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By completing this purchase of a license to Barr Group’s copyrighted “Embedded C Coding Standard” (the “Document”), you are agreeing to be bound by the terms of this Document License (“Agreement”).

1. RIGHTS GRANTED.  For good and valuable consideration, the receipt, adequacy, and sufficiency of which is hereby acknowledged, Barr Group grants Licensee a license to use the Document as follows:  Licensee may edit and subsequently reprint or otherwise publish the Document for its own internal use and for the use of its internal staff in conducting the business of the Licensee only.  Upon acceptance of this Agreement, Barr Group shall make available one electronic copy of the original of this Document in an editable Microsoft Word file format.

2. RIGHTS RESERVED.  Except as expressly permitted by Section 1 above, no rights in or to the Document are granted to Licensee. Barr Group (on behalf of itself and its Affiliates) retains all other rights in and to the Document, anywhere in the world.  Specifically, Licensee acknowledges and agrees: (a) that Barr Group holds the copyright for the Document; (b) that the Document and any works derived therefrom may not be published or shared except as permitted in Section 1 above; (c) that the Licensee shall take appropriate measures regarding limitations on publishing and sharing, including the incorporation of appropriate copyright markings and notations on limitations of publishing and sharing, as described in this Agreement, in the preamble of any derived works. If Licensee prepares any new works, translations or derivative works from the Document, Licensee hereby agrees that such new works, translations or derivative works (“Derivative Works”) are “works-made-for-hire” within the meaning of applicable copyright law, meaning such Derivative Works are the property of Barr Group. If and to the extent that any particular Derivative Work is found by a court or administrative agency of competent jurisdiction not to be a “work-made-for-hire” within the meaning of applicable copyright law, however, Licensee agrees to and hereby does assign its rights and any rights of any of Licensee’s owners or their respective affiliates, owners, employees, agents or contractors, in or to such Derivative Works to Barr Group without further consideration as of and from the date of creation.  Licensee shall sign any documents and take such actions as may be necessary or advisable to document the assignment and to establish and protect Barr Group’s interests in the Derivative Works and shall cause its owners, employees, affiliates, agents and contractors, to assign all their rights therein to Barr Group.  Licensee agrees to procure for Barr Group waivers or assignments of any and all moral or economic rights in or to any Derivative Works.

3. DISCLAIMERS AND LIMITATION ON LIABILITY. Licensee agrees to hold harmless and indemnify Barr Group, its owners and officers, employees, and subcontractors, to the full extent permitted by law, for any claims brought in relation to the Document.  Licensee bears full responsibility for determining whether the contents of the Document and its derivations are safe and appropriate for the purposes of the Licensee’s uses.  In addition:

a. THE DOCUMENT IS PROVIDED “AS IS” WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND.  TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BARR GROUP EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, STATUTORY, EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED, TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT WITH REGARD TO THE DOCUMENT.

b. In no event shall Barr Group be liable for any damages whatsoever (including, but not limited to, special, incidental, consequential, or indirect damages for personal injury, loss of business profits, business interruption, loss of business information, or any other pecuniary loss, attorneys’ fees and litigation costs) resulting from or related to this Agreement or the use of the Document (whether or not Barr Group knew or should have known of the possibility of any such damages) or any third party claim that the Document as delivered to Licensee hereunder, infringes any copyright or trademark right or misappropriates any trade secret of any third party.

Under no circumstance shall Barr Group be liable for an amount of money larger than the sum of total payments from Licensee to Barr Group under this Agreement.

4. ENTIRE AGREEMENT.  This Agreement contains the entire agreement of the parties, and there are no other promises or conditions in any other agreement whether oral or written concerning the subject matter of this Agreement.  This Agreement supersedes all prior written or oral agreements between the parties concerning the subject matter.

5. SEVERABILITY. If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable.  If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.

6. AMENDMENT. This Agreement may be modified or amended only in a writing signed by both parties.

7. GOVERNING LAW; JURISDICTION; VENUE. This Agreement shall be construed in accordance with the laws of the State of Maryland without giving effect to its conflicts of laws rules. Any dispute arising out of, connected with or relating to this Agreement, shall be brought in either the state court of general jurisdiction in Montgomery County or the U.S. District Court for the District of Maryland, which the parties agree shall be the venue and exclusive forum in which to adjudicate any case or controversy arising from or relating to this Agreement. Each party irrevocably submits to the jurisdiction of such courts and waives any objections to either the jurisdiction of or venue in such courts.

8. INJUNCTIVE RELIEF.  Recognizing that Licensee’s unauthorized use of the Document or other breach of this Agreement may result in irreparable and continuing damage for which there may be no adequate remedy at law, Barr Group shall be entitled to injunctive relief and/or a decree for specific performance, and such other relief as may be proper (including monetary damages if appropriate). 

9. NOTICE.  Any notice or communication required or permitted under this Agreement shall be sufficiently given if delivered in person or by certified mail, return receipt requested, to the address set forth at the end of the Agreement or to such other address as one party may have furnished to the other in writing.

10. ASSIGNMENT.  Licensee may not assign or transfer this Agreement without the prior written consent of Barr Group, which shall not be unreasonably withheld.

11. ENFORCEMENT.  If any action at law or in equity is necessary to enforce or interpret this Agreement, in an arbitration forum or court of law, the prevailing party shall be entitled to its reasonable attorney fees, costs, and litigation expenses.

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