Portable SDK Information

This document explains the terms and conditions for the use of the following Hexagon Proprietary Information:

• SDK for RDS software, used with Absolute Arm systems and all compatible sensors (including scanners such as RS5, RS6 and RS-SQUARED), as well as with the LAS and LAS-XL scanners that are used with Absolute Tracker systems.
• SDK for LMF and RTFP software, used with Absolute Tracker systems.
• SDK for OptoCat software, used with Hexagon’s range of structured light scanners.
• DLL for MoveInspect Receiver software, used with MoveInspect photogrammetry systems. 
• API for DPA Pilot software, used with DPA Series photogrammetry systems.
• Technical drawings and CAD models of all Absolute Arm systems and their compatible sensors.
• Technical drawings and CAD models of all Absolute Tracker systems and their compatible sensors.
• Technical drawings and CAD models of Hexagon’s range of structured light scanners and related accessories.
• Technical drawings and CAD models of the MoveInspect XR8 and C1 Camera.
• Technical drawings and CAD models of TubeInspect systems.

Terms and Conditions
For the purposes of this document, you will be hereby referred to as the ‘Receiving Party.’ By clicking on ‘I agree,’ you give your consent to the following:

1. Your contact details will be added to a database, so that you can be contacted when subsequent releases/versions become available.
   
   
2. Proprietary Information shall mean all technical items listed above. Proprietary Information shall not mean any information which: 
   (a) is not listed above. This includes any documentation, algorithms, ideas, know-how, business information or financial data which is disclosed to the Receiving Party without an appropriate legend marking it as confidential.
   (b) or becomes generally available to the public without restriction other than as a result of a disclosure by the Receiving Party in breach of this Agreement;
   (c) becomes available to the Receiving Party from a source other than Hexagon, provided that the source is entitled to disclose the information;
   (d) was known to the Receiving Party at the time of receipt from Hexagon;
   (e) is developed by the Receiving Party independently of the Proprietary Information received; or
   (f) is disclosed with the prior written approval of Hexagon.
   
   
3. In the event that the Receiving Party becomes legally compelled (by deposition, interrogatories, requests for information or documents, subpoenas, investigative demands or similar legal process) to disclose any of the Proprietary Information, the Receiving Party shall use its best efforts to provide Hexagon with prompt written notice so that Hexagon may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement as they relate to the information subject to legal process. In the event that such protective order or other remedy is not obtained, or that Hexagon waives portions of this Agreement as it relates to information subject to legal process, the Receiving Party shall furnish only that portion of the Proprietary Information which the Receiving Party is legally required to disclose and shall exercise its best efforts to accord the Proprietary Information confidential treatment by all persons involved in the legal process.
   
   
4. The Receiving Party agrees, for as long as information disclosed by Hexagon is not subject to a condition described in subparagraphs (a) through (e) of paragraph 1:
   (a) to maintain such Proprietary Information in confidence and refrain from disclosing it to third parties by exercising the same degree of care to preserve and safeguard such Proprietary Information as the Receiving Party uses to preserve and safeguard its own Proprietary Information, which shall in no event be less than reasonable care;
   (b) to restrict disclosure of such Proprietary Information to only those of its employees and representatives who have a need to know in order to perform tasks for the benefit of Hexagon and who have been advised of the restrictions on disclosure and use provided for herein; and
   (c) not to use such Proprietary Information for any purpose or benefit other than the Project.
   
   
5. This Agreement shall come into force on the date that you agree to these Terms and Conditions.
   
   
6. This Agreement is perpetual but may be terminated earlier by either party giving thirty (30) days’ written notice to the other party of its intention to terminate. However, termination of this Agreement shall not affect the rights and obligations of the parties with respect to Proprietary Information disclosed under this Agreement prior to termination.
   
   
7. Nothing herein shall be deemed to grant any right or license to the Receiving Party to such information or under any present or future patent. In addition, Hexagon shall not be obligated by this Agreement to supply Proprietary Information to the Receiving Party. 
   
   
8. This Agreement shall not be construed as a teaming agreement, joint venture, partnership, or other such arrangement, and is for the sole purpose of protecting Proprietary Information. Neither party shall be under any obligation to enter into any further agreement with or give any compensation to the other party as a result of this Agreement (absent a material breach). 
   
   
9. The Receiving Party agrees that it will not in any form export, re-export, resell, ship or divert or cause to be exported, re-exported, resold, shipped or diverted, directly or indirectly, any technical data disclosed hereunder or the direct product of such technical data to any country for which the Swiss Government or any agency thereof at the time of export and/or re-export requires an export license or other governmental approval without first obtaining such license or approval. The Receiving Party shall indemnify and hold Hexagon harmless for all claims, demands, damages, costs, fines, penalties, attorney’s fees and all other expenses arising from failure of the Receiving Party to comply with applicable export laws and regulations.
   
   
10. This Agreement contains the entire understanding between the parties relative to the protection of Proprietary Information and supersedes all other previous understandings between the parties in respect thereto, except that nothing in this Agreement shall supersede or in any way modify any of the provisions contained in any subsequent agreement between the parties unless such subsequent agreement expressly so provides. No modification to this Agreement shall be binding on either party unless in writing and duly signed by both parties.
    
    
11. The Receiving Party agrees that remedies at law may be inadequate to protect Hexagon against any actual or threatened breach of this Agreement by the Receiving Party, and without prejudice to any other rights and remedies otherwise available to Hexagon, the Receiving Party agrees that Hexagon shall be entitled to seek injunctive relief in the event the Receiving Party breaches or threatens to breach this Agreement. 
    
    
12. Upon execution of this Agreement (by agreeing to these Terms and Conditions), that relate personally to the Parties, may not be assigned to a third party by either Party without the prior written consent of the other Party.
    
    
13. This Agreement shall be governed by and interpreted in accordance with the laws of Switzerland without regard to the conflict of laws principles of any jurisdiction.