License Terms for
Rental of Simulation Models of Bosch Rexroth AG
Version: 11.02.2019
These Terms and Conditions of License apply to the provision of simulation models to the customer (hereinafter referred to as:"Licensee") by Bosch Rexroth AG, Zum Eisengiesser 1, 97816 Lohr a. Main, Germany, www.boschrexroth.de (hereinafterreferred to as: "Licensor") for a limited time period subject to a charge. The Licensee intends to utilize the simulation models to
conduct system simulations for designing, dimensioning and validating specific components and systems for its own business
operations. Separate license terms apply to other types of provision of simulation models. General terms and conditions of theLicensee do not apply, they are explicitly rejected. This shall apply even if, in connection with a purchase order or in otherdocuments of the Licensee, reference is made to the Licensee’s standard business terms and conditions and in this case, theLicensor does not explicitly object to them again.
1.
1.1.

1.2.

Definitions

Affiliated Enterprise: Every legal entity which iscontrolled by the Licensee, which controls the
Licensee or which is jointly-controlled together with a
Licensee. Control is deemed to exist where more thanfifty percent (50 %) of the capital shares or voting
rights is held or where the corporate management andpolicy are controlled either directly or indirectly on thebasis of capital shares, by virtue of agreements or in
any other way.
Backup Copy: A copy of a simulation model which is
produced in case the original model is damaged or
inadvertently deleted.

1.3.

Black Box Model: A simulation model in respect ofwhich the Licensee is only granted access to selectedparameters and variables. The functioning, model
structure and equations are hidden.

1.4.

Bugfix: Error correction.

1.5.

Commencement of the License: Upon delivery ofsimulation models.

1.6.

Component Model: A simulation model that maps aproduct from the Licensor’s product range with its
typical behavior. Component Models can, if
applicable, also map other components of a customer
system in accordance with customer specifications.

1.7.

Confidential Information: Simulation models including
the source code (with the exception of Open Source
Software components) and the Documentation andtheinformation
includedinModelsandDocumentation and other materials or information
otherwise communicated which is/are marked by the
Licensor as being “confidential” or which is/areotherwise to be considered as confidential.

1.8.

Documentation: All the information required to be able
to work with the Models as intended.

1.9.

FOSS: Open Source Software and third party
software under a royalty-free license.

1.10. Generic Model: A general simulation model thecharacteristics of which are specified by adjustableparameters.
1.11. License Type: Determines the scope of use of thesimulation models and the number of users, see subsec. 4.2.
1.12. Patch: A correction supplied to close security gaps orremedy errors including add-ons of functions.

1.13. Underlicensing: Use of the simulation model in amanner exceeding the agreed scope and type of use
agreed.
1.14. Update A new version of the Models containing
improvements to the program or new and/or changed
functionalities.
1.15. Upgrade: Renewal of the Models version withconsiderably expanded function.
1.16. Workaround: A procedure circumventing a known
malfunction of the simulation model.
1.17. Year of Contract: The first twelve (12) months startingfrom the beginning of the license in accordance withthe contract and every successive twelve-month
period.
2.
2.1.

Simulation models

The subject matter of these License Terms is the
granting of the rights of use to simulation models of
the Licensor (hereinafter referred to as: "Models") fora limited period of time subject to a charge for the
purpose of conducting a system simulation for
designing, dimensioning and validating specificcomponents and systems for the Licensee’s own
business operation. The Models can be individual
Component Models or system models consisting ofComponent Models and Generic Models. The Modeldescription follows from the Documentation which will
be made available to the Licensee on request prior toentering into the contract. The Documentation
contains an overview of the Models’ functionalities
and system requirements. The information andgraphical representations stored in the Models andthe Documentation solely serve to describe therespective products and lose their validity when the
products illustrated there or the corresponding
technical Documentation are/is changed, at the latest,
however, when a new version of the Model is released
or in the context of an Update, Upgrade, Patch or
Bugfix. The information and graphical representations
stored in the Models are not intended for solely designor development purposes and cannot be transposed
to components of the same or a similar construction ofother manufacturers. The Models shall support the
Licensee in designing, dimensioning and validating its
components and systems for its own business
operations, however without checking the result
technically or verifying the correctness of thecalculation. The shall be undertaken by the Licensee.
The compliance with the technical application limits ofthe mapped products will not be examined by the
Models either. Simulation models always constitute a

License Terms for Rental of Simulation Models of Bosch Rexroth AG
simplification of reality. It is not possible to warrant thecorrect nature of the Models or, in particular, theagreement of simulation results with measurement
data.
2.2.

The Models comprise the Model files and thecorresponding Documentation and, if applicable,
instructions on embedding the Models in a simulation
environment. The subject matter of the agreement
does not include the source code unless otherwise
agreed and subject to sub-section 2.3. The Modelshall always be regarded as a whole and individualpart models may not be extracted from the whole andused separately. If part models are used separately, aseparate license agreement must be concluded in thisrespect.

2.3.

The Models can possibly contain FOSS. The Licensee
will be provided with an up-to-date list of the FOSS
contained and of the FOSS license terms respectively
applicable on request prior to entering into thecontract or when the Models are delivered at thelatest.

2.4.

Insofar as software products of third party providers
which are not covered by FOSS are also provided
together with the Models, such products may solely be
used in connection with the Models. Special terms andconditions of use can possibly apply in this respect
which the Licensee will be advised of in an appropriate
form.

2.5.

Insofar as the Models have been created with the helpof software products of third party providers, special
license terms possibly apply which are set forth in theDocumentation and which the Licensee will be
provided with on request.

2.6.

The Licensor has the right to take technical measures
to protect the Models against any unauthorized use,e.g. by means of program locks. The Licensee may
not remove such protective mechanisms from theModels or work around them. It can be necessary toapply for a license key to activate the Models after
installation and if the software and/or hardware
environment is changed.
3.

3.1.

3.2.

agreed, in particular with payment of any advancepayments agreed.
3.3.

4.

The precondition for the commencement of andcompliance with the delivery periods agreed is for thecollaborative duties to have been performed, inparticular the timely receipt of all documents, permits,
examinations, approvals to be provided by the
Licensee, and compliance with the payment terms

Rights of use

4.1.

With effect from the Commencement of the License
the Licensee shall be granted the non-exclusive, nontransferable right to use the Models for a limited periodof time in accordance with the following provisions andin compliance with the stipulations of theDocumentation. In this connection the Licensee has
the right to import the Models into its simulation
environment and to use them in a system simulation
for designing, dimensioning and validating its
components and systems. The use is only permitted
in the countries of destination agreed. In the absenceof an explicit agreement, this is the country in which
the Licensee has its administrative headquarter. The
provision for use shall be wholly or partially as a BlackBox Model, if applicable.

4.2.

The Licensor distinguishes between the following
License Types, the details of which derive from thecircumstances at the time of conclusion of thecontract. In case no special License Type results fromthe circumstances at the time of conclusion of thecontract, a single user license is granted.

Delivery, delivery periods, default

Unless otherwise agreed and in accordance with theprovisions below, the Models shall be delivered in theversion which is current at the time of delivery. The
delivery and passing of risk of the Models shall beeffected at the Licensor’s election and, unlessotherwise agreed, either by virtue of transmission bye-mail or by virtue of making the Models available asa download and transmitting the informationnecessary for the download. The Licensor shall supply
a replacement if the Models are damaged or
destroyed during the term of the contract. The
Licensor can require a refund of its copying anddispatch costs insofar as the damage/destruction was
culpably caused by the Licensee. Sentences 1-3 ofthis sub-sec. 3.1. shall apply accordingly to supplies
in the context of supplementary performance pursuant
to sub-sec. 9.5.

If delivery periods are not met due to force majeure orto other events for which the Licensor is not
responsible, e.g. war, terrorist attacks, import andexport restrictions, governmental orders, the agreed
delivery periods shall be extended appropriately by
the period of duration of the impediment. This also
applies to industrial action affecting the Licensor.

a.)

In the case of a single user / workstation license,
the Licensee has the right to use the Models on
one single Target Hardware device.

b.)

In the context of a network / server/ copy or floating
license, the Licensee may install the Models on a
network server or on any number of Target
Hardware devices which are integrated into the
local network. In this case the Models may only be
used simultaneously on a specific number ofTarget Hardware devices or workstations.

c.)

In the event of a volume / multiple / multiple-user
license, the Licensee has the right to use a specificnumber of individual licenses.

d.)Under a corporate license, the Models may be
used within the Licensee’s enterprise at theestablishments agreed.

4.3.

The Licensee may use the Models only for the
purpose named in sub-sec. 2.1.

4.4.

Duplications of the Models are only permitted insofar
as this is necessary for the contractual use. The
Licensee may make Backup Copies of the Models inaccordance with the state of the art to the extent
necessary. Backup Copies shall be marked as suchand marked with the copyright notice of the original
Models insofar as this is possible. The use of the
Backup Copy is only permitted if the copy of theModels originally provided by the Licensor has
deteriorated or perished. The Licensee is also subject
to these Terms and Conditions of License in respectof the use of the Backup Copy.

4.5.

Without the prior consent of the Licensor in writing, theLicensee is not entitled to distribute the Models or tootherwise transfer them to third parties or to makePage 2 of 6

License Terms for Rental of Simulation Models of Bosch Rexroth AGthem available to third parties (including rental, lease,loan or sub-licensing). Further, without the priorconsent of the Licensor in writing, the Licensee may
not offer as a service any services using the Models,such as simulation services or training courses for
persons who are not employees of the Licensee. The
Licensee may transfer the Models from one device(Target Hardware) or workstation to another device(Target Hardware) or to another workstation, if it isensured at all times that the Models can only be usedin accordance with the scope agreed under therespective license model.
4.6.

The Licensee is not entitled, subject to sub-sec. 2.3.,
to edit, change, reverse engineer, decompile ordisassemble the Models or the program code of theModels or parts thereof or to otherwise establish thesource code or to create derivative works based on
the Models. Separate use of part Models is not
permitted (cf. sub-sec 2.2.). The use of the Models as
a component for generating software products is notallowed. The mandatory, obligatory provisions ofsecs. 69d, 69e German Copyright Act (UrhG) shallremain unaffected by this, however.

4.7.

The Licensee may not commission third parties whoare competitors of the Licensor to conduct measures
which are in accordance with sub-sec. 4.6. unless the
Licensee proves that the danger of disclosing
important business and trade secrets of the Licensor(in particular functions and design of the Models) is
ruled out.

4.8.

If the Licensor provides the Licensee with Upgradesor Updates or Patches or Bugfixes in connection with
supplementary performance or maintenance, theseshall also be subject to these Terms and Conditions ofLicense, except to the extent that they form the subject
matter of a separate agreement.

4.9.

Beyond the stipulations contained in sec. 9, there isno right to support as a matter of principle. In
particular, there is no entitlement to provision of theModels for a specific version of a simulation
environment.

generally valid at the time of the notification. The fees
respectively adjusted may not be further increased
until, at the earliest, upon expiry of a further Year ofContract since the last price adjustment. When thefees are adjusted, the Licensee has the right to givesix (6) weeks’ notice of termination to become
effective on the effective date of the price adjustment,
insofar as the increase exceeds ten percent (10%) of
the last remuneration applicable for the license.
5.3.

6.

5.1.

5.2.

Remuneration for the license

The remuneration agreed in a separate document,
otherwise the remuneration set out in the Licensor’s
price list valid at the respective time, plus value added
tax, is payable for the temporary provision and use of
the Models in accordance with the scope of use
defined in sec. 4 above. Unless otherwise agreed, theremuneration is due in advance for the Year ofcontract beginning at the Commencement of theLicense.
The Licensor has the right to increase theremuneration for the license for the first time after
expiry of one Year of Contract by giving three (3)months’ advance notice in writing to expire at the endof a Year of Contract, however by up to an amount notexceeding the amount of the Licensor’s list prices

Duties of the Licensee to collaborate andprovide information

6.1.

The Licensee is responsible for its hardware andsoftware environments being compliant with thesystem requirements of the Models; in case of doubt
the Licensee shall obtain advice from the Licensor or
specialist third parties before entering into thecontract. The Models’ operability has been tested withthe simulation environments and their versions
indicated in the Documentation. Prior to implementing
the Models, the Licensee shall thoroughly test them toascertain that they are free of defects and, if
applicable, that they are usable in the existing
hardware and software configuration.

6.2.

The Licensee is responsible for embedding theModels in the simulation environment used by the
Licensee. At the Licensee’s request, if applicable, theLicensor may conduct the installation in return for
remuneration to be agreed separately.

6.3.

When using the Models, the Licensee is obliged tocomply with the duty of care necessary for usage andto check the results generated with the Models to areasonable extent before they are used. Simulation
Models always constitute a simplification of reality.

6.4.

Technical proofs of functionalities of the products
selected with the help of the simulation, and producttests relating to compliance with norms shall be
conducted by the Licensee. The Models do notcontain any information on the technical application
limits of the mapped products. The Licensee shallcarry out the professional assembly and execution of
the products. A product order shall solely be placedon the basis of the catalogue details and of the
documentation belonging to the product.

6.5.

The Licensee shall comply with the instructions
provided by the Licensor for the use of the Models, inparticular the instructions on the modellingassumptions made. The Models shall always be
supplied together with a Documentation and they
possess the qualities described in the Documentation.
In particular, the Documentation must be read before
the Models are used.

6.6.

The Licensee shall ensure that the simulation is only
carried out by respectively qualified specialist
personnel.

6.7.

The Licensee shall advise the Licensor without undue
delay of possible errors in the Models. In thisconnection, the Licensee shall provide all theinformation necessary at the Licensor’s request. The
Licensee shall permit the Licensor to access the
Models in order to search for and rectify the error;

4.10. All further rights to the Models not explicitly granted,
in particular also including all the rights to the trademark, the business secrets or to other intellectual
property in the Models, shall remain with the Licensor.
Designations of the Models, in particular copyrightnotices, trademarks, serial numbers and the like may
not be removed, changed or otherwise renderedillegible.
5.

Unless otherwise agreed in writing, all of theLicensor’s invoices are payable at the latest thirty (30)days after the receipt and due date thereof, without
any deduction, by cashless transfer to a bank accountnotified by the Licensor.

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License Terms for Rental of Simulation Models of Bosch Rexroth AG
at the Licensor’s election this may either be by directaccess and/or remote access. This is regulated in
more detail in sub-sec. 9.5.
6.8.

The Licensee is obliged to take suitable measures toprotect the Models against access by unauthorizedthird parties, in particular to store all the copies of theModels in a protected place.

6.9.

The Licensor has the right to examine whether the
Models are being used in compliance with the rights
of use granted. To this effect the Licensor may require
the Licensee to provide information, in particular on
the period of time and extent of the use of the Models,and it may inspect the books and written records andthe hardware and software of the Licensee insofar as
they reveal any details regarding the period of timeand extent of the Models’ use. To this effect the
Licensor shall be permitted to enter the businesspremises of the Licensee during normal working hours
after advance notice of at least two (2) weeks. The
Licensee shall ensure to a reasonable degree that theaudit can be conducted by the Licensor and shallcollaborate in the audit. The Licensor shall use all theinformation obtained during the audit only for the
purpose of verifying the legality of the license use. The
Licensee may demand that the on-site audit be
conducted by an agent of the Licensor who is subject
to professional secrecy. The costs of the audit will beborne by the Licensor unless the audit should revealthat the Licensee is Underlicensed. In such a case theLicensee shall bear the costs of the audit. In the eventof the Licensee being Underlicensed, the Licensee
shall be additionally obliged to repay the unpaid
remuneration on the basis of the list prices generally
applicable to comparable services at the time of theaudit plus a flat rate claim for damages of ten percent(10 %) of the value of the Underlicensing. In addition,
the Licensee shall discontinue any Underlicensing
without undue delay. The Licensee remains entitled toprove that the damage was lower.

5.1. or with a not inconsiderable part of thisremuneration for two successive time periods or is inarrears in a period of time covering more than two time
periods with a payment corresponding to the
remuneration for two time periods; (iii.) there is asignificant deterioration in the financial circumstancesof the Licensee or if this is impending and as a result
the performance of a payment obligation to the
Licensor is in jeopardy or (iv.) the criteria for
insolvency or over-indebtedness have been met by
the Licensee. In the first case (sub-sec. 7.3. i.), theLicensee has no entitlement to a refund of the license
remuneration already paid. The Licensor reserves theright to claim additional damages.
7.3.

8.

7.

9.

Except to the extent otherwise agreed, the contract
shall be concluded for a fixed term of one Year ofContract. It shall be extended by a respective term of
one additional Year of Contract unless terminated bygiving three months’ notice prior to expiry of the term.

7.2.

The contract may be terminated by either party forcause without compliance with a period of notice.
Cause shall be deemed to exist in particular if (i.) the
Licensee violates rights of use of the Licensor by using
the Models over and above the scope permitted underthese License Terms and Conditions and fails to
discontinue the violation within a reasonable period oftime following a warning by the Licensor; (ii.) the
Licensee is in arrears with two consecutive paymentsof remuneration for the license pursuant to sub-sec.

Warranty

9.1.

Only the description of the Models provided by the
Licensor prior to concluding the contract or agreed ina separate document, e.g. in the Documentation, isdecisive for the quality of the Models. The details
provided therein are solely to be understood as
performance descriptions and not as guarantees. A
guarantee is only given if it has been explicitly
specified as such in writing by the Licensor before thecontract is entered into. Further quality is not owed,
and, in particular, it does not derive from publicstatements or advertising of the Licensor or its
distribution partners. The Licensor is not obliged toprovide support services that go beyond liability fordefects. Furthermore, in the context of themaintenance obligation, the Licensor is not obliged toadapt the Models to changes in operating conditions
or to technical and functional developments such aschanges to the IT environment.

9.2.

The Licensor does not provide a warranty for errors in
the Models

Term and Termination

7.1.

End of contract

When the Licensee’s right of use ends (e.g. by virtueof the end of the contract term, notice of terminationor supply of a replacement), the Licensee shall delete
or destroy all the data media, copies of the Models
including the Backup Copies pursuant to sub-sec. 4.4.
and the Documentation provided for use and confirm
this to the Licensor in writing upon request. The same
shall apply in the event of a replacement being
supplied (sub-sec. 4.8.) for the previous Modelversions.

6.10. The Licensee is obliged to take reasonableprecautions in case the Models do not work properly
either altogether or in part (e.g. by means of daily data
backup, failure diagnosis, regular monitoring of thedata processing results). The Licensor can assume
that all the data of the Licensee which it can come into
contact with are secured, unless as the Licensee
explicitly indicates otherwise in advance.
6.11. The Licensee shall bear the disadvantages that result
from a violation of the aforementioned collaborationand information duties.

Statutory rights and claims shall not be restricted by
the provisions contained in sec. 7.

Page 4 of 6a.)Caused by faulty application on the part of theLicensee that could have been avoided if theDocumentation had been carefully consulted;
this also applies in the event of inexistent or
insufficient backup measures pursuant to subsec. 6.10. which would have avoided data loss;b.)

Due to virus contamination or to other external
influences for which the Licensor is not
responsible such as fire, accidents, power failure
etc.;

c.)

Caused by the Models being used in an
operating environment which is different fromthat approved by the Licensor or due to faults in
the hardware, the operating system or to thesoftware or models of other manufacturers;

License Terms for Rental of Simulation Models of Bosch Rexroth AG
d.)

9.3.

9.4.

9.5.

9.6.

Caused by the Models having been modified by
the Licensee or third parties withoutauthorization.

In respect of the Models or software products which
the Licensee or a third party has expanded via aninterface designated for this purpose by the Licensor,
the Licensor shall be liable only for defects occurring
up to the interface.
The Licensee is obliged to notify the Licensor of
defects in the Models without undue delay after
discovery thereof. In the event of defects as to quality,
this shall be done by describing the time when thedefects
occurred
and
the
more
detailed
circumstances. If the Licensor undertakes an error
analysis at the Licensee’s request and if it transpiresthat there is no defect which the Licensor is obliged to
remedy, the Licensor has the right to charge theLicensee for the expenses incurred based on therespectively applicable hourly rates of the Licensor.
Defects in the Models shall be rectified by the Licensor
within a reasonable period of time (supplementary
performance). This shall be done at the election of theLicensor by rectifying the defect by means of an
Update/ Patch/Bug Fix/Upgrade or by supplying
defect-free Models or indicating a Workaround, thelatter insofar as this is reasonable for the Licensee
taking account of the impacts of the defect and thecircumstances of the Workaround solution indicated.
In addition, sec. 10 shall apply to claims for damages
for fault-based liability.
The provisions of this sec. 9 shall apply accordingly todefects of title which are not constituted by the
infringement of third party industrial property rights.
10. Liability

10.1. The Licensor shall be liable for damages inaccordance with the provisions of statute in the eventof injury to life and limb, damage based on the Product
Liability Act, for damage caused by fraudulent conduct
or intent by the Licensor and for damage caused bygross negligence of the statutory representatives ormanagerial employees [leitende Angestellte] of theLicensor.
10.2. Without prejudice to the liability under sub-sec. 10.1.
the Licensor shall be liable for damages in an amountlimited to the amount of foreseeable damage typical of
the contract at the time when the contract was enteredinto for damage caused by a violation of material
contractual obligations through simple negligence andfor damage caused by persons engaged in theperformance of an obligation of the Licensor[Erfüllungsgehilfen].
Material
obligations
areobligations which, when performed, make the proper
execution of the contract at all possible and which the
Licensee may regularly rely on compliance with. The
amount of damage typical of the type of contract andforeseeable, resulting from violations of duty by the
Licensor corresponds to the amount of remuneration
paid by the Licensee in the Year of Contract of theevent causing the damage, but not exceeding
EUR 100,000. If the maximum amount of liability is notreached in one Year of Contract, the maximum
amount of liability shall not increase in the following
Year of Contract.

explicitly providing otherwise. In particular, theLicensor has no liability for initial defects, except
insofar as the precondition of sub-sec. 10.1 or 10.2.
has been met. The Licensor is not liable for damage
incurred by the Licensee due to a failure to securedata in accordance with sub-sec. 6.10.
10.4. Joint fault by the Licensee must be taken into
consideration.
10.5. The foregoing restrictions of liability shall also apply tothepersonal
liabilityoftheemployees,
representatives and/or organs of the Licensor. They
shall also apply to the liability of the Licensor withregard to compensation for wasted expenditure and toindemnification obligations.
11. Third party rights
11.1. The Licensor shall not be liable for claims arising froman infringement of third party intellectual or industrial
property rights or copyright (hereinafter: industrial
property right) if the industrial property right is or wasowned by the Licensee or by an Affiliate Enterprise.
11.2. The Licensor shall not be liable for claims arising froman infringement of third party industrial property rights
unless at least one industrial property right from theproperty right family has been published either by theEuropean Patent Office or in one of the following
countries: Federal Republic of Germany, France,
Great Britain, Austria or the USA.
11.3. In the event that, in the opinion of the Licensor or athird party, the Models infringe third party rights, theLicensor has the right, at its own discretion taking theinterests of the Licensee into adequate consideration,
to replace or modify the Models whilst upholding theagreed functionalities in order to remedy the allegedor presumed infringement of rights.
11.4. If (i.) a final judgment is returned against the Licenseeor (ii.) an interim injunction is served on the Licensee
enjoining the Licensee from using the Models or atleast part of it, the Licensor shall, in order to cure theinfringement of rights, at its discretion either obtain for
the Licensee the right to continue to use the Models
or replace or modify the Models whilst upholding theagreed functionalities or, if neither of the alternatives
named is realizable by the Licensor subject toreasonable conditions, terminate the Licensee ‘srights to the Models in writing. Insofar as is reasonable
for the Licensee, the termination shall only be effectedto the extent that is necessary to prevent the
infringement of the rights.
11.5. Claims by the Licensee are excluded insofar as the
Licensee is responsible for the infringement of theindustrial property right or if the Licensee has notsupported the Licensor to a reasonable extent in the
defence against claims by third parties. Claims by the
Licensee are also excluded if the Models were
manufactured in accordance with the specifications or
instructions of the Licensee.
11.6. Claims by the Licensee are also excluded if the(alleged) infringement of the industrial property rightensues from the use in conjunction with anotherproduct not stemming from the Licensor or if theModels are used in a manner which the Licensor was
unable to foresee.

10.3. Further liability of the Licensor is excluded, subject toprovisions in these License Terms and Conditions
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License Terms for Rental of Simulation Models of Bosch Rexroth AG
11.7. The claims of the Licensee under this sec. 11 aresubject to the condition that (i.) the Licensee advises
the Licensor without undue delay of the third party
claims brought, (ii.) the Licensee provides the
Licensor with a copy of all the correspondence in thisrespect with the claimant and the courts and always
without undue delay after receipt thereof, (iii.) the
Licensee provides the Licensor with the information
required to defend against the claim and (iv.) the
Licensor reserves the exclusive right to control the
conduct of the lawsuit by the Licensee and the right totake the final decision on entering into any judicial andextrajudicial settlements.
11.8. The Licensor’s obligation to pay damages in case of
infringements of industrial property rights is governedby sec. 10 in all other respects. Further-reachingclaims or claims other than those claims of theLicensee governed by this sec. 11 on account of an
infringement of third party industrial property rights are
excluded.
12. Data use and data protection
12.1. The Licensor has the right to store, use, transfer
and/or exploit all of the information contributed andgenerated by the Licensee in connection with theModels, with the exception of personal or companyrelated data, for any purposes over and above thepurpose of the contract, for instance for statistical,
analytical and internal purposes. This right is unlimited
and irrevocable.
12.2. If personal data are processed, the Licensor shallcomply with the statutory data protection regulations.
In this case the details on the data collected and therespective processing thereof are set forth in the dataprotection statement of Bosch Rexroth AG.
13. Confidentiality
13.1. The Licensee undertakes to treat Confidential
Information in confidence and not to disclose it to third
parties unless this is necessary in order to exercise
the rights the Licensee is entitled to in accordance withthese Terms and Conditions of License. In order toprotect the Confidential Information the Licensee shallapply the same measure of care (but not less than areasonable measure of care) as it applies to its own
Confidential Information.
13.2. The obligation of secrecy under sub-sec. 13.1. does
not apply to Confidential Information (i.) which was
already in the lawful possession of the Licensee prior
to being disclosed by the Licensor; (ii.) which was or
becomes public knowledge without any violation of
duty by the Licensee; (iii.) which the Licensee lawfullyreceived from third parties without any secrecy
obligations; (iv.) which was disclosed to third parties
by the Licensor without any secrecy obligations; (v.)
which was developed by the Licensee itself; (vi.)
which has to be disclosed by law; or (vii.) which isdisclosed by the Licensee with the prior consent of theLicensor in writing.

Delays due to export examinations or permit
procedures shall interrupt the delivery period unless
the Licensor is responsible for such delays.
14.2. If termination of the contract is necessary in order tocomply with legal regulations of national orinternational law, the Licensor has the right to givenotice of termination of the contract with immediate
effect unless the Licensor is responsible for this.
14.3. In case of termination pursuant to sec. 14.1. or 14.2.,
the Licensee’s right to claim compensation or to claim
further rights because of the termination is excluded.
14.4. The Licensee undertakes to furnish all the informationand documents that are required for the export or
movement of the Models to be supplied in accordancewith the contract and other work results required forthe purpose of the supply and which derive from the
Licensee’s sphere of influence.
14.5. When passing on, transferring or otherwise providing
to third parties for use in the domestic country andabroad the Models to be supplied by the Licensor inaccordance with the contract and other work results,
the Licensee shall comply with the respectively
applicable customs regulations and with theprovisions of (re) export control law and obtain thepermits necessary for this.
14.6. The Models may not be used for the manufacture ordevelopment of rockets, chemical/biological or
nuclear weapons.
15. General Provisions
15.1. The courts of Stuttgart, Germany, shall have exclusive
jurisdiction and venue insofar as this is legallypermissible. The Licensor reserves the right, however,to take legal action at a court with jurisdiction at theregistered office or establishment of the Licensee.
15.2. The present Terms and Conditions of License and all
agreements in this respect between the Licensor andthe Licensee shall be governed by German law
excluding the conflict of laws provisions. The
applicability of the UN Convention on Contracts for theInternational Sale of Goods is explicitly excluded.
15.3. If a provision should be or become ineffective, theeffectiveness of the remaining provisions shall not beaffected thereby. In this case the ineffective provision
shall be replaced by a permissible provision
approximating most closely the economic purpose of
the original ineffective provision. This shall apply
accordingly to any omissions.
15.4. Alterations and supplements to these Terms andConditions of License must be made in written form.
Emails do not comply with the written form
requirement.

© Bosch Rexroth AG

14. Export control
14.1. If, prior to supply, it should transpire that performanceof the contract by the Licensor faces obstacles due tonational or international export control regulations, inparticular to embargos or other sanctions, theLicensor has the right to withdraw from the contract.
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