AN AGREEMENT dated the ____ day of __________ 1999

BETWEEN:

(1) THE UNIVERSITY OF SURREY a not-for-profit organisation having a principal place of business at Guildford, Surrey GU2 5XH ("the University")  

and

(2) The Licensee whose name and registered office or place of business appear in the Schedule to this Agreement ("the Licensee")

AGREEMENT

 1. DEFINITIONS

In this Agreement the following expressions have the following meanings:

  1. "the Equipment"means the Licensee's computer(s) in respect of which the Licence is granted, specified in the Schedule, and running under the operating system specified in the Schedule;
  2. "the Licence"means the Licence granted by the University in Article 2 below;
  3. "the Licensed Programs"means the computer programs specified in the Schedule;
  4. "the Documentation"means the documentation which the University may make available to the Licensee in connection with the Licensed Programs;
  5. "Subsidiaries"means those entities in which the Licensee now or hereafter, directly or indirectly owns or controls fifty percent (50%) or more of the voting stock, but only for so long as ownership or control exists;
  6. "Schedule"means the Schedule Annex 1 which is incorporated into this Licence.

2. LICENCE

  1. The University will grant to the Licensee a non-exclusive Licence, under its copyrights and all other intellectual property rights, to use, have used for the Licensee's own business/educational purposes the Licensed Programs.
  2. The Licensee will not allow any third party to use the Licensed Programs or the Documentation and the Licensee may not use them on behalf of, or for the benefit of, any third party in any way without prior written consent of the University unless the third party is a Subsidiary of the Licensee.
  3. The Licensee, and any Subsidiaries, may not transfer the Licensed Programs, the Documentation, or the Licence, or any rights of the Licensee under this Agreement, to any third party without the prior written consent of the University.
  4. The Licensee will ensure that all copies of the Licensed Programs have been deleted from the Equipment before the Licensee disposes of the Equipment.
  5. The Licence does not extend to any programs or materials except the Licensed Programs and the Documentation.
  6. The Licensee acknowledges that it is licensed to use the Licensed Programs only in accordance with the express terms of this Agreement and not further, or in any other way.
  7. The Licence will begin on the delivery of the Licensed Programs to the Licensee and will continue in effect in perpetuity or until terminated earlier in accordance with Article 10 below.

3. PAYMENT

  1. The Licensee will pay the Licence Fee specified in the Schedule on signature of this Agreement. This Licence Fee is non-refundable unless the Licence is terminated by the University under the terms of Article 12.2.
  2. The Licence Fee and any additional charges payable to the University are exclusive of Value Added Tax or similar tax which will be paid by the Licensee at the rate and in the manner from time to time prescribed by law.
  3. All charges payable by the Licensee under this Agreement will be paid, without deduction or set off before the Licensed Programs are dispatched to the Licensee.

4. THE EQUIPMENT AND LOCATION

  1. The Licensee is responsible for ensuring that the Equipment is installed and is fully operational.
  2. The Licensee is responsible for ensuring that the Equipment is as specified within the Schedule.
  3. The rights given by this Licence are for the use of the Licensed Programs for educational/business purposes solely on the Equipment at the Location given in the Schedule.
  4. The Licensee is free to install or re-install the Licensed Programs on only one piece of Equipment for the duration of this Licence.

5. WARRANTIES

  1. The University will have no liability or obligations except to replace the Licensed Programs at no expense to the Licensee. If the University fails to do so within 60 days after receipt of written notification from the Licensee, the Licensee may terminate this Agreement within the following 14 days by giving The University notice to that effect and returning the Licensed Programs and the Documentation to the University. The foregoing states the entire liability of the University, whether in contract or tort, for defects and errors in the Licensed Programs.
  2. The warranty in Article 5.1 above is subject to the Licensee complying with its obligations under this Agreement, to no alterations having been made to the Licensed Programs by anyone except the University, and to the Licensee, when notifying a defect or error to The University, providing The University with a documented example of that defect or error.
  3. The Licensee acknowledges that the Licensed Programs have not been prepared to meet the Licensee's individual requirements and that it is, therefore, the responsibility of the Licensee to ensure that the facilities and functions described in the Documentation meet its requirements.
  4. THE EXPRESS TERMS OF THIS AGREEMENT ARE IN LIEU OF ALL WARRANTIES, CONDITIONS, TERMS, UNDERTAKINGS AND OBLIGATIONS IMPLIED BY STATUTE, COMMON LAW, CUSTOM, TRADE USAGE, COURSE OF DEALING OR OTHERWISE INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES AS TO QUALITY OR FITNESS FOR PURPOSE, ALL OF WHICH ARE EXCLUDED FROM THIS AGREEMENT TO THE FULLEST EXTENT PERMITTED BY LAW.
  5. The University makes no representation and gives no warranty that the Licensed Programs will be free from error or that their use will be uninterrupted. The Licensee acknowledges that the Licensed Programs cannot be tested in advance in every possible operating combination and environment and it is not possible to produce software known to be error free in all circumstances.

6. PROPRIETARY RIGHTS

  1. The copyright and all other intellectual property rights in the Licensed Programs and in the Documentation, as between the University and the Licensee, are and will remain the property of the University. The University reserves the right to assign these rights or to grant licences to use the Licensed Programs and the Documentation to third parties. The Licensee acquires no rights in the Licensed Programs or in the Documentation, except the Licence.
  2. The Licensee will notify the University immediately if the Licensee becomes aware of any unauthorised use of the Licensed Programs or of the Documentation by any person.
  3. The Licensee will permit the University to check the use of the Licensed Programs and the Documentation by the Licensee at all reasonable times and, for that purpose, the University is entitled to enter any of the Licensee's premises (and so that the Licensee irrevocably licenses the University, its employees and agents to enter any of those premises for that purpose).

7. MAINTENANCE

  1. The University will not provide any support, or assistance with maintenance in respect of the Licensed Programs unless explicitly stated in the Agreement.

8. CONFIDENTIALITY OF THE LICENSED PROGRAMS

  1. The Licensee will treat as confidential and keep secret all information contained or embodied in the Licensed Programs or any associated Documentation and all information conveyed to the Licensee by training or otherwise ("the Information").
  2. The Licensee will not, without first obtaining the written consent of the University, divulge any part of the Information to any person except to the Licensee's own employees, agents or students and then only to those of the Licensee's employees, agents or students who need to know it in order to use the Licensed Programs in accordance with this Agreement.
  3. The Licensee undertakes to ensure that its employees, agents and students are made aware, before the disclosure of any of the Information, that it is confidential and that they owe a duty of confidence to the University. The Licensee will indemnify the University against any and all loss and damage which the University may sustain or incur as a result of the Licensee or any person to whom the Licensee divulges any of the Information failing to comply with the undertakings in this Article 8.
  4. The Licensee will promptly notify the University if the Licensee becomes aware of any breach of confidence by any person to whom the Licensee divulges any of the Information and will give the University all reasonable assistance in connection with any proceedings which the University may institute against that person for breach of confidence.
  5. The foregoing obligations of this Article 8 will remain in full force and effect and continue indefinitely, even if the Licence or this Agreement is terminated.

9. COPYING AND AMENDMENTS

  1. The Licensee may make only as many copies of the Licensed Programs as are reasonably necessary for back-up purposes and use of the Licensed Programs in accordance with this Agreement. Those copies, and the media on which they are stored, will be the property of the University and the Licensee will ensure that all copies of the Licensed Programs and/or the Documentation bear the proprietary and other notices contained in or on the original copy of the Licensed Programs supplied to the Licensee. The terms and conditions of this Agreement will apply to all copies as it applies to the Licensed Programs.
  2. The Licensee acknowledges that it will have no reason to decompile or reverse engineer the Licensed Programs for any purpose and the Licensee undertakes not to do so.

10. SECURITY AND CONTROL

The Licensee will:

  1. effect and maintain adequate security measures to safeguard the Licensed Programs and the Documentation from access or use by any unauthorised person;
  2. retain the Licensed Programs and the Documentation and all copies of either or both under the Licensee's effective control.

The provisions of Article 10.1 will remain in full force and effect and continue indefinitely even if the Licence or this Agreement is terminated.

12. TERMINATION

  1. This Agreement shall become effective on the date given above and continue in effect in perpetuity unless otherwise earlier terminated in accordance with this Article 12.
  2. Either party may terminate this Agreement if written notice of at least one month has been given to the other party of either a desire to terminate or a substantial or persistent breach which cannot or will not be remedied by the other party. If the University gives notice of termination, where the Licensee is not in breach, within one year from the start of the Licence then the Licence Fee will be refundable.
  3. Immediately on the termination of the Licence, the Licensee will cease to use the Licensed Programs and will return to the University the Licensed Programs, the Documentation, all copies of the Licensed Programs and of the Documentation (or, if requested by the University, the Licensee will delete the Licensed Programs and the Documentation from the Equipment and the magnetic media on which they are stored and will certify in writing to the University that they have been deleted).
  4. Any termination of the Licence (however it happens) will not affect any accrued rights or liabilities of either party, nor will it affect the coming into force, or the continuing in force of any provision of this Agreement which is expressly, or by implication, intended to come into or to continue in force on or after termination.

13. LICENSEE'S WARRANTY

The Licensee warrants to the University that the Licensee has not been induced to enter into this Agreement by any prior representations, whether oral or in writing or in any other form, except as specifically contained in this Agreement and (except in the case of fraudulent misrepresentations) the Licensee waives any claim for breach of any representation or any misrepresentation which is not specifically contained in this Agreement.

14. WAIVER OF REMEDIES

No forbearance, delay or indulgence by either the University or the Licensee in enforcing the provisions of this Agreement will prejudice or restrict its rights, and no waiver of any right will operate as a waiver of any subsequent breach. No right, power or remedy conferred in this Agreement on, or reserved to, either the University or the Licensee is exclusive of any other right, power or remedy available to it and each of those rights, powers and remedies is cumulative.

15. ENTIRE AGREEMENT

This Agreement supersedes all earlier agreements, arrangements and understandings between the University and the Licensee relating to the Licensed Programs. It constitutes the entire Agreement between them in respect of its subject matter. No addition to, or modification of, any provision of this Agreement will be binding on the University or on the Licensee unless it is made by a written instrument signed by a duly authorised representative of each of them.

16. NOTICES

All notices to be given under this Agreement must be in writing and sent to the address or fax number of the intended recipient set out in the Schedule to this Agreement or to any other address or fax number in England which the intended recipient may designate by notice given in accordance with this Article. Any notice may be delivered personally or sent by first class pre-paid letter or by fax, and it will be deemed to have been served: if by hand, when delivered; if by first class post, 48 hours after posting; and if by fax when despatched provided the sender's fax machine produces automatic receipt of error free transmission to the intended recipient's fax number.

17. HEADINGS

The headings to the Articles of this Agreement are for ease of reference only and do not affect the interpretation or construction of this Agreement.

18. LAW

This Agreement is governed by and to be construed in accordance with the laws of England and Wales and the Licensee will submit to the jurisdiction of the English Courts or, at the University's discretion, to the courts of any other jurisdiction.

Signed for and on behalf of the University by its duly authorised representative:

 

 

_______________________________________

 

Signed for and on behalf of the Licensee by its duly authorised representative:

 

 

_______________________________________

 

ANNEX 1

THE SCHEDULE

  1. The Licensee:

    2. (i)

    Name:

    		  

    (ii)

    Registered Office/

     

     

     

     
     

    Place of Business:

     

     

     

     

     

    (iii)

    Address for service:

    In England if address given above is outside England and Wales

    		  

    (iv)

    Fax Number:

    		  

    (v)

    Email Address

    		  

  2. The Equipment:

    3. (i)

    Recommended Hardware:

    Minimum Pentium 166MHz processor, 10MB disk space, 32MB RAM

    (ii)

    Operating System:

    Windows 95/98/NT4.0/2000/XP

    This Licence permits the Licensee to load and run the Licensed Programs on one piece of Equipment which is located at the address given in part A of this Schedule ONLY.

  3. The Licensed Programs: System Quirk Text and Terminology Management System

  4. The University's address and fax number for the purposes of Article 16:

    5. Miss S Cull
    ORSUE
    University of Surrey
    Guildford
    Surrey
    GU2 5XH

    Tel: 01483 259361

    Fax: 01483 259520

  5. The Licence Fee is:

    6. Academic Institutions

    £109

    Commercial Organisations

    £219

    Please tick relevant


  6. The Licence Period begins from the date of delivery of the Licensed Programs and at the Licensees'address given above and lasts in perpetuity.
    7.