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FoCul Software Licence Agreement

Applications to improve your profi

FoCu

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07.10.2019

1. Definitions.....................................................................................................................................4

2. Term..............................................................................................................................................7

3. Supply of Software.........................................................................................................................7

4. Set Up Services..............................................................................................................................7

5. Acceptance procedure...................................................................................................................8

6. Licence...........................................................................................................................................8

7. Source Code...................................................................................................................................9

8. Licence audit..................................................................................................................................9

9. Escrow.........................................................................................................................................10

10. Licensee obligations.................................................................................................................10

11. Licensee Systems.....................................................................................................................10

12. Licensee Materials...................................................................................................................10

13. No assignment of Intellectual Property Rights.........................................................................11

14. Representatives.......................................................................................................................11

15. Management...........................................................................................................................11

16. Change control........................................................................................................................11

17. Charges....................................................................................................................................12

18. Expenses..................................................................................................................................12

19. Timesheets..............................................................................................................................12

20. Payments.................................................................................................................................12

21. Confidentiality obligations.......................................................................................................13

22. Publicity...................................................................................................................................14

23. Data protection........................................................................................................................14

24. Warranties...............................................................................................................................16

25. Acknowledgements and warranty limitations.........................................................................17

26. Indemnities..............................................................................................................................17

27. Limitations and exclusions of liability......................................................................................18

28. Force Majeure Event................................................................................................................19

29. Termination.............................................................................................................................19

30. Effects of termination..............................................................................................................20

31. Non-solicitation of personnel..................................................................................................21

32. Notices.....................................................................................................................................21

33. Subcontracting.........................................................................................................................22

34. Assignment..............................................................................................................................22

35. No waivers...............................................................................................................................22

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36. Severability..............................................................................................................................23

37. Third party rights.....................................................................................................................23

38. Variation..................................................................................................................................23

39. Entire agreement.....................................................................................................................23

40. Export control..........................................................................................................................23

41. Law and jurisdiction.................................................................................................................24

42. Interpretation..........................................................................................................................24

EXECUTION..............................................................................................................................24

SCHEDULE 1 (SOFTWARE LICENCE PARTICULARS)...................................................25

SCHEDULE 2 (EULA)..............................................................................................................26

SCHEDULE 3 (FORM OF CCN).............................................................................................27

SCHEDULE 4 (FORM OF ESCROW AGREEMENT).........................................................28

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Software license agreement

DATE

[Date]

PARTIES1. [[INDIVIDUAL NAME] of [address]] OR [[COMPANY NAME], a company incorporated in

[England and Wales] (registration number [registration number]) having its registered office at [address]] OR [[PARTNERSHIP NAME], a partnership established under the laws of [England and Wales] having its principal place of business at [address]] (the "Licensor"); and

2. [[INDIVIDUAL NAME] of [address]] OR [[COMPANY NAME], a company incorporated in [England and Wales] (registration number [registration number]) having its registered office at [address]] OR [[PARTNERSHIP NAME], a partnership established under the laws of [England and Wales] having its principal place of business at [address]] (the "Licensee").

BACKGROUND1. [Explain background from the Licensor's perspective.]

2. [Explain background from the Licensee's perspective.]

3. The Licensor and the Licensee therefore wish to enter into a contract in accordance with the provisions of this Agreement.

AGREEMENT

1. Definitions1.1 In this Agreement, except to the extent expressly provided otherwise:

"Acceptance Criteria" means:

(a) the Software conforming in all material respects with the Software Specification; and

(b) the Software being free from Software Defects;

"Acceptance Period" means a period of 10 Business Days following the supply of the Software to the Licensee or the resupply of the Software to the Licensee in accordance with Clause 5, or such other period as the parties may agree in writing;

"Acceptance Tests" means a set of tests designed to establish whether the Software meets the Acceptance Criteria, providing that the exact form of the tests shall be agreed and documented by the parties acting reasonably;

"Affiliate" means an entity that Controls, is Controlled by, or is under common Control with the relevant entity;

"Agreement" means this agreement including any Schedules, and any amendments to this Agreement from time to time;

"Business Day" means any weekday other than a bank or public holiday in England;

"Business Hours" means the hours of 09:00 to 17:00 GMT/BST on a Business Day;

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"CCN" means a change control notice issued in accordance with Clause 16;

"CCN Consideration Period" means the period of 10 Business Days following the receipt by a party of the relevant CCN from the other party;

"Change" means any change to this Agreement;

"Charges" means the following amounts:

(a) the amounts specified in Part 7 of Schedule 1 (Software Licence Particulars);

(b) such amounts as may be agreed in writing by the parties from time to time; and

"Confidential Information" means the Licensor Confidential Information and the Licensee Confidential Information;

"Control" means the legal power to control (directly or indirectly) the management of an entity (and "Controlled" should be construed accordingly);

"Data Protection Laws" means all applicable laws relating to the processing of Personal Data including, while it is in force and applicable to Licensee Personal Data, the General Data Protection Regulation (Regulation (EU) 2016/679);

"Documentation" means the documentation for the Software produced by the Licensor and delivered or made available by the Licensor to the Licensee;

"Effective Date" means the date of execution of this Agreement;

"Escrow Agent" means such escrow agent of good repute as the parties may reasonably agree in writing from time to time;

"EULA" means the end user licence agreement for the Software that is set out in Schedule 2 (EULA), as it may be updated from time to time in accordance with its terms;

"Expenses" means the travel, accommodation and subsistence expenses that are reasonably necessary for, and incurred by the Licensor exclusively in connection with, the performance of the Licensor's obligations under this Agreement;

"Export Laws" means all applicable laws restricting and/or regulating:

(a) the inter-jurisdictional import, export, supply, disclosure, transfer or transmission of goods, services, software, technology, technical know-how, data and/or information; and/or

(b) the import, export, supply, disclosure, transfer or transmission of goods, services, software, technology, technical know-how, data and/or information to designated entities or persons, or to designated classes of entities or persons;

"Force Majeure Event" means an event, or a series of related events, that is outside the reasonable control of the party affected (including failures of the internet or any public telecommunications network, hacker attacks, denial of service attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks and wars);

"Intellectual Property Rights" means all intellectual property rights wherever in the world, whether registrable or unregistrable, registered or unregistered, including any application or right of application for such rights (and these "intellectual property rights" include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trade marks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs);

"Licensee Confidential Information" means:

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(a) any information disclosed by or on behalf of the Licensee to the Licensor during the Term (whether disclosed in writing, orally or otherwise) that at the time of disclosure was marked or described as "confidential" or should have been understood by the Licensor (acting reasonably) to be confidential; and

(b) the terms of this Agreement;

"Licensee Indemnity Event" has the meaning given to it in Clause 26.3;

"Licensee Materials" means all works and materials supplied by or on behalf of the Licensee to the Licensor for incorporation into or integration with the Software, or for use in connection with the Services;

"Licensee Personal Data" means any Personal Data that is processed by the Licensor on behalf of the Licensee in relation to this Agreement, but excluding personal data with respect to which the Licensor is a data controller;

"Licensee Representatives" means the person or persons identified as such in Part 8 of Schedule 1 (Software Licence Particulars), and any additional or replacement persons that may be appointed by the Licensee giving to the Licensor written notice of the appointment;

"Licensee Systems" means the computer and networking hardware and software systems of the Licensee that will or may interact with the Software;

"Licensor Confidential Information" means:

(a) any information disclosed by or on behalf of the Licensor to the Licensee during the Term (whether disclosed in writing, orally or otherwise) that at the time of disclosure:

(i) was marked or described as "confidential"; or

(ii) should have been reasonably understood by the Licensee to be confidential;

(b) the Source Code;

(c) the terms of this Agreement; and

(d) the Documentation;

"Licensor Indemnity Event" has the meaning given to it in Clause 26.1;

"Licensor Representatives" means the person or persons identified as such in Part 8 of Schedule 1 (Software Licence Particulars), and any additional or replacement persons that may be appointed by the Licensor giving to the Licensee written notice of the appointment;

"Minimum Term" means, in respect of this Agreement, the period of 12 months beginning on the Effective Date;

"Personal Data" has the meaning given to it in the Data Protection Laws applicable in the United Kingdom from time to time;

"Prerequisite Software" means third party software that is required to enable the Software to function and has been identified in the Software Specification;

"Remedy Period" means a period of 20 Business Days following the Licensee giving to the Licensor a notice that the Software has failed the Acceptance Tests, or such other period as the parties may agree in writing;

"Schedule" means any schedule attached to the main body of this Agreement;

"Services" means any services that the Licensor provides to the Licensee, or has an obligation to provide to the Licensee, under this Agreement;

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"Set Up Services" means the installation, integration and configuration of the Softwarein accordance with Part 2 of Schedule 1 (Software Licence Particulars);

"Software" means the software identified in Part 1 of Schedule 1 (Software Licence Particulars) in object code format;

"Software Defect" means a defect, error or bug in the Software having an adverse effect on the appearance, operation, functionality or performance of the Software, but excluding any defect, error or bug caused by or arising as a result of:

(a) any act or omission of the Licensee or any person authorised by the Licensee to use the Software;

(b) any use of the Software contrary to the Documentation by the Licensee or any person authorised by the Licensee to use the Software;

(c) a failure of the Licensee to perform or observe any of its obligations in this Agreement; and/or

(d) an incompatibility between the Software and any other system, network, application, program, hardware or software not specified as compatible in the Software Specification;

"Software Specification" means the specification for the Software set out in Part 1 of Schedule 1 (Software Licence Particulars) and in the Documentation, as it may be varied by the written agreement of the parties from time to time;

"Source Code" means the Software code in human-readable form or any part of the Software code in human-readable form, including code compiled to create the Software or decompiled from the Software, but excluding interpreted code comprised in the Software; and

"Term" means the term of this Agreement, commencing in accordance with Clause 2.1 and ending in accordance with Clause 2.2.

2. Term

2.1 This Agreement shall come into force upon the Effective Date.

2.2 This Agreement shall continue in force subject to termination in accordance with Clause 29 or any other provision of this Agreement.

3. Supply of Software

3.1 The Licensor shall make the Software available for download by the Licensee during the whole of the period of 10 Business Days following the Effective Date, and shall provide to the Licensee such assistance in relation to the download of the Software as the Licensee may reasonably request.

4. Set Up Services

4.1 The Licensor shall provide the Set Up Services to the Licensee.

4.2 The Licensor shall use all reasonable endeavours to ensure that the Set Up Services are provided in accordance with the timetable set out in Part 2 of Schedule 1 (Software Licence Particulars).

4.3 The Licensee acknowledges that a delay in the Licensee performing its obligations in this Agreement may result in a delay in the performance of the Set Up Services; and subject to Clause 27.1 the Licensor will not be liable to the Licensee in respect of any failure to meet the

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Set Up Services timetable to the extent that that failure arises out of a delay in the Licensee performing its obligations under this Agreement.

4.4 Subject to any written agreement of the parties to the contrary, any Intellectual Property Rights that may arise out of the performance of the Set Up Services by the Licensor shall be the exclusive property of the Licensor. If the works arising out of such performance form part of the Software, they shall be licensed to the Licensee under Clause 6.

5. Acceptance procedure

5.1 During each Acceptance Period, the Licensee shall carry out the Acceptance Tests.

5.2 The Licensor hereby grants to the Licensee a non-exclusive non-transferable non-sublicensable licence to use the Software during each Acceptance Period solely for the purpose of conducting the Acceptance Tests.

5.3 The Licensor shall provide to the Licensee at the Licensor's own cost and expense all such assistance and co-operation in relation to the carrying out of the Acceptance Tests as the Licensee may reasonably request.

5.4 Before the end of each Acceptance Period, the Licensee shall give to the Licensor a written notice specifying whether the Acceptance Tests have been passed or failed.

5.5 If the Licensee fails to give to the Licensor a written notice in accordance with Clause 5.4 or uses the Software for any purpose other than the conduct of the Acceptance Tests, then the Software shall be deemed to have passed the Acceptance Tests.

5.6 If the Licensee notifies the Licensor that the Acceptance Tests have been failed, then the Licensee must provide to the Licensor, at the same time as the giving of the notice, written details of the results of the Acceptance Tests including full details of the identified failure.

5.7 If the Licensee notifies the Licensor that the Software has failed the Acceptance Tests:

(a) if the Licensor agrees with the Licensee that the Software does not comply with the Acceptance Criteria then the Licensor must correct the issue and re-supply the Software to the Licensee before the end of the Remedy Period; or

(b) otherwise, then the parties must meet as soon as practicable and in any case before the expiry of the Remedy Period and use their best endeavours to agree whether the Software does not comply with the Acceptance Criteria, and if appropriate a plan of action reasonably satisfactory to both parties, and they must record any agreement reached in writing.

5.8 Notwithstanding the other provisions of this Clause 5, but subject to any written agreement of the parties to the contrary, the maximum number of rounds of Acceptance Tests under this Clause 5 shall be 3, and if the final round of Acceptance Tests is failed the Licensor shall be deemed to be in material breach of this Agreement.

5.9 A notification by the Licensee that the Software has passed the Acceptance Tests will not prejudice the Licensee's rights in the event of a breach of any warranty given by the Licensor to the Licensee in this Agreement in relation to the Software; nor will any deemed passing of the Acceptance Tests under this Clause 5.

6. Licence

6.1 The Licensor hereby grants to the Licensee from the date of supply of the Software to the Licensee until the end of the Term a worldwide, non-exclusive licence to:

(a) install a single instance of the Software

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(b) use a single instance of the Software in accordance with the Documentation;

(c) create, store and maintain up to 5 back-up copies of the Software; and

(d) fix, patch, improve, integrate, update and upgrade the Software, and create new versions of the Software,

subject to the limitations and prohibitions set out and referred to in this Clause 6.

6.2 The rights granted to the Licensee under Clause 6.1 must not be exercised for any purpose except the Licensee's internal business purposes.

6.3 The Licensee may not sub-license and must not purport to sub-license any rights granted under Clause 6.1 without the prior written consent of the Licensor.

6.4 The licence granted by the Licensor to the Licensee in Clause 6.1 is subject to the limitations regarding the number of installations, the identity of users and the number of concurrent users set out in Part 4 of Schedule 1 (Software Licence Particulars).

6.5 The Software may only be used by the officers and employees of the Licensee, and the officers and employees of the Licensee's agents, subcontractors, customers, clients, suppliers and service providers.

6.6 The Licensee must comply with the EULA and must ensure that all persons who use the Software with the authority of the Licensee comply with the EULA.

6.7 Save to the extent expressly permitted by this Agreement or required by applicable law on a non-excludable basis, any licence granted under this Clause 6 shall be subject to the following prohibitions:

(a) the Licensee must not sell, resell, rent, lease, loan, supply, publish, distribute or redistribute the Software;

(b) the Licensee must not alter, edit or adapt the Software; and

(c) the Licensee must not decompile, de-obfuscate or reverse engineer, or attempt to decompile, de-obfuscate or reverse engineer, the Software.

6.8 The Licensee shall be responsible for the security of copies of the Software supplied to the Licensee under this Agreement (or created from such copies) and shall use all reasonable endeavours (including all reasonable security measures) to ensure that access to such copies is restricted to persons authorised to use them under this Agreement.

6.9 The Licensee shall be responsible for obtaining, and paying any costs relating to, licences to use the Prerequisite Software.

7. Source Code

7.1 Nothing in this Agreement shall give to the Licensee or any other person any right to access or use the Source Code or constitute any licence of the Source Code (except as expressly provided by the Source Code escrow provisions set out herein).

8. Licence audit

8.1 The Licensor's appointed representative may examine the computer systems, electronic files and paper files of the Licensee at the premises of the Licensee for the purpose of ascertaining whether the Licensee is complying with the licences granted under or in relation to this Agreement. Such an examination shall be limited to those computer systems, electronic files and paper files the examination of which is reasonably necessary to achieve that purpose.

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8.2 The Licensor must give to the Licensee at least 10 Business Days' written notice of an examination under this Clause 8.

8.3 The Licensee shall provide to the Licensor all such co-operation as the Licensor may reasonably request in relation to an examination under this Clause 8.

8.4 Any examination under this Clause 8 shall be at the cost of the Licensor unless the examination demonstrates that the Licensee has breached the terms of any licence under this Agreement, in which case the Licensee shall pay to the Licensor the reasonable costs of the examination.

8.5 Not more than 1 examination under this Clause 8 may be conducted in any 12 month period.

9. Escrow

9.1 Each party shall use all reasonable endeavours to ensure that any escrow agreement is entered into as proposed, including signing the escrow agreement and using all reasonable endeavours to procure the signature of the escrow agreement by the Escrow Agent.

9.2 The escrow agreement shall be in the form specified in Schedule 4 (Form of Escrow Agreement), subject to any variations agreed by the parties and the Escrow Agent.

10.Licensee obligations

10.1 Save to the extent that the parties have agreed otherwise in writing, the Licensee must provide to the Licensor, or procure for the Licensor, such:

(a) co-operation, support and advice;

(b) information and documentation; and

(c) governmental, legal and regulatory licences, consents and permits,

as are reasonably necessary to enable the Licensor to perform its obligations under this Agreement.

10.2 The Licensee must provide to the Licensor, or procure for the Licensor, such access to the Licensee's computer hardware, software, networks and systems as may be reasonably required by the Licensor to enable the Licensor to perform its obligations under this Agreement.

11. Licensee Systems

11.1 The Licensee shall ensure that the Licensee Systems comply, and continue to comply during the Term, with the requirements of Part 5 of Schedule 1 (Software Licence Particulars) in all material respects, subject to any changes agreed in writing by the Licensor.

12.Licensee Materials

12.1 The Licensee must supply to the Licensor the Licensee Materials specified in Part 6 of Schedule 1 (Software Licence Particulars), in accordance with the timetable specified in Part 3 of Schedule 1 (Software Licence Particulars).

12.2 The Licensee hereby grants to the Licensor a non-exclusive licence to copy, reproduce, store, distribute, publish, export, adapt, edit and translate the Licensee Materials to the extent reasonably required for the performance of the Licensor's obligations and the exercise of the Licensor's rights under this Agreement, together with the right to sub-license these rights to the extent reasonably required for the performance of the Licensor's obligations and the exercise of the Licensor's rights under this Agreement.

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12.3 The Licensee warrants to the Licensor that the Licensee Materials when used by the Licensor in accordance with this Agreement will not infringe the Intellectual Property Rights or other legal rights of any person, and will not breach the provisions of any law, statute or regulation, in any jurisdiction and under any applicable law.

13.No assignment of Intellectual Property Rights

13.1 Nothing in this Agreement shall operate to assign or transfer any Intellectual Property Rights from the Licensor to the Licensee, or from the Licensee to the Licensor.

14.Representatives

14.1 The Licensor shall ensure that all instructions given by the Licensor in relation to the matters contemplated in this Agreement will be given by a Licensor Representative to a Licensee Representative, and the Licensee:

(a) may treat all such instructions as the fully authorised instructions of the Licensor; and

(b) may decline to comply with any other instructions in relation to that subject matter.

14.2 The Licensee shall ensure that all instructions given by the Licensee in relation to the matters contemplated in this Agreement will be given by a Licensee Representative to a Licensor Representative, and the Licensor:

(a) may treat all such instructions as the fully authorised instructions of the Licensee; and

(b) may decline to comply with any other instructions in relation to that subject matter.

15.Management

15.1 The parties shall hold management meetings at each party's offices, by telephone conference or using internet-based conferencing facilities:

(a) once per calendar year during the Term; and

(b) at the reasonable request of either party.

15.2 A party requesting a management meeting shall give to the other party at least 10 Business Days' written notice of the meeting.

15.3 Wherever necessary to enable the efficient conduct of business, the Licensor shall be represented at management meetings by at least 1 Licensor Representative and the Licensee shall be represented at management meetings by at least 1 Licensee Representative.

16.Change control

16.1 The provisions of this Clause 16 apply to each Change requested by a party.

16.2 Either party may request a Change at any time.

16.3 A party requesting a Change shall provide to the other party a completed CCN in the form specified in Schedule 3 (Form of CCN).

16.4 A party in receipt of a CCN may:

(a) accept the CCN, in which case that party must countersign the CCN and return it to the other party before the end of the CCN Consideration Period;

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(b) reject the CCN, in which case that party must inform the other party of this rejection before the end of the CCN Consideration Period; or

(c) issue an amended CCN to the other party before the end of the CCN Consideration Period, in which case this Clause 16 will reapply with respect to the amended CCN.

16.5 A proposed Change will not take effect until such time as a CCN recording the Change has been signed by or on behalf of each party.

17.Charges

17.1 The Licensee shall pay the Charges to the Licensor in accordance with this Agreement.

17.2 If the Charges are based in whole or part upon the time spent by the Licensor performing the Services, the Licensor must obtain the Licensee's written consent before performing Services that result in any estimate of time-based Charges given to the Licensee being exceeded or any budget for time-based Charges agreed by the parties being exceeded; and unless the Licensee agrees otherwise in writing, the Licensee shall not be liable to pay to the Licensor any Charges in respect of Services performed in breach of this Clause 17.2.

17.3 All amounts stated in or in relation to this Agreement are, unless the context requires otherwise, stated exclusive of any applicable value added taxes, which will be added to those amounts and payable by the Licensee to the Licensor.

17.4 The Provider may elect to vary any element of the Charges by giving to the Customer not less than 30 days' written notice of the variation providing that the sum of variations to the element of the charges over a 12 month period shall not exceed 5% over the annual percentage increase of the most recent variation of the “Private Sector Earnings series“ published by the UK Office for National Statistics.

18.Expenses

18.1 The Licensee shall reimburse the Licensor in respect of any Expenses, providing that the Licensor must obtain the prior written authorisation of the Licensee before incurring any Expenses exceeding such limitations as may be agreed in writing by the parties from time to time.

18.2 The Licensor must collect and collate evidence of all Expenses, and must retain such evidence during the Term and for a period of 90 days following the end of the Term.

18.3 Within 10 Business Days following receipt of a written request from the Licensee to do so, the Licensor must supply to the Licensee such copies of the evidence for the Expenses in the possession or control of the Licensor as the Licensee may specify in that written request.

19.Timesheets

19.1 The Licensor must:

(a) ensure that the personnel providing Services, the Charges for which will be based in whole or part upon the time spent in the performance of those Services, complete reasonably detailed records of their time spent providing those Services; and

(b) retain such records during the Term, and for a period of at least 12 months following the end of the Term.

19.2 Within 10 Business Days following receipt of a written request, the Licensor shall supply to the Licensee copies of such of the timesheets referred to in Clause 19.1 and in the Licensor's possession or control as the Licensee may specify in that written request.

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20.Payments

20.1 The Licensor shall issue invoices for the Charges to the Licensee from time to time during the Term

20.2 The Licensee must pay the Charges to the Licensor within the period of 30 days following the receipt of an invoice issued in accordance with this Clause 20.

20.3 The Licensee must pay the Charges by debit card, credit card, direct debit, bank transfer or cheque (using such payment details as are notified by the Licensor to the Licensee from time to time).

20.4 If the Licensee does not pay any amount properly due to the Licensor under this Agreement, the Licensor may:

(a) charge the Licensee interest on the overdue amount at the rate of 8% per annum above the Bank of England base rate from time to time (which interest will accrue daily until the date of actual payment and be compounded at the end of each calendar month); or

(b) claim interest and statutory compensation from the Licensee pursuant to the Late Payment of Commercial Debts (Interest) Act 1998.

21.Confidentiality obligations

21.1 The Licensor must:

(a) keep the Licensee Confidential Information strictly confidential;

(b) not disclose the Licensee Confidential Information to any person without the Licensee's prior written consent, and then only under conditions of confidentiality approved in writing by the Licensee;

(c) use the same degree of care to protect the confidentiality of the Licensee Confidential Information as the Licensor uses to protect the Licensor's own confidential information of a similar nature, being at least a reasonable degree of care;

(d) act in good faith at all times in relation to the Licensee Confidential Information; and

(e) not use any of the Licensee Confidential Information for any purpose.

21.2 The Licensee must:

(a) keep the Licensor Confidential Information strictly confidential;

(b) not disclose the Licensor Confidential Information to any person without the Licensor's prior written consent, and then only under conditions of confidentiality approved in writing by the Licensor;

(c) use the same degree of care to protect the confidentiality of the Licensor Confidential Information as the Licensee uses to protect the Licensee's own confidential information of a similar nature, being at least a reasonable degree of care;

d) act in good faith at all times in relation to the Licensor Confidential Information; and

(e) not use any of the Licensor Confidential Information for any purpose.

21.3 Notwithstanding Clauses 21.1 and 21.2, a party's Confidential Information may be disclosed by the other party to that other party's officers, employees, professional advisers, insurers, agents and subcontractors who have a need to access the Confidential Information that is disclosed for the performance of their work with respect to this Agreement and who are bound by a

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written agreement or professional obligation to protect the confidentiality of the Confidential Information that is disclosed.

21.4 No obligations are imposed by this Clause 21 with respect to a party's Confidential Information if that Confidential Information:

(a) is known to the other party before disclosure under this Agreement and is not subject to any other obligation of confidentiality;

(b) is or becomes publicly known through no act or default of the other party; or

(c) is obtained by the other party from a third party in circumstances where the other party has no reason to believe that there has been a breach of an obligation of confidentiality.

21.5 The restrictions in this Clause 21 do not apply to the extent that any Confidential Information is required to be disclosed by any law or regulation, by any judicial or governmental order or request, or pursuant to disclosure requirements relating to the listing of the stock of either party on any recognised stock exchange.

21.6 Upon the termination of this Agreement, each party must immediately cease to use the other party's Confidential Information.

21.7 Following the termination of this Agreement, and within 5 Business Days following the date of receipt of a written request from the other party the relevant party must destroy or return to the other party (at the other party's option) all media containing the other party's Confidential Information, and must irrevocably delete the other party's Confidential Information from its computer systems.

21.8 The provisions of this Clause 21 shall continue in force for a period of 5 years following the termination of this Agreement, at the end of which period they will cease to have effect.

22.Publicity

22.1 Neither party may make any public disclosures relating to this Agreement or the subject matter of this Agreement (including disclosures in press releases, public announcements and marketing materials) without the prior written consent of the other party

22.2 Nothing in this Clause 22 shall be construed as limiting the obligations of the parties under Clause 21.

23.Data protection

23.1 Each party shall comply with the Data Protection Laws with respect to the processing of the Licensee Personal Data.

23.2 The Licensee warrants to the Licensor that it has the legal right to disclose all Personal Data that it does in fact disclose to the Licensor under or in connection with this Agreement.

23.3 The Licensee shall only supply to the Licensor, and the Licensor shall only process, in each case under or in relation to this Agreement, the Personal Data of the following types: Licensor’s employees (including temporary or casual workers, The Licensor’s suppliers and sub-contractors

23.4 The Licensor shall only process the Licensee Personal Data during the Term and for not more than 30 days following the end of the Term, subject to the other provisions of this Clause 23.

23.5 The Licensor shall only process the Licensee Personal Data on the documented instructions of the Licensee (including with regard to transfers of the Licensee Personal Data to any place outside the UK, as set out in this Agreement or any other document agreed by the parties in writing.

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23.6 The Licensor shall promptly inform the Licensee if, in the opinion of the Licensor, an instruction of the Licensee relating to the processing of the Licensee Personal Data infringes the Data Protection Laws.

23.7 Notwithstanding any other provision of this Agreement, the Licensor may process the Licensee Personal Data if and to the extent that the Licensor is required to do so by applicable law. In such a case, the Licensor shall inform the Licensee of the legal requirement before processing, unless that law prohibits such information on important grounds of public interest.

23.8 The Licensor shall ensure that persons authorised to process the Licensee Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.

23.9 The Licensor and the Licensee shall each implement appropriate technical and organisational measures to ensure an appropriate level of security for the Licensee Personal Data, including the measures specified in the information security policy of the Licensor (as it may be updated by the Licensor from time to time).

23.10 The Licensor must not engage any third party to process the Licensee Personal Data without the prior specific or general written authorisation of the Licensee. In the case of a general written authorisation, the Licensor shall inform the Licensee at least 14 days in advance of any intended changes concerning the addition or replacement of any third party processor, and if the Licensee objects to any such changes before their implementation, then the Licensor the Licensee may terminate this Agreement on 7 days' written notice to the Licensor, providing that such notice must be given within the period of 7 days following the date that the Licensor informed the Licensee of the intended changes. The Licensor shall ensure that each third party processor is subject to equivalent legal obligations as those imposed on the Licensor by this Clause 23.

23.11 As at the Effective Date, the Licensor is hereby authorised by the Licensee to engage, as sub-processors with respect to Licensee Personal Data, third parties within the following categories.

23.12 The Licensor shall, insofar as possible and taking into account the nature of the processing, take appropriate technical and organisational measures to assist the Licensee with the fulfilment of the Licensee's obligation to respond to requests exercising a data subject's rights under the Data Protection Laws.

23.13 The Licensor shall assist the Licensee in ensuring compliance with the obligations relating to the security of processing of personal data, the notification of personal data breaches to the supervisory authority, the communication of personal data breaches to the data subject, data protection impact assessments and prior consultation in relation to high-risk processing under the Data Protection Laws. The Licensor may charge the Licensee for any work performed by the Licensor at the request of the Licensee pursuant to this Clause 23.13.

23.14 The Licensor must notify the Licensee of any Personal Data breach affecting the Licensee Personal Data without undue delay and, in any case, not later than 72 hours after the Licensor becomes aware of the breach.

23.15 The Licensor shall make available to the Licensee all information necessary to demonstrate the compliance of the Licensor with its obligations under this Clause 23 and the Data Protection Laws. The Licensor may charge the Licensee at its standard time-based charging rates for any work performed by the Licensor at the request of the Licensee pursuant to this Clause 23.15, providing that no such charges shall be levied with respect to the completion by the Licensor (at the reasonable request of the Licensee, not more than once per calendar year) of the standard information security questionnaire of the Licensee.

23.16 The Licensor shall, at the choice of the Licensee, delete or return all of the Licensee Personal Data to the Licensee after the provision of services relating to the processing, and shall delete existing copies save to the extent that applicable law requires storage of the relevant Personal Data.

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23.17 The Licensor shall allow for and contribute to audits, including inspections, conducted by the Licensee or another auditor mandated by the Licensee in respect of the compliance of the Licensor's processing of Licensee Personal Data with the Data Protection Laws and this Clause 23. The Licensor may charge the Licensee at its standard time-based charging rates for any work performed by the Licensor at the request of the Licensee pursuant to this Clause 23.17, providing that no such charges shall be levied where the request to perform the work arises out of any breach by the Licensor of this Agreement or any security breach affecting the systems of the Licensor.

23.18 If any changes or prospective changes to the Data Protection Laws result or will result in one or both parties not complying with the Data Protection Laws in relation to processing of Personal Data carried out under this Agreement, then the parties shall use their best endeavours promptly to agree such variations to this Agreement as may be necessary to remedy such non-compliance.

24.Warranties

24.1 The Licensor warrants to the Licensee that:

(a) the Licensor has the legal right and authority to enter into this Agreement and to perform its obligations under this Agreement;

(b) the Licensor will comply with all applicable legal and regulatory requirements applying to the exercise of the Licensor's rights and the fulfilment of the Licensor's obligations under this Agreement; and

(c) the Licensor has or has access to all necessary know-how, expertise and experience to perform its obligations under this Agreement.

24.2 The Licensor warrants to the Licensee that:

(a) the Software as provided will conform in all material respects with the Software Specification;

(b) the Software will be supplied free from Software Defects and will remain free from Software Defects for a period of at least 12 months following the supply of the Software;

(c) the Software will be supplied free from viruses, worms, Trojan horses, ransomware, spyware, adware and other malicious software programs; and

(d) the Software shall incorporate security features reflecting the requirements of good industry practice.

24.3 The Licensor warrants to the Licensee that the Software, when used by the Licensee in accordance with this Agreement, will not breach any laws, statutes or regulations applicable under English law.

24.4 The Licensor warrants to the Licensee that the Software, when used by the Licensee in accordance with this Agreement, will not infringe the Intellectual Property Rights of any person in any jurisdiction and under any applicable law.

24.5 If the Licensor reasonably determines, or any third party alleges, that the use of the Software by the Licensee in accordance with this Agreement infringes any person's Intellectual Property Rights, the Licensor may acting reasonably at its own cost and expense:

(a) modify the Software in such a way that it no longer infringes the relevant Intellectual Property Rights, providing that any such modification must not introduce any Software Defects into the Software and must not result in the Software failing to conform with the Software Specification; or

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(b) procure for the Licensee the right to use the Software in accordance with this Agreement.

24.6 The Licensee warrants to the Licensor that it has the legal right and authority to enter into this Agreement and to perform its obligations under this Agreement.

24.7 All of the parties' warranties and representations in respect of the subject matter of this Agreement are expressly set out in this Agreement. To the maximum extent permitted by applicable law, no other warranties or representations concerning the subject matter of this Agreement will be implied into this Agreement or any related contract.

25.Acknowledgements and warranty limitations

25.1 The Licensee acknowledges that complex software is never wholly free from defects, errors and bugs; and subject to the other provisions of this Agreement, the Licensor gives no warranty or representation that the Software will be wholly free from defects, errors and bugs.

25.2 The Licensee acknowledges that complex software is never entirely free from security vulnerabilities; and subject to the other provisions of this Agreement, the Licensor gives no warranty or representation that the Software will be entirely secure.

25.3 The Licensee acknowledges that the Software is only designed to be compatible with that software specified as compatible in the Software Specification; and the Licensor does not warrant or represent that the Software will be compatible with any other software.

25.4 The Licensee acknowledges that the Licensor will not provide any legal, financial, accountancy, Engineering, Operations or taxation advice under this Agreement or in relation to the Software; and, except to the extent expressly provided otherwise in this Agreement, the Licensor does not warrant or represent that the Software or the use of the Software by the Licensee will not give rise to any legal liability on the part of the Licensee or any other person.

26. Indemnities

26.1 The Licensor shall indemnify and shall keep indemnified the Licensee against any and all liabilities, damages, losses, costs and expenses (including legal expenses and amounts reasonably paid in settlement of legal claims) suffered or incurred by the Licensee and arising directly or indirectly as a result of any breach by the Licensor of this Agreement (a "Licensor Indemnity Event").

26.2 The Licensee must:

(a) upon becoming aware of an actual or potential Licensor Indemnity Event, notify the Licensor;

(b) provide to the Licensor all such assistance as may be reasonably requested by the Licensor in relation to the Licensor Indemnity Event;

(c) allow the Licensor the exclusive conduct of all disputes, proceedings, negotiations and settlements with third parties relating to the Licensor Indemnity Event; and

(d) not admit liability to any third party in connection with the Licensor Indemnity Event or settle any disputes or proceedings involving a third party and relating to the Licensor Indemnity Event without the prior written consent of the Licensor,

without prejudice to the Licensor's obligations under Clause 26.1

26.3 The Licensee shall indemnify and shall keep indemnified the Licensor against any and all liabilities, damages, losses, costs and expenses (including legal expenses and amounts reasonably paid in settlement of legal claims) suffered or incurred by the Licensor and arising

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directly or indirectly as a result of any breach by the Licensee of this Agreement (a "Licensee Indemnity Event").

26.4 The Licensor must:

(a) upon becoming aware of an actual or potential Licensee Indemnity Event, notify the Licensee;

(b) provide to the Licensee all such assistance as may be reasonably requested by the Licensee in relation to the Licensee Indemnity Event;

(c) allow the Licensee the exclusive conduct of all disputes, proceedings, negotiations and settlements with third parties relating to the Licensee Indemnity Event; and

(d) not admit liability to any third party in connection with the Licensee Indemnity Event or settle any disputes or proceedings involving a third party and relating to the Licensee Indemnity Event without the prior written consent of the Licensee,

without prejudice to the Licensee's obligations under Clause 26.3.

26.5 The indemnity protection set out in this Clause 26 shall be subject to the limitations and exclusions of liability set out in this Agreement.

27.Limitations and exclusions of liability

27.1 Nothing in this Agreement will:

(a) limit or exclude any liability for death or personal injury resulting from negligence;

(b) limit or exclude any liability for fraud or fraudulent misrepresentation;

(c) limit any liabilities in any way that is not permitted under applicable law; or

(d) exclude any liabilities that may not be excluded under applicable law.

27.2 The limitations and exclusions of liability set out in this Clause 27 and elsewhere in this Agreement:

(a) are subject to Clause 27.1; and

(b) govern all liabilities arising under this Agreement or relating to the subject matter of this Agreement, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in this Agreement.

27.3 The Licensor shall not be liable to the other party in respect of any losses arising out of a Force Majeure Event.

27.4 The Licensor shall not be liable to the Licensee in respect of any loss of profits or anticipated savings.

27.5 The Licensor shall not be liable to the Licensee in respect of any loss of revenue or income.

27.6 The Licensor shall not be liable to the Licensee in respect of any loss of use or production.

27.7 The Licensor shall not be liable to the Licensee in respect of any loss of business, contracts or opportunities.

27.8 The Licensor shall not be liable to the Licensee in respect of any loss or corruption of any data, database or software.

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27.9 The Licensor shall not be liable to the Licensee in respect of any special, indirect or consequential loss or damage.

27.10 The liability of the Licensor to the Licensee under this Agreement in respect of any event or series of related events shall not exceed the greater of:

(a) GBP 10,000; and

(b) the total amount paid and payable by the Licensee to the Licensor under this Agreement in the 12 month period preceding the commencement of the event or events.

27.11 The aggregate liability of the Licensor to the Licensee under this Agreement shall not exceed the greater of:

(a) 10,000 GBP; and

(b) the total amount paid and payable by the Licensee to the Licensor under this Agreement.

28.Force Majeure Event

28.1 If a Force Majeure Event gives rise to a failure or delay in either party performing any obligation under this Agreement (other than any obligation to make a payment), that obligation will be suspended for the duration of the Force Majeure Event.

28.2 A party that becomes aware of a Force Majeure Event which gives rise to, or which is likely to give rise to, any failure or delay in that party performing any obligation under this Agreement, must:

(a) promptly notify the other; and

(b) inform the other of the period for which it is estimated that such failure or delay will continue.

28.3 A party whose performance of its obligations under this Agreement is affected by a Force Majeure Event must take reasonable steps to mitigate the effects of the Force Majeure Event.

29.Termination

29.1 The Licensor may terminate this Agreement by giving to the Licensee not less than 30 days' written notice of termination after the end of the Minimum Term.

29.2 The Licensee may terminate this Agreement by giving to the Licensor not less than 30 days' written notice of termination after the end of the Minimum Term.

29.3 Either party may terminate this Agreement immediately by giving written notice of termination to the other party if:

(a) the other party commits any material breach of this Agreement, and the breach is not remediable;

(b) the other party commits a material breach of this Agreement, and the breach is remediable but the other party fails to remedy the breach within the period of 30 days following the giving of a written notice to the other party requiring the breach to be remedied; or

(c) the other party persistently breaches this Agreement (irrespective of whether such breaches collectively constitute a material breach).

29.4 Either party may terminate this Agreement immediately by giving written notice of termination to the other party if:

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(a) the other party:

(i) is dissolved;

(ii) ceases to conduct all (or substantially all) of its business;

(iii) is or becomes unable to pay its debts as they fall due;

(iv) is or becomes insolvent or is declared insolvent; or

(v) convenes a meeting or makes or proposes to make any arrangement or composition with its creditors;

(b) an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the other party;

(c) an order is made for the winding up of the other party, or the other party passes a resolution for its winding up (other than for the purpose of a solvent company reorganisation where the resulting entity will assume all the obligations of the other party under this Agreement); or

(d) if that other party is an individual:

(i) that other party dies;

(ii) as a result of illness or incapacity, that other party becomes incapable of managing his or her own affairs; or

(iii) that other party is the subject of a bankruptcy petition or order.

29.5 The Licensor may terminate this Agreement immediately by giving written notice to the Licensee if:

(a) any amount due to be paid by the Licensee to the Licensor under this Agreement is unpaid by the due date and remains unpaid upon the date that that written notice of termination is given; and

(b) the Licensor has given to the Licensee at least 30 days' written notice, following the failure to pay, of its intention to terminate this Agreement in accordance with this Clause 29.5.

30.Effects of termination

30.1 Upon the termination of this Agreement, all of the provisions of this Agreement shall cease to have effect, save that the following provisions of this Agreement shall survive and continue to have effect (in accordance with their express terms or otherwise indefinitely): Clauses 1, 5.9, 8, 18.2, 18.3, 19, 20.2, 20.4, 21, 22, 23.1, 23.3, 23.4, 23.5, 23.6, 23.7, 23.8, 23.9, 23.10, 23.11, 23.12, 23.13, 23.14, 23.15, 23.16, 23.17, 23.18, 26, 27, 30, 31, 34, 35, 36, 37, 38, 39, 40, 41 and 42.

30.2 Except to the extent that this Agreement expressly provides otherwise, the termination of this Agreement shall not affect the accrued rights of either party.

30.3 Within 30 days following the termination of this Agreement for any reason:

(a) the Licensee must pay to the Licensor any Charges in respect of Services provided to the Licensee before the termination of this Agreement and in respect of licences in effect before the termination of this Agreement; and

(b) the Licensor must refund to the Licensee any Charges paid by the Licensee to the Licensor in respect of Services that were to be (but are not) provided to the Licensee

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after the termination of this Agreement and in respect of licences that were to be (but are not) in effect after the termination of this Agreement,

without prejudice to the parties' other legal rights.

30.4 For the avoidance of doubt, the licences of the Software in this Agreement shall terminate upon the termination of this Agreement; and, accordingly, the Licensee must immediately cease to use the Software upon the termination of this Agreement.

30.5 Within 10 Business Days following the termination of this Agreement, the Licensee shall:

(a) return to the Licensor or dispose of as the Licensor may instruct all media in its possession or control containing the Software; and

(b) irrevocably delete from all computer systems in its possession or control all copies of the Software,

and if the Licensor so requests the Licensee shall procure that certifies to the Licensor, in a written document signed by that person and provided to the Licensor within 5 Business Days following the receipt of the Licensor's request, that the Licensee has fully complied with the requirements of this Clause 30.5.

31.Non-solicitation of personnel

31.1 The Licensee must not, without the prior written consent of the Licensor, either during the Term or within the period of 6 months following the end of the Term, engage, employ or solicit for engagement or employment any employee or subcontractor of the Licensor who has been involved in any way in the negotiation or performance of this Agreement.

31.2 The Licensor must not, without the prior written consent of the Licensee, either during the Term or within the period of 6 months following the end of the Term, engage, employ or solicit for engagement or employment any employee or subcontractor of the Licensee who has been involved in any way in the negotiation or performance of this Agreement.

32.Notices

32.1 Any notice given under this Agreement must be in writing, whether or not described as "written notice" in this Agreement.

32.2 Any notice given by the Licensee to the Licensor under this Agreement must be:

(a) delivered personally;

(b) sent by recorded signed-for post;

(c) sent by email; or

(d) submitted using the Licensor's online contractual notification facility,

using the relevant contact details set out in Clause 32.4.

32.3 Any notice given by the Licensor to the Licensee under this Agreement must be:

(a) delivered personally;

(b) sent by courier;

(c) sent by recorded signed-for post;

(d) sent by fax;

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(e) sent by email; or

(f) submitted using the Licensee's online contractual notification facility,

using the relevant contact details set out in Clause 32.4.

32.4 The parties' contact details for notices under this Clause 32 are as follows:

(a) in the case of notices sent by the Licensee to the Licensor, means FoCul Ltd, a company incorporated in England and Wales (registration number 4014994 ) having its registered office at FoCul Ltd, 132-134 Great Ancoats Street, Manchester, M4 6DE having its principal place of business at FoCul Ltd, 132-134 Great Ancoats Street, Manchester, M4 6DE;; and

(b) in the case of notices sent by the Licensor to the Licensee as set out in the Software license agreement.

32.5 The addressee and contact details set out in Clause 32.4 may be updated from time to time by a party giving written notice of the update to the other party in accordance with this Clause 32.

32.6 A party receiving from the other party a notice by email must acknowledge receipt by email promptly, and in any event within 2 Business Days following receipt of the notice.

32.7 A notice will be deemed to have been received at the relevant time set out below or, where such time is not within Business Hours, when Business Hours next begin after the relevant time set out below:

(a) in the case of notices delivered personally;

(b) in the case of notices sent by courier;

(c) in the case of notices sent by post;

(d) in the case of notices sent by fax, at the time of the transmission of the fax (providing the sending party retains written evidence of the transmission);

(e) in the case of notices sent by email, at the time of the sending of an acknowledgement of receipt by the receiving party and

(f) in the case of notices submitted using an online contractual notification facility, upon the submission of the notice form.

33.Subcontracting

33.1 The Licensor must not subcontract any of its obligations under this Agreement without the prior written consent of the Licensee, providing that the Licensee must not unreasonably withhold or delay the giving of such consent.

33.2 The Licensor shall remain responsible to the Licensee for the performance of any subcontracted obligations.

34.Assignment

34.1 The Licensee hereby agrees that the Licensor may assign, transfer or otherwise deal with the Licensor's contractual rights and obligations under this Agreement.

34.2 The Licensor hereby agrees that Customer may assign, transfer or otherwise deal with the Customer's contractual rights and obligations under these Terms and Conditions.

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35.No waivers

35.1 No breach of any provision of this Agreement will be waived except with the express written consent of the party not in breach.

35.2 No waiver of any breach of any provision of this Agreement shall be construed as a further or continuing waiver of any other breach of that provision or any breach of any other provision of this Agreement.

36.Severability

36.1 If a provision of this Agreement is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions will continue in effect.

36.2 If any unlawful and/or unenforceable provision of this Agreement would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect.

37.Third party rights

37.1 This Agreement is for the benefit of the parties, and is not intended to benefit or be enforceable by any third party.

37.2 The exercise of the parties' rights under this Agreement is not subject to the consent of any third party.

38.Variation

38.1 This Agreement may not be varied except by means of a written document signed by or on behalf of each party , without prejudice to the requirements of Clause 16.

39.Entire agreement

39.1 The main body of this Agreement and the Schedules shall constitute the entire agreement between the parties in relation to the subject matter of this Agreement, and shall supersede all previous agreements, arrangements and understandings between the parties in respect of that subject matter.

39.2 Neither party will have any remedy in respect of any misrepresentation (whether written or oral) made to it upon which it relied in entering into this Agreement.

39.3 The provisions of this Clause 39 are subject to Clause 27.1.

40.Export control

40.1 The Licensee acknowledges that materials and/or information supplied to the Licensee under this Agreement may be subject to the Export Laws.

40.2 The Licensee must comply with the Export Laws insofar as they affect materials and information supplied to the Licensee under this Agreement.

40.3 Without prejudice to the generality of Clause 40.2, the Licensee:

(a) must not import, export, supply, disclose, transfer or transmit any materials or information supplied to the Licensee under this Agreement if such import, export, supply,

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disclosure, transfer or transmission would contravene any embargo or exclusion list applying under the Export Laws; and

(b) must, where applicable, obtain all licences and consents required under the Export Laws for any import, export, supply, disclosure, transfer or transmission by or on behalf of the Licensee of materials or information supplied to the Licensee under this Agreement.

41.Law and jurisdiction

41.1 This Agreement shall be governed by and construed in accordance with English law.

41.2 Any disputes relating to this Agreement shall be subject to the exclusive jurisdiction of the courts of England.

42. Interpretation

42.1 In this Agreement, a reference to a statute or statutory provision includes a reference to:

(a) that statute or statutory provision as modified, consolidated and/or re-enacted from time to time; and

(b) any subordinate legislation made under that statute or statutory provision.

42.2 The Clause headings do not affect the interpretation of this Agreement.

42.3 References in this Agreement to "calendar months" are to the 12 named periods (January, February and so on) into which a year is divided.

42.4 In this Agreement, general words shall not be given a restrictive interpretation by reason of being preceded or followed by words indicating a particular class of acts, matters or things.

EXECUTION

The parties have indicated their acceptance of this Agreement by executing it below.

SIGNED BY [[individual name] on [...............], the Licensor] OR [[individual name] on [...............], duly authorised for and on behalf of the Licensor]:

........................................

SIGNED BY [[individual name] on [...............], the Licensee] OR [[individual name] on [...............], duly authorised for and on behalf of the Licensee]:

........................................

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SCHEDULE 1 (SOFTWARE LICENCE PARTICULARS)

1. Specification of Software

[Specify Software]2. Set Up Services

[Specify Set Up Services and timetable]3. Timetable

[Insert timetable]4. Software licence

[Insert software licence details]5. Licensee Systems

[Identify Licensee Systems requirements]6. Licensee Materials

[Specify Licensee Materials]7. Financial provisions

[Insert financial provisions]8. Representatives

The Licensor Representatives are: [identify representatives].

The Licensee Representatives are: [identify representatives].

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SCHEDULE 2 (EULA)

The terms of this contract also cover the End User Licence Agreement

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SCHEDULE 3 (FORM OF CCN)

1. Introduction

Title of Change: [insert title]

CCN number: [insert number]

Change proposed by: [insert individual name(s)]

Date of issue of CCN: [insert date]

Summary details of proposed Change: [insert details]2. Change details

[Insert full details of proposed Change]3. Impact of Change

Impact upon resources: [insert details]

Impact upon timetable: [insert details]

Impact upon Charges: [insert details]

Other effects of Change: [insert details]4. Agreement to Change

The parties have indicated their acceptance of the Change described in this CCN by signing below.

SIGNED BY [[individual name] on [...............], the Licensor / [individual name] on [...............], duly authorised for and on behalf of the Licensor]:....................

SIGNED BY [[individual name] on [...............], the Licensee / [individual name] on [...............], duly authorised for and on behalf of the Licensee]:....................

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SCHEDULE 4 (FORM OF ESCROW AGREEMENT)

[Insert form of escrow agreement.]

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