Sample License
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THIS AGREEMENT is made on 201[..] BETWEEN
1. Pro:Atria Limited ("Licensor"), having a principal place of business at
The Old Exchange, South Cadbury, YEOVIL, BA22 7ET (registered number
4213930) a company incorporated in England and Wales ("Licensor"); and
2. [.......] (registered number [.....]) a company incorporated in
[England and Wales] whose [registered office]/[principal place of business]
is at [ ] ("Licensee").
WHEREAS
The Licensor is the owner or authorised licensee of the copyright in and of
other intellectual property rights relating to the computer software and
associated documentation and has agreed to grant a temporary licence to the
Licensee in respect of the software and documentation upon the terms of
this Agreement.
IT IS AGREED AS FOLLOWS
1. DEFINITIONS AND INTERPRETATION
---------------------------------
1.1 In this Agreement, unless expressly stated to the contrary, the
following expressions shall have the following meanings:
Business Day
a day other than a Saturday or Sunday or a public holiday in England
and Wales;
Critical Control Systems
systems or machinery which control or interface with aviation,
navigation, medical, military or nuclear applications or systems, or
any applications or systems used in any situation where health, safety,
national security or other directly applicable uses (other than simply
business critical uses) would require that robust, fault tolerant
software should be used;
Documentation
the manuals supplied with the Software by the Licensor and any
amendments thereof;
Effective Date
the date of this Agreement is the date the software is the date the
software is first installed by the Licensee;
Intellectual Property Rights
all intellectual and industrial property rights, including patents,
rights in registered and unregistered trade marks (including domain
names), rights in registered and unregistered designs, utility models,
trade or business names, confidential information, know-how, database
rights, topography rights, plant breeder varieties rights, passing-off
rights, and copyright (including moral rights), performer protection
rights or other industrial, intellectual or commercial rights
(including rights in any invention, discovery or process), and
applications for registration of any of the foregoing, and the right to
apply therefore, in each case in any part of the world;
Licence Fee
there is no fee payable by the Licensee while the software is used in a
trial environment. There is a fee payable by the Licensee when the
software is used in a production environment as set out in clause 6;
Minimum Specification
the minimum specification of a computer on which the Software is
licensed to run as set out in the software documentation;
Modification
any modification made by the Licensee its employees, agents contractors
or representatives to the Software, Upgrade Patches, Upgraded Software
or Documentation, whether permitted by law or by the Licensee or
whether not so permitted;
Network
a computer network of at least the minimum specification set out in the
software documentation;
Software
the computer programs listed in the License and Documentation including
any Modifications and where relevant the Upgraded Software;
Support Fees
there is no fee payable by the Licensee while the software is used in a
trial environment. There is a fee payable by the Licensee when the
software is used in a production environment as set out in clause 5;
Support Services
Support Services are limited to reasonable email and telephone support
at Licensee discretion while the software is used in a trial
environment. Support Services when the software is used in a production
environment as set out in clause 5;
Support Period
each period in respect of which the Licensee has paid a Support Fee;
Training Services
the provision of training services set out in clause 5;
Working Day
the hours of 9am to 5pm during any day other than a Saturday, Sunday or
statutory public holiday in England;
Upgrade Patch
patches, updates, improvement or upgrades of the Software issued by the
Licensor, its agents or authorised representatives for general use by
licensees of the Software;
Upgraded Software
software to which an Upgrade Patch has been applied;
Upgrade Fee
the fee calculated in accordance with clause 6.2;
Writing
includes by cable, facsimile, transmission by electronic means, e-mail
and comparable means of communication.
1.2 References to statutes or statutory provisions shall be construed to
include references to those statutes or provisions as amended or
re-enacted (whether with or without modification) from time to time or
as their application is modified by other provisions (whether before or
after the date of this Agreement) and shall include any statute or
provision of which they are re-enactments (whether with or without
modification) and shall also include any orders, regulations,
instruments or other subordinate legislation under the relevant statute
or statutory provision.
1.3 Any document expressed to be "in the Approved Form" means in a form
approved and for the purpose of identification signed by or on behalf
of the parties to this Agreement and includes any amendments to such
document which are so agreed.
1.4 The headings in this Agreement are for ease of reference only and shall
not in any way affect its construction or interpretation.
1.5 Reference to a party to this Agreement shall include its personal
representatives, successors in title and permitted assigns.
1.6 The Schedules (if any) form part of this Agreement and shall be
construed and have the same full force and effect as if expressly set
out in the main body of this Agreement.
1.7 Unless expressly stated to the contrary in this Agreement:
1.7.1 words denoting the singular include the plural and vice versa,
words denoting any one gender include all genders and vice versa,
and references to persons include individuals, partnerships, bodies
corporate and unincorporated associations;
1.7.2 a reference to a recital, clause or Schedule is a reference to a
recital or clause of or Schedule to this Agreement and a reference
to a sub-clause is a reference to a sub-clause of the clause in
which the reference appears;
1.7.3 expressions defined in the Companies Acts 1985 and 1989 shall
have the same meanings in this Agreement;
1.7.4 the words and phrases "other", "including" and "in particular"
shall not limit the generality of any preceding words or be
construed as being limited to the same class as the preceding words
where a wider construction is possible.
2. GRANT
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In consideration of the payment by the Licensee of the Licence Fee set out
at clause 6 the Licensor grants to the Licensee a non exclusive licence
which shall continue for such period or periods as the Licensee shall pay
for the Support Services , but subject to the other terms of this Agreement
including rights of earlier termination ("Licence"):
2.1 to receive one copy of the Software on or by appropriate media;
2.2 to install and Use the Software and where relevant the Upgraded
Software on the computers and platforms all as defined and agreed in
writing;
2.3 to update the Software by using Upgrade Patches and to Use the
Updated Software under the same terms as the Software under this
Agreement;
2.4 to modify the source code for its own purposes but any such changes
will not be supported under the Support Services unless such change
has been previously notified to the Licensor and accepted by the
Licensor, at Licensor's sole discretion, to be a supported change on a
reasonable best efforts basis. Licensor may, at its sole discretion,
incorporate any accepted changes within the Software and offer the
change as an Upgrade Patch which will be fully supported under the
Support Services. The Licensee will gain no rights over the Software
or be paid any fee in respect of such changes.
2.5 to make and maintain for the duration of the Licence granted in
this clause further back-up copies of the Software for installation,
disaster recovery or archiving purposes;
3. USE
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3.1 For the purposes of clause 2 above "Use" shall be restricted to use of
the Software in object code form by copying, transmitting, or loading
the same into the temporary memory (RAM) from the hard drive or
analogous storage device of the computer upon which the Software has
been installed for the execution of the Software, for the normal
business purposes of the Licensee under the terms of this Agreement.
3.2 The Licensee shall not and is not in any way licensed to:
3.2.1 use the Software in Critical Control Systems or in such a way
that any Critical Control Systems are reliant in any way on the
Software;
3.2.2 use or copy the Software other than as permitted by this Licence;
3.2.3 use the software on any computer, system or network which permits
use of or access to the Software other than in accordance with
the license;
3.2.4 offer use of or access to the Software as part of a bureau or
application provider service except as agreed in writing with the
Licensor; or
3.2.5 use, sell assign, rent, sub-licence, loan, mortgage, charge or
otherwise deal with the Software or its accompanying documentation,
whether in written form or otherwise, or in any interest in them or
under this Agreement except as expressly provided in this
Agreement;
4. Term
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This Agreement shall become effective on the Effective Date and shall
continue in force for the term of this Agreement subject to prior
termination under its terms.
5. SUPPORT SERVICES AND TRAINING SERVICES
-----------------------------------------
5.1. In return for payment of the Support Fees the Licensor shall provide
the Support Services during the Working Day for each Support Period set out
below.
5.2. Support Services shall comprise
5.2.1 Upgrade Patches
5.2.2 Information and advice by telephone, post or email during a
working day on Upgrade Patches;
5.2.3 Information and advice by telephone, post or email during a
working day on the diagnosis and correction of faults within the
Software and the issue of Upgrade Patches in respect of such
faults, if such patches are deemed necessary in the absolute
discretion of the Licensor.
5.3 Support Services shall not include:
5.3.1 diagnosis and rectification of any fault in the Software
in the context of:
5.3.1 the improper use, operation or neglect of either the Software
or the computer or network equipment upon which the Software is
used;
5.3.2 the modification of or merger of the Software with any other
oftware or systems except as accepted by the Licensor;
5.3.3 use of the Software on equipment with a specification less than
the Minimum Specification;
5.3.4 failure by the Licensee to implement recommendations, solutions
or Upgrade Patches supplied by the Licensor in respect of faults
previously advised to the Licensor;
5.3.5 any repair, modification or alteration of the Software by any
person other than the Licensee or its authorised agent or
subcontractor except as accepted in 2.4;
5.3.6 any breach by the Licensee of any obligations under any
maintenance agreement in respect of any computer or network
equipment upon which the Software is used;
5.3.7 the failure by the Licensee to install and use any Upgrade Patch
within 12 months of receipt of the same where such changes are
not critical to the operation of the Software;
5.3.8 the failure by the Licensee to install and use any Upgrade Patch
within 30 days of receipt of the same where such change is
critical due to changes to operating or other systems outside of
the control of the licensor; or
5.3.9 use of the Software outside the terms of the Licence.
5.4 The Support Fees for each year of the License shall be set at 20% of
the initial License fees each year shall not increase beyond 5% of the
previous years Support Fees.
5.5 The Licensor may terminate its obligation to provide the Support
Services and the obligation for the Licensee to pay the Support Fees by
giving 60 days notice to the Licensee or if Support Fees remain unpaid
for 60 days after receipt of the invoice by the Licensee.
5.6 The Licensee may terminate its obligation to pay the Support Fees and
the obligation of the Licensor to provide the Support Services by
giving to the Licensor not less than 60 days written notice, such
notice to expire on the next anniversary of this Agreement. The
Licensee will terminate its usage of the Software upon the termination
of contracted Support Services.
5.7 The Licensee shall be entitled to levy reasonable additional charges
("Additional Charges") in the manner set out in clause 5.8 below if:
5.7.1 Support Services are provided in circumstances where any
reasonably skilled and competent data processing operator would
have judged the request of such support services to have been
unnecessary;
5.7.2 Support Services are requested and provided beyond the scope of
the Support Services.
5.7.3 The Licensor will notify the Licensee in advance or as soon as
reasonably practical if it intends to levy such a charge.
5.8 Additional Charges shall be levied by the Licensor in arrears, and
shall be payable by the Licensee (together with VAT if appropriate) and
any disbursements within 30 days of receipt of a relevant invoice.
6. Payment
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6.1 The Licence Fee for a perpetual License is payable within 30 days of
receipt of invoice unless otherwise agreed in writing by the Licensor.
6.2 The Support Fees are payable within 30 days of receipt of invoice
unless otherwise agreed in writing by the Licensor.
Licensee agrees to be responsible for and to pay any applicable sales,
personal property, use, VAT, excise tax, withholding or any other taxes
that may be imposed, based on the use of the Software. Licensee agrees
to make direct payments of such taxes or, where applicable, reimburse
Licensor for payments it makes on behalf of Licensee.
7. BACK-UP
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7.1 The Licensee acknowledges that it is the responsibility of the Licensee
and good practice to perform a regular back-up of all data stored on
the Licensee's systems.
7.2 The Licensee undertakes, before installing the Software and before
applying an Upgrade Patch, to perform a back up of all and any data
stored on any system upon which it is the intention of the Licensee to
install the Software.
8. WARRANTY
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8.1 The Licensor warrants that, for a period of 90 days from the effective
date ("Warranty Period"):
8.1.1 the media on which the Software is recorded will under normal
use, be free from defects in materials or workmanship. If such
media fails to conform to this warranty the Licensor may as it's
sole and exclusive remedy, obtain a replacement free of charge if
notice of such failure is sent to the Licensor within the Warranty
Period;
8.1.2 the Software will materially conform to the documentation that
accompanies it. If the Software fails to operate in accordance
with this warranty then the Licensor may as it's sole and exclusive
remedy. obtain a full refund of the Licence Fee if notice of such
failure is sent to the Licensor within the Warranty Period.
8.2 The warranties given in this clause 8 shall not apply if:
8.2.1 the Software is not used in accordance with the Documentation or
used on equipment with a specification less than the Minimum
Specification;
8.2.2 a defect has been caused by the malfunctioning of any of the
Licensee's equipment;
8.2.3 any other cause within the control of the Licensee causes the
Software to be damaged or to malfunction; or
8.2.4 the Licensee has made modifications beyond those permitted by law
and not expressly authorised by the Licensor.
8.3 The warranties given in this clause 8 shall apply, where relevant, to
Upgrade Patches and Upgraded Software.
8.4 The warranties in this clause 8 are the only warranties given by the
Licensor in respect of the Software and in particular:
8.4.1 the Licensor does not warrant that the Software will be free from
errors and the Licensee acknowledges that the existence of such
errors shall not constitute a breach of this Licence;
8.4.2 although the Licensor has made reasonable efforts to check for
the most commonly known viruses it does not warrant that the
Software shall be free from all computer viruses and the Licensee
acknowledges that it shall be responsible for scanning the Software
for viruses before installing the Software on its designated
equipment;
8.4.3 no employee, agent or representative of the Licensor has
authority to bind the Licensor to any oral representations or
warranties concerning the Software;
8.4.4 any written representation or warranty not expressly contained in
this Agreement will not be enforceable; and
8.4.5 the warranties given in this clause 8 are in lieu of all other
warranties. All implied warranties, including but not limited to
those of merchantability, quiet enjoyment, fitness for purpose or
non-infringement of intellectual property rights are hereby
disclaimed.
9. LICENSOR's LIABILITY
-----------------------
9.1 The Licensee acknowledges that under the terms of this Agreement it is
not licensed to use the Software in connection with any Critical
Control Systems. Accordingly no liability can ever arise on the part
of the Licensor to the Licensee in respect of any damage or loss caused
to the Licensee in respect of use of the Software by the Licensee or
otherwise in connection with Critical Control Systems whether caused by
the acts, omissions, negligence of the Licensor or otherwise.
9.2 The Licensor shall not be liable to the Licensee for any loss or damage
whether caused by the negligence of the Licensor or otherwise and
arising directly or indirectly in connection with this Agreement, the
Software, its use or otherwise, except to the extent to which it is
unlawful to exclude such liability under the applicable law.
9.3 Notwithstanding the generality of clause 9.2 above, the Licensor
expressly excludes liability for:
9.3.1 any indirect, special or consequential loss or damage; or
9.3.2 any loss of profit, loss of data, loss of business, loss of
contract or loss of chance of obtaining contracts, loss of revenue,
damage to goodwill or loss of anticipated savings arising directly
or indirectly;
whether the possibility of such damage or loss was foreseeable or
communicated to the Licensor or not and whether caused by the negligence,
acts omissions or otherwise of the Licensor in connection with this
Agreement, the Software, its use or otherwise.
9.4 Notwithstanding any term to the contrary in this Agreement the Licensor
does not exclude its liability for fraud, personal injury or death
resulting from the negligence of the Licensor or of any person who is
acting within the ambit of his or her authority and for whom the
Licensor is found to be responsible.
9.5 The Licensor's total liability under this Agreement (except in respect
of those matters falling within clause 9.3 shall not exceed the Licence
Fee paid by the Licensee .The Licensee acknowledges that the License
Fee and Support Fees are not sufficient for the Licensor to accept a
higher level of liability for Licensee's loss. The Licensee agrees that
it may insure for loss at its own cost if it requires further cover.
9.6 This License is not a sale of goods and any goods provided ancillary to
the Licence will continue to remain the property of the Licensor.
9.7 If any terms of this clause 9 are, become or are found to be
ineffective, illegal, invalid or unenforceable, the remainder of the
clause shall survive unaffected.
10. COPYRIGHT PATENTS TRADE MARKS and other intellectual property rights
------------------------------------------------------------------------
10.1 The Licensee acknowledges that any and all Intellectual Property
Rights subsisting in or used in connection with the Software, the
Documentation, the Upgrade Patches, the Upgraded Software or the
Training or Support Services are and shall remain the sole property of
the Licensor except open source software. The Licensee shall not
during or at any time after the expiry or termination of this Licence
in any way question or dispute the ownership by the Licensor of such
Intellectual Property Rights.
10.2 The Licensee and Licensor acknowledge that portions of the software
contain open source elements and neither Licensee or Licensor claim any
rights or ownership of the open source elements. This product includes
software developed by the OpenSSL Project for use in the OpenSSL
Toolkit. (http://www.openssl.org/).
10.3 The Licensee acknowledges that all and any Intellectual Property
Rights in any Modifications shall be the sole property of the Licensor
including modifications made under 2.4.
10.4 The Licensee shall notify the Licensor immediately if the Licensee
becomes aware of any Modifications or the unauthorised use of the whole
or any part of the Software, the Documentation, the Upgraded Software
or any Upgrade Patches.
11. INDEMNITY IN RESPECT OF INTELLECTUAL PROPERTY
-------------------------------------------------
11.1 Subject to clause 11.2 The Licensor shall indemnify the Licensee
against any claim that the Use or possession of the Software,
Upgraded Software or Documentation infringes the rights of any
third party "(IP Claim").
11.2 The indemnity granted by the Licensor in clause 11.1 shall only apply
if:
11.2.1 the Licensor is notified of and given complete and immediate
control of any IP Claim within 5 working days of such a claim being
received by or notified to the Licensee;
11.2.2 the actions of the Licensee have not prejudiced or do not at any
time prejudice the Licensor's defence of such a claim; and
11.2.3 the claim does not arise in connection with the Licensee in the
context of its Use of the Software, Upgrade Patches, Upgraded
Software or Documentation in combination with any equipment with a
specification lower than the Minimum Specification or programs not
supplied or approved by the Licensor.
11.3 The Licensor shall have the right to replace or change all or any part
of the Software, Upgraded Software or Documentation and to license
third party software to the Licensee in each case in order to avoid or
mitigate any infringement.
11.4 The contents of this clause 11 state the entire liability of the
Licensor to the Licensee in respect of the infringement of the
Intellectual Property Rights of any third party.
12. CONFIDENTIALITY
-------------------
12.1 All information, data, drawings, specifications, documentation,
software listings, source or object code which the Licensor may have
imparted and may impart from time to time to the Licensee relating to
or consulting all or part of the Software, Upgraded Software, Upgrade
Patches or Documentation is proprietary and confidential except those
elements which are open source ("Confidential Information").
12.2 The Licensee agrees that it shall not itself or through any
subsidiary, agent or third party at any time disclose any Confidential
Information, whether indirectly or directly to any third party without
the Licensor's prior written consent.
12.3 The Licensee further agrees that it shall not itself or through any
subsidiary, agent or third party modify, vary, enhance, copy, sell,
lease, licence, sub-licence or otherwise deal with the Software,
Upgraded Software, Upgrade Patches or Documentation or any part or
parts thereof or have any software or other program written or
developed for it based on any Confidential Information supplied to it
by the Licensor except as provided in 2.4.
12.4 Licensee agrees that Licensor may use Licensee's name and logo to
identify Licensee as a customer of Licensor on Licensor's website, and
as a part of a general list of Licensor's customers for use and
reference in Licensor's corporate, promotional and marketing
literature. Additionally, Licensee agrees that Licensor may issue a
press release and/or case study identifying Licensee as a Licensor
customer and describing Licensee's intended utilization and the
benefits that Licensee expects to receive from use of Licensor's
services. The content of any press release and/or case study
identifying Licensee as a customer of Licensor's will be subject to
Licensee's prior approval which will not be unreasonably withheld.
12.5 The foregoing provisions shall not prevent the disclosure or use by
the Licensee of any information which through no fault of the Licensee,
becomes public knowledge or to the extent permitted by law.
13. TIME OF THE ESSENCE
-----------------------
Time shall not be of the essence of this Agreement, both as regards times,
dates and periods specified in this Agreement and as to any times, dates or
periods that may, by agreement in writing between the parties, be
substituted for any of them.
14. SET-OFF
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All amounts due under this Agreement shall be paid in full without any
set-off, abatement, cross claim, deduction or withholding of any kind other
than as required by law.
15. TERMINATION
---------------
15.1. In addition to any other provisions for termination set out in this
Agreement, the Licensor may by notice in writing to the Licensee terminate
this Agreement:
15.1.1 if the Licensee is in breach of any term, condition or provision
of this Agreement or required by the applicable law and fails to
remedy such breach (if capable of remedy) within 30 days of having
received written notice of such breach from the Licensor; or
15.1.2 if the Licensee has any corporate action, application, order,
proceeding or appointment or other step taken or made by or in
respect of it for any composition or arrangement with creditors
generally, winding-up other than for the purpose of a bona fide
scheme of solvent reconstruction or amalgamation, dissolution,
administration, receivership (administrative or otherwise) or
bankruptcy, or if the Licensee is unable to pay its debts as they
fall due, or if the Licensee ceases to trade or if a distress,
execution or other legal process is levied against any of its
assets which is not discharged or paid out in full within three
Business Days or if any event analogous to any of the foregoing
shall occur in any jurisdiction in which the Licensee is
incorporated, resident or carries on business; or
15.1.3 immediately if the Licensee is in breach of any of clauses 3, 6,
10, 12 or 17. The Licensee acknowledges that immediate termination
and the right to injunctive relief may be the only adequate form of
remedy in the case of such breaches of this Agreement.
15.2 Any termination of this Agreement howsoever caused shall not affect:
15.2.1 any right or liabilities which have accrued prior to the time of
termination;
15.2.2 the continuance in force of any provision hereof which expressly
or by implication is intended to come into or continue in force
after termination including without limitation clauses 8, 9, 10,
12, 18 and 25.
16. REMEDIES NOT EXCLUSIVE/CUMULATIVE REMEDIES
----------------------------------------------
Save as expressly provided in this Agreement, the rights and remedies
provided by this Agreement are cumulative and (subject as otherwise
provided in this Agreement) are not exclusive of any right or remedy
provided by law. No exercise by a party of any one right or remedy shall
(save unless expressly provided otherwise) operate so as to hinder or
prevent the exercise by it of any other right or remedy.
17. ASSIGNMENT/SUB CONTRACTING/CHANGE OF CONTROL
------------------------------------------------
17.1 The Licensor may at any time assign, transfer, charge or deal in any
other manner with any of its rights hereunder, or subcontract any or
all of its obligations hereunder.
17.2 The Licensee may not assign, transfer, charge, hold on trust for
another or deal in any other manner with any of it's rights or
obligations hereunder, nor purport to do so, nor subcontract any or all
of it's obligations hereunder without the prior written consent of the
Licensor, unless expressly allowed under this Agreement.
17.3 The Licensee may at any time assign or transfer in any other manner
with any of its rights hereunder, or subcontract any or all of its
obligations hereunder in respect of a reorganisation or change in
outsource arrangements, with the prior written consent of the Licensor,
such consent not to be unreasonably withheld.
18. ENTIRE AGREEMENT CLAUSE
---------------------------
18.1 This Agreement constitute[s] the entire agreement and understanding of
the parties and supersedes any previous agreement or understanding
between the parties with respect to all matters referred to in it.
18.2 Each of the parties acknowledges and agrees that in entering into this
Agreement it does not rely on, and shall have no remedy in respect of,
any statement, representation, warranty or understanding (whether
negligently or innocently made) of any person (whether party to this
Agreement or not) other than as expressly set out in this Agreement.
18.3 The only remedy available to any party for breach of any statement,
representation or warranty in this Agreement shall be for breach of
contract under the terms of this Agreement.
18.4 Nothing in this clause 18 shall, however, operate to limit or exclude
any liability for fraud or fraudulent misrepresentation.
19. WAIVER
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Any failure to exercise or delay by a party in exercising a right or remedy
arising in connection with this Agreement or by law shall not constitute a
waiver of such right or remedy or of any other rights or remedies. No
waiver shall be effective unless in writing and signed by the relevant
party or on his behalf by a duly authorised representative. A waiver of a
right or remedy on one occasion shall not constitute a waiver of the same
right or remedy in the future.
20. INVALIDITY/SEVERANCE
------------------------
If the whole or any part of any clause(s) of this Agreement is invalid or
unenforceable the parties agree to attempt to substitute for any invalid or
unenforceable provision a valid and enforceable provision which achieves to
the greatest extent possible the economic, legal and commercial objectives
of the invalid or unenforceable provision. Any such invalidity or
enforceability shall not affect the validity or enforceability of any other
provision.
21. RELATIONSHIP OF THE PARTIES
-------------------------------
22.1 Nothing in this Agreement shall be:
22.1.1 deemed to constitute a partnership, joint venture,
representative or agency relationship between the parties hereto;
or
22.2.2 construed or have effect as constituting any relationship of
employer and employee between the parties.
22.2 Neither party shall have the authority to bind or pledge the credit
of, or oblige, the other in any way without obtaining the other's prior
written consent.
23. NOTICES
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Any notice to be given pursuant to this Agreement shall be in writing and
may either be delivered personally or sent by first class prepaid post or
facsimile transmission to the address of the recipient set out in this
Agreement or such other address as the recipient may designate by notice
given pursuant to this clause. Each such notice shall be deemed to have
been served, if by personal delivery, when delivered, if by post, 48 hours
after posting, and, if facsimile transmission, when despatched to a current
facsimile number of the recipient.
24. DISPUTES, GOVERNING LAW AND JURISDICTION
--------------------------------------------
24.1 Disputes relating to Intellectual Property
The Licensee recognises that the Licensor's business relies upon the
protection of the intellectual property rights and other proprietary
information and trade secrets of the Licensor or its Licensors ("IPR")
and that, in the event of an infringement or threatened infringement of
IPR, Licensor will be caused irreparable damage and will therefore be
entitled to injunctive or other equitable relief in order to prevent a
breach or threatened breach of IPR.
24.2 The parties irrevocably submit to the non-exclusive jurisdiction of
the English Courts for the purposes of hearing and determining disputes
arising out of this Agreement.
24.3 This Agreement and all matters arising from it and any dispute
resolutions referred to above shall be construed in accordance with
English law, notwithstanding the conflict of law and other mandatory
legal provisions.
25. COUNTERPARTS
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This Agreement may be executed in two counterparts, each of which when
executed by one of the parties hereto shall constitute an original but both
of which, when dated with the same date, shall constitute one and the same
agreement.
26. RIGHTS OF THIRD PARTIES
---------------------------
No provision of this Agreement shall be enforceable pursuant to the
Contracts (Rights of Third Parties) Act 1999 by any person who is not a
party to it.