INGENIX SUITE END USER LICENSE AGREEMENT
As we roll out new features, we will update this End User License Agreement (“EULA”). This EULA
describes your rights and obligations as a Sartorius customer company or entity that has purchased one
or more license entitlements (“Licensee”) in an executed order form or similar sales document (“OrderForm”) for rights to download, install, interact with, and otherwise use and exploit the functionality that
Sartorius makes available in the Ingenix Suite and components that you purchase.
YOUR USE OF INGENIX SUITE, INCLUDING THE PLATFORM AND ANY COMPONENTS, SHALLCONSTITUTE EVIDENCE OF YOUR UNDERSTANDING OF AND EULA WITH THE TERMS OF THISEULA AND YOUR CONFIRMATION THAT YOU HOLD A VALID LICENSE FOR SUCH USE. IF YOU
DO NOT AGREE TO THESE TERMS OR DO NOT HOLD A VALID LICENSE, THEN YOU MUSTIMMEDIATELY CEASE ALL USE OF INGENIX SUITE OR THE UNLICENSED COMPONENTS,
DELETE ALL ELECTRONIC COPIES OF THE SOFTWARE THAT RUNS THE SAME, AND RETURN
ALL TANGIBLE MATERIALS RELATING TO THE UNLICENSED PLATFORM OR COMPONENTS TO
SARTORIUS OR AN AUTHORIZED SARTORIUS RESELLER SOURCE.
The parties to this EULA are you, as Licensee, and Sartorius Lab Instruments GmbH & Co. KG and its
designated Ingenix Suite licensing Affiliates (“Sartorius”). “Affiliate” in this EULA shall mean any
individual or entity directly or indirectly (i) controlling, (ii) controlled by, or (iii) under common control witha party, whether at the time of this Agreement or in the future, for as long as such control exists. For
purposes of this definition, “control” means the direct or indirect ownership of more than fifty percent(50%) of the outstanding voting rights, or the right to control the policy decisions of the respective entity.
An Affiliate shall not be deemed to be a third party hereunder. In the event control no longer exists
between an Affiliate and a party, neither the party nor its former Affiliate shall be relieved of their
obligations and liability under this EULA that arose while such control still existed.
By clicking on any accept button or a check box as “accept” button, as the case may be, or by using
Ingenix Suite, you represent that you have sufficient authority to legally bind the entity provided with thelicense rights hereunder.

1.

DEFINITIONSWhenever used in this EULA the following terms shall, to the extent the context does not require
otherwise, have the following meaning:“Activations” means each time Licensee receives first time access to the Software.
“Effective Date” means the earlier of (i) the date when Sartorius has made available the Software to
Licensee, (ii) the date when Sartorius and Licensee have concluded a contract subsequent to a Order
Form in consideration of the License Fee or (iii) the date when Licensee has installed or accessed theSoftware.
“License” means the license granted by Sartorius pursuant to Section 3.
“License Fee” means the compensation to be paid by Licensee in consideration of the delivery of the
Software and the grant of the License.
“Licensee” means You as individual or legal entity as contractual party to this EULA and/or any Order
Form and/or your/its employees, agents, or representatives, as the context may require.
“Maintenance Arrangement” means as set out in Section 3.2.
“Software” means the so called Ingenix Suite that consist of different independent software modules withfunctionalities, including, but not limited to, Fleet Management, Calibration, Audit Trails.
“Software Specification” means the Sartorius’s published list of capabilities of the Software Sartorius
either provided together with the Software or available on a Sartorius website as specified by Sartorius.
“Term” means the period of time beginning on the Effective Date (i) through the time period specified in
the Order Form, and/or (ii) until the number of connections purchased pursuant to the Order Form has
been reached.

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“Third Party Product” means a computer program or any other component included in the Software
which Sartorius has not developed, but to which Sartorius has been granted a right from a third party to
use as part of, or together with, the Software.
“User” means the single (1) physical person designated by the Licensee as the person having the right touse the Software under the License under the terms of this EULA.
2.

ACCEPTANCE OF LICENSE TERMS

By downloading and installing the Software or accessing the Software via web platform as specified by
Sartorius (as the case may be), the Licensee agrees to and accepts the terms of the License (as set forthin this EULA) under which Licensee benefits from a non-exclusive right to use the Software in accordancewith the terms set out in this EULA.
3.

LICENSE TERMS

3.1 Sartorius hereby grants to Licensee a limited, revocable, non-exclusive, non-transferable right toLicensee to access and use the Software during the Term via a web browser or other device owned
or controlled by Licensee for: (a) its internal business purposes only or (b) if an individual is obtaining
this license, for the individual’s private use, in each case, each license is subject to the terms andconditions hereof, any restrictions, usage limits or parameters in the Order Form and subject further
to the functionality listed in the Order Form, if any (hereinafter “License”). Nothing in this EULA
obligates Sartorius to deliver or make available any copies of computer programs or code from theSoftware to Licensee, whether in object code or source code form. Sartorius distributes the Software
exclusively via internet, but Licensee may use the Software offline. Licensee’s use of and access to
the Software is subject to Licensee having a registered account.
3.2 The License includes a right to use updates, bug-fixes, patches and any corrections(“Enhancements”) to the Software that Sartorius may develop and deliver during the warranty term.
Enhancements may include additions and/or removals of specific Software Specifications or replace
the version of the Software in its entirety. Sartorius shall have no obligation whatsoever to validate
any Enhancements for Licensee’s use in a validated area.
3.3 The License granted herein does not include the right to disassemble, decompile, decipher, reverse
engineer (except to the extent such restriction is prohibited by applicable local law in order to obtain
interoperability), delete, modify, copy, enhance, translate, duplicate, reproduce, exploit or create any
works derivative of the Software or to permit any other person to have access to the Software bymeans of rent, lease, resell, timesharing, hosting, application service provider, service bureau, remotecomputing services, networking, batch processing or any other means, nor permit the whole or any
part of the Software to be combined with or become incorporated in any other programs other than as
set out in the Software Specification, or access or use the Software for developing a competitive
solution (or contract with a third party to do so). Licensee may not pledge, assign, sublicense, lease,time share or otherwise transfer, in whole or in part, the Software, without the prior written consent ofSartorius.
3.4 Licensee may use the Software only for lawful, authorized and permitted purposes. Licensee shall not
use the Software in any way that (i) infringes any rights of Sartorius or any third party (including
without limitations privacy and publicity rights or intellectual property rights), or (ii) uploads to, ortransmit from, the Software any data, data files, or link that contains or redirects to a virus, trojan
horse, worm or other harmful component; or (iii) would be in breach of applicable laws andregulations; or (iv) is a fraudulent or inappropriate use; or (v) it is not intended to be used (asdetermined by Sartorius in its sole discretion); or (vi) authorises or encourages any third party to do
any of the foregoing. It is not permitted to share a User password with other persons.
3.5 Licensee is solely responsible for Licensee’s data, and all uses of Licensee’s data that occur throughits account(s).
4.

TERM OF THE LICENSE

The License shall commence on the Effective Date and shall, subject to Licensee’s continued compliancewith the terms of this EULA, continue during the Term, unless earlier terminated as provided in this EULA.
The License shall terminate immediately upon the earlier of (i) the expiration of the Term (ii) termination ofthis EULA, pursuant to the terms of this EULA. Licensee acknowledges that the Software may
automatically cease operating upon the expiration or termination of this EULA. Sartorius shall have noliability for remotely turning off the Software upon expiration or termination of this EULA.

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5.

PROPRIETARY RIGHTS

Licensee is aware of and accepts that the Software is and shall remain the property of Sartorius, or its
licensor(s), and that nothing herein shall be construed as transferring any rights whatsoever in the
Software from Sartorius to Licensee, except as expressly set out herein.
6.

WARRANTY

6.1 To the extent the License is not a trial license, Sartorius warrants that (a) the Software will materiallyconform with their published Specifications by Sartorius for a period of twelve (12) months,
commencing on the earlier of the date of installation of the Software or activation of the license key;and (b) any professional services performed for Licensee by Sartorius will be performed in a
professional and workmanlike manner, with the degree of skill and care that is required by soundprofessional procedures and practices. Sartorius will provide the Software only in accordance withapplicable law. Notwithstanding the foregoing, Sartorius has no responsibility whatsoever for errors in
the Software caused by or related to any Third Party Products.
The warranties as set forth in this Section 6.1 shall only apply if;(a) the Software is used under normal conditions and in accordance with the Software Specification;(b) Licensee without undue delay has given Sartorius notice of any errors, defect, non-conformities
or deviations of the Software and has provided a warranty fault report to Sartorius presenting a
specification of the error, promptly after the error has been discovered by Licensee;(c) any error, defect, non-conformity or deviation of the Software was not caused by inter-working
equipment or software not supplied under this EULA;(d) any error, defect, non-conformity or deviation of the Software was not caused by Licensee’s useof the Software together with equipment or software, other than prescribed by Sartorius; and(e) Licensee has given Sartorius every opportunity to remedy such error, defect, non-conformity anddeviation.
6.2 The express warranties set forth in Section 6.1 above are the only warranties made to Licensee andare provided in lieu of any other express warranties or similar obligations (if any) created by any
advertising, documentation, packaging, or other communications. EXCEPT FOR THE WARRANTYCONTAINED IN SECTION 6.1 ABOVE, AND TO THE MAXIMUM EXTENT PERMITTED BYAPPLICABLE LAW, SARTORIUS PROVIDES THE SOFTWARE, MAINTENANCE ARRANGEMENT
AND SUPPORT SERVICES AS IS AND WITH ALL FAULTS, AND HEREBY DISCLAIMS ALL
OTHER WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY,INCLUDING, BUT NOT LIMITED TO, ANY (IF ANY) IMPLIED WARRANTIES, DUTIES OR
CONDITIONS OF MERCHANTABILITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF
RELIABILITY OR AVAILABILITY, OF ACCURACY OR COMPLETENESS OF RESPONSES, OF
RESULTS, OF WORKMANLIKE EFFORT, OF LACK OF VIRUSES, AND OF LACK OFNEGLIGENCE, AND THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT OR OTHERSERVICES, INFORMATION, SOFTWARE, AND RELATED CONTENT THROUGH THE
SOFTWARE OR OTHERWISE ARISING OUT OF THE USE OF THE SOFTWARE.
7.

INTELLECTUAL PROPERTY RIGHTS AND INDEMNITY

7.1

If a third party asserts a claim against Licensee that the Software infringes a patent or copyright ormisappropriates a trade secret of such third party (each an “IP Claim"), Sartorius will defend Licensee
against that IP Claim and pay amounts finally awarded by court against Licensee or included in asettlement approved by Sartorius, provided that Licensee promptly (i) notifies Sartorius in writing of
the IP Claim within ten (10) business days of when any Lisensee personnel knew or should have
known about the IP Claim or allegations that would support such IP Claim, (ii) supplies information
requested by Sartorius, and (iii) allows Sartorius to control the defense and settlement of the IP
Claim, including mitigation efforts. In the event that it is reasonably determined by a court ofcompetent jurisdiction that use of the Software by Licensee is restricted or prohibited by reason ofsuch infringement, Sartorius, at its sole option, may: (a) obtain for Licensee the right to continue using
the Software; or (b) modify the Software such that the Software (as modified) becomes non-infringing;or (c) provide a refund to Licensee based upon amortization of the License Fee on a straight-line
basis over five (5) years from the Effective Date.

7.2 The provisions of Section 7.1 above shall not apply to any claim arising out of designs, specifications,modifications or enhancements originating with, or requested by Licensee, nor shall it apply to the
combination of the Software with other equipment or software not supplied by Sartorius if such
infringement or misappropriation would not have occurred but for such combination. THE SECTION

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7.2 STATES SARTORIUS’ SOLE LIABILITY HEREUNDER WITH RESPECT TO INFRINGEMENT
OF ANY INTELLECTUAL PROPERTY AND PROPRIETARY RIGHTS.
7.3 Licensee or User retain all right, title and ownership interest in and to its data. Sartorius has no right,
title or interest in any data and/or information (including, but not limited to, personally identifiable
information) contained in or related to Licensee’s or User’s data provided to Sartorius through theiruse of the Software.
7.4 Licensee will indemnify and hold Sartorius harmless against all claims, damages and losses fromthird parties that result from Licensee’s data or any use of its data in connection with the Software,and Licensee will pay all resulting costs, damages and reasonable attorneys’ fees, provided that
Sartorius notifies Licensee in writing of any such claim, damage or loss in sufficient time to enable
Licensee to effectively defend any such claim, damage or loss, Licensee has sole control of the
defense and all related settlement negotiations and Sartorius fully cooperates with Licensee in the
defense and all related settlement negotiations.
8.

LIABILITY OF LICENSEE

Licensee shall be responsible for its activities related to the use of the Software. Licensee undertakes toindemnify and hold Sartorius harmless from any liability resulting from any unauthorised use of the
Software, copies thereof or access thereto by Licensee or by a third party who has obtained, lawfully or
unlawfully, the Software or copies thereof from Licensee, including, but not limited to, claims from third
parties, damages, lost profits and additional license fees for Sartorius or other costs, including reasonable
attorneys’ fees.
9.

LIABILITY OF SARTORIUS

The following shall apply with regard to Sartorius’s liability under this EULA;(a) To the maximum extent permitted by law, Sartorius’s entire liability and Licensee’s exclusive
remedy for any breach of the warranties contained in Section 6 or any other liability relating to theSoftware shall be, at Sartorius’s option, to repair, replace or modify the Software. In the event
Sartorius considers, at its sole discretion, that none of the above alternatives is possible at areasonable cost to Sartorius, then Licensee shall be obliged to stop using the Software(whereupon the EULA shall be considered as terminated with immediate effect) and the Licensee
will in such case as full and final compensation obtain a pro-rata refund of the price paid for the
Software license. The foregoing shall be Sartorius’s sole obligation and Licensee’s sole remedy
for a breach of warranty or any other liability relating to the Software by Sartorius.
(b) TO THE MAXIMUM EXTENT PERMITTED BY LAW, SARTORIUS SHALL NOT BE LIABLE;
WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORYDUTIES OR OTHERWISE, FOR ANY LOSS OF ORDERS, LOSS OF PROFITS(IRRESPECTIVE OF WHETHER LOSS OF PROFITS CONSTITUTE DIRECT OR
CONSEQUENTIAL DAMAGES), LOSS OF DATA, LOSS OF BUSINESS, EVEN IF SARTORIUS
HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SARTORIUS SHALL NOT
BE LIABLE FOR THE CORRECT CHOICE OF PRODUCTS OR SOFTWARE, FOR THE
PURPOSE INTENDED IN THE INDIVIDUAL CASE AND FOR THE CORRECT LINKAGE OF
SUCH PRODUCTS OR SOFTWARE TO ONE ANOTHER OR TO ITEMS OF THE LICENSEE.
THIS SHALL BE THE SOLE RESPONSIBILITY OF THE LICENSEE OR OF SUCH PERSON
WHO LINKS AND INSTALLS THE PRODUCTS OR SOFTWARE ON BEHALF OF LICENSEE.
SARTORIUS DISCLAIMS ANY AND ALL LIABILITY FOR FAULTY AND/OR FALSECONNECTIONS OF THE SOFTWARE AND FOR ANY USE THAT IS NON-COMPLIANT TOAPPLICABLE LAW IN THE COUNTRY OF USE.
(c) Sartorius's entire liability related to the EULA will not exceed the amount of any actual direct
damages incurred by Licensee or ten thousand Euro (10,000 €), whichever is the lower amount .
This limit applies collectively to Sartorius, its Affiliates, resellers or third-party licensors or
suppliers, or their respective owners, directors, managers, members, employees or agents.
(d) NOTWITHSTANDING THE ABOVE, THIS LIMITATION WILL NOT EXCLUDE SARTORIUS’
LIABILITY FOR BODILY INJURY OR DEATH OR FOR ANY LIABILITY FOR DAMAGESARISING OUT OF SARTORIUS’ WILFUL MISCONDUCT OR GROSS NEGLIGENCE OR ANY
LIABILITY WHICH MAY NOT BE EXCLUDED OR LIMITED BY MANDATORY STATUTORY
LAW, SUCH AS PRODUCT LIBALITY LAW.
(e) The parties acknowledge that the limitations and exclusions of liability are reasonable in thecontext of this EULA and, in particular, recognise that the License Fee has been agreed on thebasis of the limitations and exclusions of liability set out herein.

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10. FORCE MAJEURE
Sartorius shall not be liable for any delay in performing its obligations hereunder if such delay is caused bycircumstances beyond its reasonable control, and without its fault or negligence, including without
limitation, acts of God, strikes, lockouts, riots, acts of war, epidemics, internet service provider failures ordelays, denial-of-service attacks, communication line failures and/or power outages. The performance ofSartorius’s obligations shall be suspended during the period that the said circumstances persist andSartorius shall be granted an extension of time for performance equal to the period of the delay. Nothing in
the foregoing shall be deemed to relieve Licensee of its obligation to pay the License Fee owed under this
EULA, if any.
11. CONFIDENTIALITY
11.1 Licensee undertakes to treat as confidential and keep secret all information contained or embodied in
the Software and the Software documentation or otherwise received from Sartorius and Sartorius
undertakes to treat as confidential and keep secret all information Licensee provides using theSoftware (both alternatives hereinafter collectively referred to as the “Information”) provided that thisSection 11 shall not extend to any information which was rightfully in the possession of the receiving
party without confidentiality obligations prior to the commencement of the negotiations leading to this
EULA or was developed independently by the receiving party without reference to, or reliance on, theInformation of the disclosing party or which is already public knowledge or if it does become so at afuture date, without fault of the receiving party (otherwise than as a result of a breach of this Section
11).
11.2 Receiving party shall not without the prior written consent of disclosing party disclose any part of theInformation to any person except to disclosing party’s employees, affiliates, affiliates’ employees andany third party consultants or subcontractors on a strict need to know basis, and in case of Licensee
except to (i) Licensee’s auditors and any other persons or bodies having a right, duty or obligation toknow the business of Licensee and then only in pursuance of such right, duty or obligation, and (ii)any person who is from time to time appointed by Licensee to maintain any device on which theSoftware is being used (in accordance with the terms of the License) and then only to the extent
necessary to enable such person properly to maintain such device.
11.3 Receiving party undertakes to ensure that the persons and bodies stated in Section 11.2 are madeaware prior to the disclosure of any part of the Information that the same is confidential and that they
owe a duty of confidence to disclosing party. Receiving party shall be solely responsible and liable
for such third party’s compliance with this Section 11.
12. TERMINATION AND EFFECTS OF TERMINATION
12.1 Sartorius may terminate this EULA with immediate effect if Licensee commits any material breach of
the terms and conditions of this EULA.
12.2 In addition to the foregoing, Sartorius may also terminate the EULA, wholly or partly, with immediate
effect without cause, provided however, that the Licensee in such case shall receive a pro-rata refundof the price paid for the Software, based upon amortization of the License Fee on a straight-line basis
over two (2) years from the Effective Date, if applicable or unless otherwise agreed in a Order Form.
12.3 Forthwith upon the termination of this EULA, Licensee shall, if requested by Sartorius, cause theSoftware and any provided materials in connection with the Software to be returned to Sartorius,
destroy or uninstall the Software and shall certify in writing to Sartorius that the same has been done.
12.4 Any termination of the License or this EULA (howsoever occasioned) shall not affect any accrued
rights or liabilities of either party nor shall it affect the coming into force or the continuance in force ofany provision hereof which is expressly or by implication intended to come into or continue in force onor after such termination.
13. FEEDBACK
Licensee grants to Sartorius and its Affiliates a worldwide, perpetual, irrevocable, royalty-free license to use
and incorporate into its services any suggestion, enhancement request, recommendation, service
improvement, correction, modification or other feedback provided by Licensee, its Affiliates or Users
relating to the operation or provision of Sartorius’s products or services. The obligations of Sartorius set
forth in Sections 7.3 and 11 of this EULA shall not apply in this context and, accordingly, neither Sartorius
nor any of its clients or business partners shall have any obligation or liability to Licensee with respect toany use or disclosure of such information.
14. NO PUBLICITY
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Neither party will, without the prior written approval of the other party: (a) disclose the terms and conditionsof this EULA to any third party (except each party's auditors or third parties whose review is mandated bylaw or each party’s Affiliates); or (b) make any public announcement concerning this EULA or thetransactions contemplated hereunder. Licensee hereby grants to Sartorius a limited, non-exclusive, paid up
license to use or display the Licensee Marks on Sartorius's website(s) for the purpose of identifying
Licensee as a customer of Sartorius. Licensee shall have the right to review and approve in advanceSartorius's use of the Licensee Marks as proposed, which approval shall not be unreasonably withheld ordelayed. Any of the Licensee Marks so used or displayed shall be and remain the sole and exclusive
property of Licensee. Any and all rights in any of the Licensee Marks used and displayed in connection withthis EULA shall inure to the benefit of Licensee.
15. INDEPENDENT CONTRACTORSThe parties acknowledge that: (a) this EULA does not create a fiduciary relationship between them; (b)each of Sartorius and Licensee shall be an independent contractor; and (c) nothing in this EULA isintended to constitute either party an agent, legal representative, subsidiary, joint venturer, partner,
employee, or servant of the other for any purpose whatsoever. Nothing in this EULA authorizes
Licensee to make any contract, agreement, warranty, or representation on Sartorius's behalf, or to incur
any debt or other obligation in Sartorius's name; and that Sartorius shall in no event assume liability for,or be deemed liable hereunder as a result of, any such action, or by reason of any act or omission ofLicensee in its conduct of the business, or any claim or judgment arising therefrom against Licensee.
16. ASSIGNMENT
Licensee shall not be entitled to assign, sub-license or otherwise transfer its rights and obligations under
this EULA, whether in whole or in part without the prior written consent of Sartorius. Sartorius is entitled toassign this EULA and all of its rights and obligations hereunder. This EULA will be binding upon and will
inure to the benefit of the parties and permitted successors and assigns.
17. WAIVER
The failure of either party hereto to insist upon the strict adherence to any term of this EULA on any
occasion shall not be considered as a waiver of any right hereunder nor shall it deprive that party of theright to insist upon the strict adherence to that term or any other term of this EULA at some other time.
18. AGREEMENT AND SEVERABILITY
Any failure of either party hereto at any time, or from time to time, to require or enforce the strict keeping
and performance by either party of any of the terms and conditions of this EULA shall not constitute a
waiver by either party of a prior or subsequent breach of any such terms or conditions and shall not affector impair such terms or conditions in any way, or the right of either party at any time to avail itself of such
remedies as it may have for any such breach of any term or condition. No waiver of any right or remedy
hereunder shall be effective unless expressly stated in writing by the waiving party.
19. GOVERNING LAWThis EULA will be governed by and construed in accordance with the laws of the (i) country in which
Sartorius is located, or (ii) State of New York, if Sartorius is located in the United States and its territories
or in Canada, or (iii) Swiss Confederation, if Sartorius is located in the Federal Republic of Germany, and,in any case, without regard to conflicts of laws principles that would require the application of the law ofanother jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods (theVienna Sales Convention) and the Uniform Commercial Code are not applicable to this EULA. Any action
or proceeding brought under this EULA shall be brought and maintained in, (i) if Sartorius is located in theEuropean Union (excluding Germany) or the United Kingdom, the local courts of the registered office ofSartorius; (ii) if Sartorius is located in the United States and its territories or in Canada, the federal or state
courts in Suffolk County, New York; (iii) if Sartorius is located in China, accordance with the arbitration
rules in effect at the time of applying for arbitration with the China International Economic and Trade
Arbitration Commission. The place of arbitration shall be Beijing and the arbitral proceedings are to beheld in the binding language of the underlying EULA; (iv) if Sartorius is located in Germany, in accordancewith the ICC Rules of Conciliation and Arbitration without recourse to the ordinary courts of law (except as
regards interlocutory relief). The place of arbitration Zurich, Switzerland. The arbitral proceedings are to
be held in the English language, unless otherwise agreed by the parties hereto; or (v) if Sartorius islocated anywhere else in the world, accordance with the ICC Rules of Conciliation and Arbitration without
recourse to the ordinary courts of law (except as regards interlocutory relief). The place of arbitration is theplace of the registered office of Sartorius. Sartorius shall be entitled at its discretion to assert its own

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claims at the place of the registered office of Licensee. The arbitral proceedings are to be held in the
English language. The parties hereto consent to the non-exclusive jurisdiction of such courts and arbitralbodies, as applicable. Furthermore, Sartorius shall be entitled at its discretion to assert its own claims at
the Licensee’s place of jurisdiction. After a lawsuit has been filed, the Licensee shall be limited, on thebasis of his or her own rights and claims, to bring a counterclaim before the particular court before which
the original action has been brought or to offset his or her own claim against the claim lodged in said
action before the court.
20. IRREPERABLE HARM AND INJUNCTIVE RELIEF
Licensee acknowledges that its use or disclosure of the Software or Information or the threat to make suchuse or disclosure in a manner inconsistent with this EULA, will cause Sartorius extensive and irreparable
harm, and hereby consents that Sartorius shall have the right, at any court of competent jurisdiction in any
location where the Software is being used by Licensee, to injunctive relief to prevent the unauthorised use
or disclosure.
21. EXPORT CONTROLS
Sartorius products may be subject to international and national export or re-export restrictions (e.g., EC
Dual-Use regulation No. 428/2009, including but not limited to UK Strategic Export Control List, Indian
SCOMET regulation, US Export Administration Regulations (“EAR”)). Acceptance of a purchase order anddelivery of the Software will be done in strict compliance with the appropriate legal provisions and embargo
regulations. Licensee shall comply with all applicable local, national and international laws and regulations.
Licensee also agrees not to export, re-export or transfer any hardware, software or technology developedwith or using information, software or technology offered by Sartorius, in violation of any applicable laws or
regulations of the competent authorities. Sartorius´ Software will be supplied exclusively for civil andpeaceful purposes only. Licensee shall neither use any Software, information, software or technology
offered by Sartorius in or in connection with nuclear technology or weapons of mass destruction (nuclear,biological or chemical) and carriers thereof, nor supply military consignees. Acceptance and execution oforders for Software requiring prior approval of a relevant government authority is subject to the issue of anexport license by such authority. Licensee agrees to comply with all applicable laws and, upon request,
provide Sartorius, or its agent, with all relevant and requested information relating to such licenses, which
may include but is not limited to End-Use(r) Certificates, company profiles and relevant data for the license
application process. As the timely approval of the export license is out of and/or beyond Sartorius’ control,
any delay in shipment or termination of the order by Sartorius due to the pending or rejected approvalcannot be seen as subject to any penalty requirements by Licensee. Licensee represents and warrants thatit, its employees, Affiliates, and sub-suppliers (i) are not subject to sanctions or otherwise designated on
any list of prohibited or restricted parties; and (ii) do not transact, deal or associate with or provide support
to any person or entity named, as of the date hereof, in violation of any other prohibited or restricted
parties’ list.

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