10 hours of remote Installation Assistance, which the Parties formally agree is sufficient to adequately assist the Licensee in any issues relating to the installation of the RP Software (hereinafter, “Installation Assistance Hours”). The fee payable to the Licensor for the Installation Assistance Hours beyond those above indicated shall be agreed upon from time to time, based on an hourly rate.

5.1. 3 If the Licensee requests additional hours of Installation Assistance from the Licensor, the Licensor (at its discretion) may decide to provide such additional Installation Assistance, provided that the Licensee pays the Licensor an additional fee, as agreed between the Parties, for each additional hour of Installation Assistance.

5.2 Post-Installation Support:

5.2.1 Upon full payment of the Fee, the Licensor undertakes to provide the Licensee (remotely or through its Distributor) with post-installation assistance on the RP Software (hereinafter, “Post-Installation Assistance”); such assistance shall be provided for a period not exceeding 24 months from the date of installation of the RP Software.

5.2. 2 The Licensor undertakes to provide the Licensee with up to a maximum total of 10 hours of Post-Installation Assistance, which the Parties formally agree is sufficient to adequately assist the Licensee in any matter relating to the RP Software after the initial installation (hereinafter, “Post-Installation Assistance Hours”). The compensation due to the Licensor for the Post-Installation Assistance Hours beyond those above indicated shall be agreed upon from time to time, at an hourly rate.

5.2.3 If the Licensee requests additional Post-Installation Assistance Hours from the Licensor or requests support beyond the 24-month period following the installation of the RP Software, the Licensor (at its discretion) may decide to provide such additional Post-Installation Assistance, provided that the Licensee pays the Licensor an additional fee, as agreed between the Parties, for each additional Hour of Post-Installation Assistance.

6. LICENSEE'S OBLIGATIONS

6.1 In addition to the Licensee's other obligations under this Agreement and applicable law, the Licensee shall ensure compliance with technical requirements, in particular:

6.1.1 The Licensee warrants that its system (and all its components) meets (for the entire Term of the License) the hardware, software, and any other system requirements applicable to the use of the RP Software. In any case, the Licensor shall have no obligation or liability in relation to any problems caused by the Licensee's use of hardware, software, or components not supplied by the Licensor.

6.1.2 The Licensee shall promptly and correctly update all components of the RP Software in accordance with the instructions provided from time to time by the Licensor during the Term of the License. In any case, the Licensor shall have no obligation or liability in relation to problems and/or malfunctions caused by, related to, or connected with the Licensee's failure to comply with its obligations under this Article 6.1.2.

6.1.3 The Licensee requests the license for the RP Software, guaranteeing that it has purchased Products (directly or indirectly) from the Licensor that are part of the models equipped with the connectivity option and, therefore, suitable for use with the RP Software.

7. REPLACEMENT, MODIFICATION, AND UPDATE OF THE RP SOFTWARE

7.1 The Licensee acknowledges and agrees that the Licensor may, at any time during the License Period, (at its sole discretion) replace, modify, or update the RP Software and any of its components. Any replacement, modification, and update shall be considered an integral part of the RP Software and, therefore, shall be subject to the terms and conditions of this Agreement.

7.2. In the event that any replacement, modification, or update of the RP Software requires action on the part of the Licensee, the Licensor shall send the Licensee a notification of the replacement, modification, or update made, also indicating the actions that the Licensee must perform. The Licensee shall immediately comply with any request for action received from the Licensor, and the Licensor shall have no obligation or liability in relation to any problem and/or malfunction caused by, related to, or connected with the Licensee's failure to promptly comply with its obligations under this Article 7.2.

8. REMOTE MONITORING AND DATA COLLECTION

8.1 Collection of data relating to the Licensee:

8.1.1 With regard to the Licensee's data that will be collected by the Licensor for the purposes of license registration, the Licensor guarantees full compliance, both during the collection and storage of the data of the Italian and European privacy legislation; in particular, the data will be processed by the Licensor on the basis of the contents of the Privacy Policy, which is available and can be consulted on the Rational Productions srl website www.rationalproduction.com.

8.2 Remote monitoring and collection of data relating to the Licensee's Product Data:

8.2.1 If the License is granted to the Licensee in the “Communicator Premium” variant referred to in point 2.2 b) above, the Licensor shall have the right to remotely monitor the functionality of the Products and the Licensee's use of the same, and therefore to directly access the data collected.

The Licensor is granted the right to collect and store certain data and information relating to the Licensee's use of the RP Software and Products, such as statistical data relating to the hours of operation of the Products, the use of the Reporting Software, the correct functioning of the temperature set on the trolley, etc., and any other data of a purely technical nature relating to the operation and performance of the Products (hereinafter, “Licensee Product Data”), and this exclusively for the purpose of verifying the performance of the RP Software and Products, providing remote technical support, and analyzing user behavior in order to ensure safe use. The data collected, which will concern performance data, usage data, and technical data, will in fact be used by the Licensor for preventive maintenance, troubleshooting, and the collection of statistical data for study purposes and for the improvement of the RP Software and the Products themselves.

The Licensee gives its express consent to remote monitoring by the Licensor as well as access to data for the above purposes.

Monitoring will take place through the Licensee's authorization to the Licensor to access the RP Software via an internet connection. Such monitoring will be active for the entire duration of this contract, and the Licensee will always have the right to disable monitoring at any time.

The data collected by RP and any related data that may be useful for any corrective actions by the user will also be provided to the Distributor if the sale of the carts took place through a Licensor’s Distributor.

8.2.2 If the License is granted to the Licensee in the “Communicator Basic” variant, any remote monitoring of the Products is excluded, and data collection will be carried out, if the Licensee agrees, by transmitting the data downloaded by the Licensee to the Licensor via USB stick.

8.2.3 The data collected, both through remote monitoring and via USB stick, will be processed by the Licensor in such a way as to guarantee its security, adopting technical and organizational measures to protect it from unauthorized access, loss, and damage, it being understood that the data collected is not sensitive data as further specified below.

8.2.4 The data collected will be protected in accordance with current privacy legislation and will not be shared with third parties without the express consent of the Licensee, but will be used solely and exclusively by RP or the Distributor.

The Licensee acknowledges and confirms that the Licensee's Product Data is not to be considered “sensitive” for the purposes of the GDPR - EU Reg. 2016/679 (and/or any other applicable law or regulation regarding data collection) and hereby expressly authorizes the Licensor to collect and use such data for the purposes indicated in Article 8.2. 1. The Licensee's Product Data will be collected and stored in the Licensor's archive for a maximum period of 3 (three) years.

8.2. 5 No later than 5 (five) days after the termination (for any reason) of this Agreement and without prejudice to Article 8.2.2 above, the Licensee shall have the right to request from the Licensor, in writing, a copy of the Licensee's Product Data, it being understood that the Licensor shall have the right to retain a copy of such Data.

8.2.6 In any event, the Licensor makes no representation or warranty (express or implied) as to the accuracy, completeness, or reliability of the Licensee's Product Data collected by the RP Software (or any other data collected by the RP Software) and retained by the Licensor.

9. INTELLECTUAL PROPERTY RIGHTS

9.1 The Licensee acknowledges that the RP Software, the app, the information, data, photographs, graphics, videos, styles, music, sounds, images, illustrations, designs, icons, and any other content available on the Website (hereinafter “Content”) are the exclusive property of the Licensor and constitute Confidential Information protected by intellectual property laws. The reproduction or storage of the Content, in any form other than that permitted by this Agreement, is therefore strictly prohibited.

10. USE OF THE WEBSITE

10.1 The Licensee shall use the Website exclusively for the purposes of this Agreement and shall not interfere in any way with the RP Software, the Content, and, in general, with any functionality of the Website.

10.2 The Licensee shall not use the Website for speculative or fraudulent purposes, in violation of anti-money laundering regulations, or in any other manner prohibited by any applicable law or regulation. In the event of non-compliance, the Licensee agrees to indemnify and hold harmless the Licensor, its successors, and assigns from any claims made by third parties (including any third-party suppliers) in any case related to the Licensee's use of the Website and/or the RP Software.

11. EXTERNAL LINKS

11.1 The Licensee acknowledges and agrees that, in addition to internal references, the Website on which they will register to obtain the features provided by the RP Software and the Reporting Software may contain links to external services and resources, including those of third-party suppliers.

11.2 The Licensor does not guarantee or assume any responsibility for the completeness or accuracy of the content or information on the websites of such external services and resources. The Licensor does not guarantee and assumes no responsibility for the content, availability, operation, and performance of any website to which the Website may be linked or through which it may be accessed.

12. TEMPORARY SUSPENSION OF SERVICE

12.1 The License and use of the RP Software may be temporarily suspended due to scheduled maintenance activities (hereinafter, “Technical Suspensions”). Except in cases of urgency, Technical Suspensions will be communicated to the Licensee with at least 7 (seven) days' notice.

12.2 The Licensee shall not be entitled to any refund of the Fee paid due to the Technical Suspension, and in no event shall the Licensor be liable for any costs, expenses, liabilities, or damages incurred by the Licensee as a result of:

  1. a Technical Suspension;
  2. a suspension of services caused by a third party (including, but not limited to, malfunctions attributable to third-party suppliers such as Microsoft); or
  3. an event of force majeure.

13. LICENSOR'S REPRESENTATIONS AND WARRANTIES

13.1 The Licensor represents and warrants as follows:

13.1.1 The Licensor has full power, authority, and legal capacity to enter into this Agreement and perform the Licensor's obligations hereunder.

13.1.2 Throughout the License Term, the Licensor will use its best efforts to ensure that the RP Software is free from viruses, malware, or other malicious code.

(hereinafter, collectively, the “Licensor's R&Ws”)

13.2 Limitations on the Licensor's R&Ws

13.2.1 The Licensor does not represent, warrant, or guarantee to the Licensee that (a) the use of the RP Software will be effective, timely, uninterrupted, or error-free; and/or that (b) the RP Software will work in combination with any other software, hardware, system, or data of the Licensee and/or that (c) the use of the RP Software will result in better, particular, or specific performance and/or results of the Products.

14. LICENSEE'S REPRESENTATIONS AND WARRANTIES (LICENSEE'S R&W)

14.1 The Licensee represents and warrants as follows:

14.1.1 The Licensee and the person signing on its behalf have full power, authority, and legal capacity to enter into this Agreement and to perform the Licensee's obligations hereunder.

14.1.2 The Licensee acknowledges that the Licensor is the sole and exclusive owner of the RP Software, including the source code of the RP Software, the underlying ideas, algorithms, apps, file formats, and any other element (tangible and intangible) related to the RP Software, and therefore represents and warrants that it will not contest in any way RP's ownership of the RP Software and any source code, underlying ideas, algorithms, apps, file formats, and any other element (tangible and intangible) related to the RP Software.

14.1.3 The Licensee's system owns and/or is duly authorized to use (for the entire Term of the License) all hardware and system software necessary for the proper installation and use of the RP Software.

14.1.4 The Licensee further declares that all information provided to the Licensor for the purposes of this Agreement:

  1. does not in any way infringe on the Confidential Information and/or intellectual property rights of third parties;
  2. is not false or altered, including through unauthorized interventions on the hardware device from which the data and information originate; and
  3. is legally and legitimately available to the Licensee.

(hereinafter, collectively, “R&W of the Licensee”)

15. INDEMNIFICATION

15.1. The Licensor shall indemnify and hold harmless the Licensee for damages related to third-party claims arising from infringement of third-party rights in the RP Software. Compensation for any type of indirect or consequential damage is excluded.

15. 2 In any case, the Licensor's maximum total liability for the entire License Period referred to in this Agreement shall be limited to the cost of the License paid by the Licensee. The limitations of liability contained in this paragraph shall not apply to claims for compensation for direct damages or losses incurred by the Licensee arising from, or in connection with, fraud or gross negligence on the part of the Licensor.

16. TERM AND TERMINATION

16.1 This Agreement shall come into force on the date of its signing (the “Effective Date”) and shall be valid and effective for the entire ‘lifetime’ in good working order of the Products on which the RP Software has been installed, which in any case shall not exceed 10 years from the Effective Date of this Agreement, unless terminated earlier pursuant to Article 16.2. (hereinafter, the “License Period”).

16.2 Termination for just cause:

16.2.1 The Licensor shall have the right to immediately terminate this Agreement pursuant to Article 1456 of the Italian Civil Code, in the event that the Licensee:

  1. fails to comply with and/or violates the obligations set forth in Articles 2.4 letters a, b, c, d, e, f, g, h, i, j (“License Restrictions”); 9.1 (“Intellectual Property Rights”); 10 (“Use of the Website”); 14. (“Licensee's Representations and Warranties (Licensee's R&W)”); 17.1 (‘Assignment’); 19 (“Confidentiality”) of this Agreement.
  2. becomes insolvent, make an assignment for the benefit of creditors, are declared bankrupt or subject to other insolvency proceedings, are subject to compulsory administrative liquidation or similar proceedings by or against the Licensee, or a receiver, trustee or liquidator is appointed for the Licensee's business.

As the License referred to in this Agreement is not transferable to third parties, any sale of the Products to third parties will result in the immediate termination of the validity of the license and the services provided under this Agreement.

16.3 Effects of termination:

16.3.1 Upon termination (for any reason) of this Agreement, the License shall immediately terminate and the Licensee shall promptly:

  1. cease all use of the RP Software;
  2. delete or, at the Licensor's request, return all Confidential Information or other Licensor materials in its possession;
  3. return the Installation Kit to the Licensor.

17. ASSIGNMENT

17.1 The Licensee acknowledges and agrees that the rights granted to it under this Agreement are not assignable or transferable (in whole or in part) to any third party without the prior written consent of the Licensor, and agrees that if the Licensee belongs to a group of companies, any other company in the group shall be considered a third party for the purposes of this Article 17.1.

17.2 The Licensee agrees that the Licensor may assign its rights and obligations under this Agreement (in whole or in part) to third parties without its prior consent.

18. FORCE MAJEURE

18.1 Neither Party shall be liable for any delay or failure (other than any further payment obligations) in the event of force majeure, provided that such force majeure event could not have been avoided by reasonable precautions and is not due to negligence or breach of this Agreement by the Party concerned.

18.2 The Party invoking a force majeure event shall promptly notify the other Party in writing and provide full details of the cause or event and, thereafter, keep the other Party informed of any developments. The Party invoking a force majeure event shall use its best efforts to remove the force majeure event as soon as possible and resume performance under this Agreement immediately.

18. 3 If the force majeure event persists for a continuous period exceeding 90 (ninety) days from receipt of the notice referred to in Article 18.2, each Party shall have the right to terminate this Agreement for cause.

18.4 The Parties acknowledge that under no circumstances shall the Licensee have the right to avoid, suspend, or delay (in whole or in part) the payment of sums due under this Agreement upon the occurrence of a force majeure event.

19. CONFIDENTIALITY

19.1 During the License Period and until such time as the Confidential Information becomes public knowledge for reasons other than a breach of this Agreement, the Licensee undertakes not to disclose any Confidential Information to any person or third party and shall not be entitled to use the Confidential Information for any purpose other than the performance of its obligations under this Agreement.

19.2 The Licensee may, however, disclose Confidential Information:

  1. to its employees, officers, representatives, or consultants who need to know such information and who agree (in writing) to comply with this Section 19; and
  2. if required by law, court order, or any governmental or regulatory authority, provided that the minimum information required is disclosed.

20. COMMUNICATIONS

20.1 All communications, requests, questions, and consents required under this Agreement shall be made in writing and sent by courier, registered mail, or certified mail with return receipt requested, or by certified email.

20.2 All communications under this Agreement shall be sent to the following addresses:

  1. to the Licensor:

Rational Production S.r.l.
Via L. Galvani,7/H
24061 - Albano S. Alessandro (BG)
Italy
e-mail: info@rationalproduction.com

  1. if intended for the Licensee, reference shall be made to the data and addresses already communicated to RP.

21. APPLICABLE LAW AND JURISDICTION

21.1 This Agreement shall be governed by and construed in accordance with Italian law.

21.2 In case Licensee is an European entity, any dispute arising from or in connection with this Agreement, , or in the event of its breach, termination, or invalidity, shall be subject to the exclusive jurisdiction of the Court of Milan (Italy).

21.3 In case the Licensee is an Entity outside Europe any dispute arising from or in connection with this Agreement, or in the event of its breach, termination, or invalidity, shall be subject to Arbitration according to the rules of the Milan Chamber of Commerce. The language of Arbitration shall be the English language. The arbitrators shall decide according to the law (arbitrato rituale).

22. MISCELLANEOUS

22.1 Compliance with Legislative Decree No. 231/2001. The Licensee declares and guarantees that it is fully aware of and complies with the provisions of Legislative Decree No. 231/2001.

22.2 Amendments to this Agreement. The Licensee acknowledges and accepts that the Licensor may amend the terms and conditions of this Agreement for the purpose of updating the software or improving the functionality of the Products, giving prior written notice specifying the date on which the amendments will come into force. The Licensee undertakes to accept the relevant amendments in order to continue using the RP Software.

22.3 Principle of Contract Preservation. If any provision of this Agreement is found to be unenforceable and/or invalid and/or void and/or ineffective, this shall not affect the remaining provisions of the Agreement, which shall continue to be fully effective and valid and shall be binding on the Parties. The Parties shall endeavor to replace the clause found to be unenforceable and/ or invalid and/or void and/or ineffective, and to agree on any amendments to this Agreement that may be necessary in order to adapt the remaining provisions.