caredata.co.uk example licence agreement

CONTENT LICENSE AGREEMENT [LICENCE_NUMBER] FOR USE OF [DATAFILE_NAME_UCASE]

Date: [LICENCE_DATE]

PARTIES

(1) Licensee ("Licensee")
[LICENSEE_BUSINESSNAME]
[LICENSEE_ADDRESS]
Fax: [LICENSEE_FAX]


(2) Tomorrow's Guides Limited ("Tomorrow's Guides")
(company number 02889550)
Unit 4 Station Yard
Station Road
Hungerford
Berkshire RG17 0DY
Fax: 01488 681968

BACKGROUND

A) Tomorrow's Guides is the owner of rights in certain content.
B) Licensee wishes to licence such content on the terms set out in this agreement.

OPERATIVE PROVISIONS

1 Definitions and interpretation

1.1 The following terms shall have the following meanings:

"Confidential Information" all technical, commercial and financial information, product information, trade secrets, know-how and all information relating to the plans, intentions, market opportunities, transactions, affairs and/or business of a party and its group of companies and the terms of this agreement;

"Content" the material to be supplied by Tomorrow's Guides (including any updates provided during the Term) as described in the schedule;

"Delivery Method" comma-separated values (CSV) file downloaded from caredata.co.uk

"Duration" the period set out in the schedule;

"Fees" the fees set out in the schedule;

"Group" in respect of a company, the ultimate holding company of that company, together with every subsidiary of that ultimate holding company;

"Launch Date" the date that the Content is first made available by Tomorrow's Guides through the Delivery Method;

"Permitted Purposes" use within the Licensee's own business-to-business direct mail applications and for the extraction of statistics and reports for use within the Licensee's own organisation by the licensee's own employees.

"VAT" value added tax.

2 Intellectual property

2.1 The Licensee acknowledges that Tomorrow's Guides (or its licensors) will retain all copyright, database right and all other right, title and interest in and to the Content worldwide and, except as expressly provided in this agreement, nothing shall be construed to grant to the Licensee any right, title or interest in or to the Content. Subject to the terms of this agreement, Tomorrow's Guides hereby grants to the Licensee a non-exclusive, non-assignable licence for the Term to store one copy of the Content and to process and use it solely for the Permitted Purposes in accordance with this agreement.

2.2 The Licensee shall not:

  • 2.2.1 edit, modify, use, copy, transmit, display or redistribute any Content in any way except as provided for under this agreement;
  • 2.2.2 remove any copyright or trade mark notice from any copies of the Content made under this agreement;
  • 2.2.3 redistribute any of the Content (including by using it as part of any library, archive or similar service or including it on any internet site)
  • 2.2.4 use the Content in any way to create and/or develop (or authorize a third party to create and/or develop) a database that competes with the Content and/or infringes Tomorrow's Guides' rights as set out in clause 2.1 above unless authorised by this agreement; or
  • 2.2.5 retain copies of any Content after termination of this agreement.

2.3 The Licensee acknowledges that on occasion Tomorrow's Guides may need to remove and/or amend certain parts of the Content for legal reasons and accordingly the Licensee will, on receipt of a notice from Tomorrow's Guides, immediately remove from its records or amend any part of the Content identified in such notice. In the event that such Content is not removed/amended within 3 days the Licensee agrees to indemnify Tomorrow's Guides from and against all costs, claims and expenses attributable to and/or resulting from such non-removal or non-amendment.

3 Fees

3.1 Tomorrow's Guides shall invoice the Licensee for the Fees in advance. The Fees will be payable from the Launch Date.

3.2 The Fees do not include VAT which the Licensee shall pay in addition to the Fees at the rate prevailing on the date of the invoice.

3.3 Should the Licensee fail to make any payment in full on the due date under this agreement, Tomorrow's Guides may charge interest on the outstanding amount. Such interest shall accrue on a daily basis at the rate of 3% above the base rate of National Westminster Bank Plc from time to time or such higher rate as prescribed under the Late Payment of Commercial Debts (Interest) Act 1998] from the due date until the date of payment, whether before or after judgment.

4 Warranties and exclusions

4.1 As a result of the number of sources from which Tomorrow's Guides obtains Content, all warranties, conditions or other terms implied by statute, common law or otherwise are excluded to the fullest extent permitted by law. In particular, although Tomorrow's Guides will make commercially reasonable efforts to maintain the currency and accuracy of the Content, Tomorrow's Guides makes no representation that the Content will be accurate or the media on which the Content is supplied will be error free. Accordingly, Tomorrow's Guides will not be liable (and hereby excludes liability) for the consequences of any inaccuracy or errors in the Content/Delivery Method.

5 Limitation of liability

5.1 As a result of the nature of Tomorrow's Guides' business and the number of sources from which it obtains content, Tomorrow's Guides' liability to the Licensee in contract, tort (including negligence) or otherwise in relation to this agreement is limited to the total Fees paid or payable by the Licensee under this agreement for the 12 month period (beginning on the date of this agreement) in which the event giving rise to the claim arises. However, Tomorrow's Guides does not exclude or limit liability for fraud or for death or personal injury resulting from its negligence or for any other liability which cannot be excluded or limited by law.

5.2 Tomorrow's Guides will not be liable for loss of revenue, profits or data or for any indirect, special or consequential damages arising in connection with this agreement or the Content, even if Tomorrow's Guides has been advised of the possibility of such damages.

5.3 The Licensee will promptly inform Tomorrow's Guides in the event of any claim by a third party received by the Licensee in relation to the content and will comply with Tomorrow's Guides' reasonable requests in relation to such claim.

6 Termination

6.1 Either party may terminate this agreement immediately by notice in writing if the other party:

  • 6.1.1 commits a material breach of any of the terms of this agreement (including without limitation late payment) and, if such breach is capable of remedy, fails to remedy the breach within 30 days of receiving notices from the terminating party specifying the breach and requiring the breach to be remedied; or
  • 6.1.2 passes a resolution for winding up or the court makes an order that either party shall be wound up (in either case other than for the purpose of a reconstruction) or if a receiver or manager on behalf of a creditor be appointed, or if circumstances shall arise which would entitle a court or creditor to appoint a receiver or manger or which would entitle a court to make a winding up order.

6.2 The expiry or termination of this agreement for any reason shall not affect any rights and/or obligations accrued before the date of termination or expiry or expressed or intended to continue in force after and despite expiry or termination.

6.3 The Licensee shall not following the termination of this agreement use or make available the Content for any purpose. If following the termination of this agreement the Licensee does use or make available the Content for any purpose then, without prejudice to any other rights Tomorrow's Guides might have, the Licensee shall pay the Fees (at the then current renewal rate for the Content) for an additional year.

7 Confidentiality

7.1 Each party shall keep secret and confidential all Confidential Information of the other and shall not (and shall procure that its employees and/or officers shall not) copy, use or disclose any such information to any third party, other than as may be necessary to comply with its obligations under this agreement.

7.2 The obligation of confidence shall not apply where the Confidential Information:

  • 7.2.1 is required to be disclosed by operation of law;
  • 7.2.2 was in the possession of the recipient prior to disclosure by the other party;
  • 7.2.3 is subsequently acquired from a third party without any obligation of confidence;
  • 7.2.4 is or becomes generally available to the public through no act or default of the recipient; or
  • 7.2.5 is disclosed on a confidential basis for the purposes of obtaining professional advice.

7.3 The Licensee shall keep its login details (and all other related access codes) secret and confidential at all times and shall not allow any other party use of the same, without the prior written consent of Tomorrow's Guides. For the avoidance of doubt, in the event of an employee or officer of the Licensee ceases to work for the Licensee, the Licensee shall do all such acts as are necessary to maintain the confidentiality of the login details which the departing employee or officer had access to (which may include, without limitation, changing the password of such login details).

7.4 This clause 7 shall continue in force notwithstanding the expiry or termination of this agreement, whatever the reason for such termination.

8 Force majeure

8.1 Neither party shall be liable for any breach of this agreement directly or indirectly caused by circumstances beyond the reasonable control of that party and which prevent that party from performing its obligations to the other, provided that a lack of funds shall not be regarded as a circumstance beyond that party's reasonable control.

9 Notices

9.1 Notices between the parties relating to this agreement must be in writing and must be delivered personally or sent by prepaid first class post or facsimile transmission to the address or fax number set out in the Parties clause above.

9.2. Alternative details may be notified by a party for the purposes of this clause.

9.3 Notices shall be treated as received as follows: if delivered by hand, when delivered; if sent by first class post, 48 hours after posting; if sent by fax, when sent. Any notices that would be treated as received out of business hours shall be deemed given on the next business day.

10 General

10.1 The Licensee shall not: (a) sub-license, assign or novate the benefit or burden of this agreement in whole or in part; (b) allow the Content to become the subject of any charge, lien or encumbrance; and (c) deal in any other manner with any or all of its rights and obligations under this agreement.

10.2 A failure or delay by either party to exercise any right or remedy under this agreement shall not be construed or operate as a waiver of that right or remedy nor shall any single or partial exercise of any right or remedy preclude the further exercise of that right or remedy.

10.3 This agreement represents the entire terms agreed between the parties in relation to its subject matter and supersedes all previous contracts or arrangements (including any usage or custom and any terms arising through any course of dealing) of any kind between the parties relating to its subject matter.

10.4 Each of the provisions contained in this agreement shall be construed as independent of every other such provision, so that if any provision of this agreement shall be determined by any court or competent authority to be illegal, invalid and/or unenforceable then such determination shall not affect any other provision of this agreement, all of which other provisions shall remain in full force and effect.

10.5 Except as expressly set out herein, a person who is not a party to this agreement shall have no rights under or in connection with it.

10.6 This agreement shall be governed by and construed in accordance with English law.

10.7 The English courts shall have non-exclusive jurisdiction to determine any disputes which may arise out of, under, or in connection with this agreement.

The Schedule

1 License Number: [LICENCE_NUMBER]
2 Duration: A 12 month period from the date of this license agreement
3 Content: [DATAFILE_NAME_UCASE]
4 Fees: [LICENCE_AMOUNT_PAID]