THIS AGREEMENT is made between Sunrise Systems Limited of Sunrise Business Park, Ely Road, Waterbeach, Cambridge CB25 9QZ, United Kingdom (hereinafter referred to as “the Licensor”) and the Licensee specified in the Schedule provided (hereinafter referred to as “the Licensee”).  The Schedule so provided separately forms an integral part of this Agreement.

Clause 1               THE License hereby granted is a non-exclusive non-transferable license for use of the Software on the Authorised Equipment and solely at the Location specified in the Schedule in the course of its normal business and for no other purpose. The Software and related documentation are copyrighted works of authorship, and are also protected under applicable database laws.  The Licensor retains ownership of the Software, all subsequent copies of the Software and all intellectual property rights subsisting therein, regardless of the form in which the copies may exist.  This License Agreement is not a sale of the Software or any copies thereof.

Clause 2.1            THE License to use the Software will commence on the Start Date and will continue for the period specified in the Schedule subject to Clauses 2.2 to 2.4

Clause 2.2            SHOULD either party fail materially to observe any of the conditions of this License, and to rectify the breach within thirty (30) days from receipt of a notice to rectify the same, the other party may terminate the License by immediate written notice to the defaulting party.

Clause 2.3            IN the event Licensee becomes insolvent or voluntarily or involuntarily bankrupt, or if a receiver, assignee or other liquidating officer is appointed for all or substantially all of the business of the Licensee or if the Licensee makes any assignment for the benefit of creditors, then the Licensor at its option may immediately terminate this License by notice to the Licensee to that effect

Clause 2.4            THE Licensor will provide Maintenance Updates and Support service as may be available.  In the event the Licensee fails to renew or make the payment for Maintenance, Updates and Support service as defined in Schedule the Software will stop functioning.

This service is defined as hereunder

Maintenance – license maintenance service

Update – new version of the licensed modules

Support – technical assistance in the use of licensed modules

Clause 2.5            TERMINATION will not discharge the Licensee from any obligation hereunder or from payment of sums then already due

Clause 3.1            THE Licensor agrees to indemnify and save harmless and defend at its own expense the Licensee from and against any and all claims for infringement of patents, trademarks, industrial design, copyrights or other property rights affecting the Software provided that (i) The Licensee shall not have done, permitted or suffered to be done anything which may have been or become an infringement of any rights in any patent, trade mark or other rights as here before provided and (ii) The Licensee shall have exercised a reasonable standard of care in protecting the same, failing which, the Licensee shall indemnify the Licensor against all actions, proceedings, costs claims and expenses incurred in respect thereof subject to clauses 3.2 and 3.3

Clause 3.2            THE Licensee promptly notifies the Licensor of any allegation of infringement and makes no admission without the written consent of the Licensor

Clause 3.3            THE Licensee, at the Licensor’s request, allows the Licensor or the Licensor’s representative to conduct and/or settle all negotiations and litigation’s and gives the Licensor or the Licensor’s representative all reasonable assistance, the costs incurred or recovered in such negotiations and litigation will be for the Licensor’s account

Clause 4.1            ALL information data drawings specifications documentation source or object code which the Licensor may have imparted and may from time to time impart to the Licensee relating to the Software is proprietary and confidential.  The Licensee hereby agrees that it shall use the same solely in accordance with the provisions of this License and that it shall not at any time during or after expiry or termination of the License disclose the same whether directly or indirectly to any third party without the Licensor’s prior written consent.  The Licensee further agrees that it shall not itself through any subsidiary agent or further party modify vary enhance copy sell lease license assign sub-license or otherwise transfer or deal with the Software or any part or parts or variations modifications copies releases versions or enhancements thereof or have any software or other software written or developed for itself based on any confidential information supplied to it by the Licensor

Clause 4.2            THE Software and all parts thereof and all copyright patent and other intellectual property rights therein remain the property of the Licensor pursuant to above Clause 1.  The Licensee shall ensure that the Copyright statement on all Software listings and documents associated with the Software is not removed

Clause  4.3           THE Licensee may not use, copy, modify or transfer the Software (including any related documentation) or any copy, in whole or in part, including any printout of all or part of any database, except as expressly provided for in this License Agreement.  If The Licensee transfers possession of any copy of the Software to another party except as provided above, including but not limited to unauthorised or unlicensed use on equipment other than Authorised Equipment at the agreed Location, the License is automatically and immediately terminated, and a minimum penalty of ten times the license fee shall become payable.  The Licensee may not translate, reverse engineer, decompile, disassemble, modify or create derivative works based on the Software.  The Licensee may not vary, delete or obscure any notices of proprietary rights or any product identification or restrictions on or in the Software.

Clause 5.1            THE Licensor shall not be liable to the Licensee for any loss or damage whatsoever or howsoever caused arising directly or indirectly in connection with this license the Software its use or otherwise except that which it is unlawful to exclude

Clause 5.2            NO warranty can be given that the Software is free from errors.  The Licensor will however provide such services in connection with Maintenance, Updates and Support service as may be available and as are specified in the Schedule.

Clause 6               All charges and fees referred to in this License and the Schedule are exclusive of any taxes duties or such similar sums including but without prejudice to the generality of the foregoing Value Added Tax.

Clause 7               No access or use of PIPENET software by any means or for any purpose whatsoever may be made from anywhere other than the personal; computers, servers or workstations defined in the Schedule.  If this condition is breached by the Licensee, the Licensor will be entitled to charge the Licensee a minimum fee of ten times the applicable license fee as compensation for the breach.

Clause 8               THIS Agreement shall be governed by and construed in accordance with the Laws of England and the parties hereto agree to submit to the non-exclusive jurisdiction of the Courts in England.