(1) The software (programme and user manual) is legally protected. The copyright, patent rights, trademark rights and all other ancillary copyrights in the software, as well as all other items which JANITZA provides or makes available to the customer within the framework of the contractual negotiations and performance of the contract shall, in the relationship of the parties inter se, remain the sole property of JANITZA. Where such rights are held by third parties, JANITZA has the corresponding rights of use and exploitation.
(2) The customer shall only be entitled to process his own data himself and in his own operations and for his own purposes using the programme. All data processing equipment (e.g. hard disks and central processing units) on which the programmes are copied or transferred, either in whole or in part, either temporarily or permanently, must be located in the premises of the customer and be in his direct possession. Further contractual provisions governing use (e.g. the limitation to a number of workplaces or persons) are to be implemented in technical terms and complied with in practice. JANITZA hereby grants the customer the powers necessary for this use as a simple right of use, including the right to rectify faults. § 13 applies in respect of the period of the right of use.
(3) The customer may prepare such backup copies of the programmes as are necessary for his safe operations. The backup copies must be safely stored and, in so far as technically feasible, labelled with the copyright notice of the original data carrier. Copyright notices may not be deleted, altered or suppressed.
Copies which are no longer required must be deleted or destroyed. The user manual and other documents provided by JANITZA may only be copied for internal business purposes.
(4) The customer shall only be entitled to pass on the software or parts thereof to third parties in accordance with the following provisions and after carrying out the following procedures:
- a) Only an original data carrier (see § 3 (5)) may be passed on. Other software or software in another version may not be passed on.
- b) The customer must delete all other copies of the software (irrespective of the version), in particular on data carriers and on solid state memories or random access memories (RAM). He shall relinquish the use of the same. He undertakes to carry out these procedures prior to passing on the original data carrier to third parties and to confirm this to JANITZA in writing without delay.
- c) The transfer to third parties is permanent, that is to say without any claim for return or any option of repurchase.
- d) The third party must give a written declaration to JANITZA that it will comply with § 4, § 13 (2) and (3), § 14 and § 16 of these Standard Terms and Conditions of Contract directly vis-à-vis JANITZA.
- e) The written consent of JANITZA has been received. JANITZA shall be obliged to grant consent unless compelling reasons preclude the same (e.g. protection from competition).
In the case of any breach of these provisions by the customer, he shall be liable to pay JANITZA a contractual penalty equivalent to the amount that the third party would have to have paid for the software in accordance with the current price list of JANITZA, but at least the amount of the purchase price agreed hereunder. Further-reaching claims by JANITZA are reserved.
5) The provisions under paras. (2), (3) and (4) (d) and (e) also apply where the customer rectifies a fault or (in so far as admissible) carries out any other modification of the programmes or uses the software for training purposes.
(6) The customer may only decompile the interface information of the programmes within the limits defined by § 69e German Copyright Act [Urheberrechtsgesetz] (UrhG), and then only after informing JANITZA in writing of his intent together with a request for the necessary information to be provided within a period of at least two weeks. § 14 shall apply to all knowledge and information which the customer may obtain in relation to the software during the decompiling process. Each time before involving third parties, the customer shall provide JANITZA with a written declaration from the third party that the latter undertakes directly vis-à-vis JANITZA to comply with the provisions laid down in §§ 4 and 14.
(7) No other forms of exploitation, in particular the leasing, rental or distribution in tangible or intangible form, the use of the software by and for third parties (e.g. outsourcing, computer centre operations, application service providing) are permitted without the prior written consent of JANITZA.
(8) Objects of the contract, documents, suggestions, test programmes etc. from JANITZA which become available to the customer either before or following the conclusion of the contract are deemed to be intellectual property and business and company secrets of JANITZA. They may not be used in any manner without the written permission of JANITZA and must be kept confidential in accordance with § 14.
