TEN (10) DAYS AFTER THE END OF EACH CALENDAR QUARTER, A
LIST OF ALL PRODUCTS LICENSED DIRECTLY OR SERVICES PROVIDED BY TELSTRA TO
TELSTRA CUSTOMERS DURING THE PRECEDING CALENDAR QUARTER AND ALL PRODUCTS
DISTRIBUTED OR SERVICES PROVIDED BY AFFILIATES OF TELSTRA TO TELSTRA CUSTOMERS
DURING SUCH CALENDAR QUARTER; AND
8
(B)
SUCH OTHER INFORMATION RELATING TO THE MARKETING, DISTRIBUTION
AND/OR PROVISION OF THE PRODUCTS AND SERVICES AS VISTULA SHALL REASONABLY
REQUEST FROM TIME TO TIME.
7.2
BUSINESS RECORDS; RIGHT TO AUDIT AND COPY.
DURING THE TERM OF
THIS AGREEMENT AND FOR A PERIOD OF TWO (2) YEARS THEREAFTER, TELSTRA SHALL
MAINTAIN ACCURATE RECORDS RELATING TO THE DISTRIBUTION OF PRODUCTS AND PROVISION
OF SERVICES TO TELSTRA CUSTOMERS IN THE TERRITORY AND TO TELSTRA'S PERFORMANCE
OF ITS OBLIGATIONS UNDER THIS AGREEMENT ("BUSINESS RECORDS").
THE BUSINESS
RECORDS SHALL INCLUDE, WITHOUT LIMITATION, THE IDENTITY, ADDRESS, CONTACT AND,
IF KNOWN TO TELSTRA, HARDWARE AND OPERATING ENVIRONMENTS OF EACH TELSTRA
CUSTOMER, THE TYPE OF PRODUCT AND DATE OF DISTRIBUTION FOR EACH PRODUCT, THE
TYPE OF SERVICES AND DATES OF USE OF THE SERVICES, THE NUMBER OF INDIVIDUAL
LICENSED USERS OF THE PRODUCT AND SERVICES AT THE TELSTRA CUSTOMER, THE DATES OF
PRODUCT INSTALLATION (IF APPLICABLE), A COPY OF EACH END USER LICENSE AGREEMENT
AND INFORMATION ABOUT ANY MAINTENANCE AND SUPPORT SERVICES PURCHASED BY THE
TELSTRA CUSTOMER.
DURING THE TERM OF THIS AGREEMENT AND FOR A PERIOD OF TWO (2)
YEARS THEREAFTER, VISTULA OR ITS DESIGNEE SHALL HAVE THE RIGHT, AT ITS OWN
EXPENSE AND ON GIVING NOT LESS THAN TWENTY (20) WORKING DAYS' NOTICE FROM TIME
TO TIME HAVE ACCESS TO AUDIT THE BUSINESS RECORDS.
8.
PROPRIETARY RIGHTS AND CONFIDENTIALITY.
8.1
OWNERSHIP OF PRODUCTS.
VISTULA AND ITS LICENSORS SHALL RETAIN ALL
RIGHT, TITLE AND INTEREST IN THE PRODUCTS THROUGHOUT THE WORLD, INCLUDING
WITHOUT LIMITATION, PATENT, COPYRIGHT, TRADEMARK AND TRADE SECRET RIGHTS.
EXCEPT AS EXPRESSLY SET FORTH IN SECTION 3 OF THIS AGREEMENT, NEITHER THIS
AGREEMENT, NOR ANY LICENSE OF PRODUCTS HEREUNDER SHALL BE CONSTRUED AS GRANTING
TO TELSTRA OR ANY OTHER PARTY ANY LICENSE OR OTHER RIGHT IN OR TO ANY PATENT,
COPYRIGHT, TRADEMARK, TRADE SECRET OR OTHER PROPRIETARY RIGHT OF VISTULA OR ITS
LICENSORS.
TELSTRA SHALL NOT TAKE ANY ACTIONS INCONSISTENT WITH THIS SECTION
8.1.
8.2
NO DECOMPILING OR REVERSE ENGINEERING. EXCEPT AS REQUIRED OR
PERMITTED BY THE SOFTWARE DIRECTIVE, TELSTRA SHALL NOT (AND SHALL CAUSE ITS
AFFILIATES NOT TO):
8.2.1
make error corrections to or otherwise modify or adapt the software or
create derivative works based upon the Products, or permit third parties to
create derivative works of the Products;
8.2.2
decompile, decrypt, reverse engineer, or otherwise reduce the Products to
human readable form or to gain access to trade secrets and or confidential
information in the Products; or
8.2.3
reproduce, deactivate, modify or bypass the security devices, including
any software or hardware key supplied with respect to use of the Products.
8.3
CONFIDENTIAL INFORMATION.
8.3.1
"Confidential Information" shall mean any information, in whatever form,
received by one party hereto (the "receiving party")