RECITAL The Licensor has agreed to grant to the Company a non exclusive licence to use the computer software programmes and associated documentation hereafter referred to as ClaimCom® and to provide certain services to the Company in respect of delivery and technical support upon the terms and conditions of this agreement OPERATIVE PROVISIONS

1. Definitions
1. In this agreement

   'ACCEPTANCE DATE' means the date the Licensed Programme Materials are delivered to the site.

   'ADDITIONAL CHARGES' means the LICENSOR'S rates from time to time for work undertaken on a time and materials basis.

   'LICENCE FEE' means the fee for the licence as this may be varied in accordance with clause 3.4 below.

   'LICENSED PROGRAMMES' means the software programmes "ClaimCom®" in … form including any New Release of the same made or issued pursuant to Clause 4 below.

   'LICENSED PROGRAMME MATERIALS’ means the Licensed Programmes and the Programme Documentation.

   'NEW RELEASE' means any improved modified or corrected version of any of the Licensed Programmes or Programme Documentation from time to time issued by the LICENSOR pursuant to clause 4 below.

   'PLACE OF USE' means that part of the Company's premises at the site where the Designated Equipment is installed and operated.

   'PROGRAMME DOCUMENTATION' means the instruction manuals and user guides and other information to be made available by the LICENSOR at his discretion in either printed or machine readable form to the Company.

   'PROGRAMME SPECIFICATIONS' means the technical specifications from time to time published by the LICENSOR in respect of the Licensed Programmes.

   'SERVICES' means the provision of delivery and Technical Support services in accordance with Clause 4 below.

   'SITE' means the address for delivery of the Licensed Programme Materials specified by the Company.

   'TECHNICAL SUPPORT' means the provision of such categories of technical support in accordance with clause 4 below as shall be specified in respect of each of the Licensed programmes.

   'USE' means the transmission of the Licensed Programmes (or where in machine readable form) the Programme documentation into the Designated Equipment for the processing of the instructions contained in the Licensed Programmes (or as the case may be) the Programme Documentation.

2. Grant of Licence and Provision of Services
1. The LICENSOR in consideration of the payment by the Company from time to time of the Licence Fee in accordance with Clause 3 below hereby:
1. grants to the Company a non exclusive licence to Use the Licensed Programmes (and where appropriate the Programme Documentation) upon the Designated Equipment and to possess and refer to the Programme Documentation; and
2. undertakes to the Company to provide the Services upon the terms and conditions of this agreement.
3. Licence Fee
1. The Licence Fee shall include the cost of:
1. the delivery of the Licensed Programme Materials and any New Releases thereof to the Site; and
2. The provision of the Services.
2. The Licence fee shall not include value added tax which shall be payable by the Licensee in the manner and at the rate prescribed from time to time by law.
3. The Licence Fee (together with the value added tax thereon) shall be levied by the LICENSOR in advance with effect from the Acceptance Date and shall be payable by the Company within 30 days of receipt of the LICENSOR'S invoice therefore.
4. The LICENSOR shall be entitled to vary the Licence Fee not more than once in every successive period of 12 months during the currency of this Agreement upon giving not less than 30 days notice thereof to the Company, restricted to a maximum of increases in the Retail Price Index.
5. The LICENSOR reserves the right to charge the Company interest in respect of the late payment of any sum due under this Agreement (as well after as before judgement) at the rate of 2 per cent per annum above the base rate from time to time of Yorkshire Bank plc from due date thereof until payment.
6. The LICENSOR reserves the right to withdraw Technical Support where monies due to us are overdue. Furthermore we reserve the right to levy additional charges to resolve problems with the Licensed Programmes which arise as the result of the suspension of Technical Support.
4. Technical Support
1. With effect from the Acceptance Date and for the duration of this Agreement the LICENSOR shall provide Technical Support in respect of each of the Licensed Programmes, where a software maintenance agreement is in place and has been paid for that Licensed Programme.
2. Technical Support shall comprise of the following:
1. Advice by telephone or post on the Use of the Licensed Programmes;
2. Information and advice by telephone or post on forthcoming New Releases of the Licensed Programmes;
3. upon request by the Company, the Licensor using reasonable endeavours will diagnose faults in the Licensed Programmes and the rectification of such faults (remotely) by the issue of fixes in respect of the Licensed Programmes and the making of all necessary consequential amendments (if any) to the Programme Documentation; The Company will inform the Licensor using the method described in Clause 4.3.
4. The creation and despatch to the Company from time to time at the LICENSOR'S sole discretion of fixes in respect of the Licensed Programmes;
5. The creation and despatch to the Company from time to time at the LICENSOR'S sole discretion of a New Release of the Licensed Programmes or Programme Documentation;
3. The Company shall supply in writing to the LICENSOR a detailed description of any fault requiring Technical Support and the circumstances in which it arose forthwith upon becoming aware of the same
4. The Licensor shall use its reasonable endeavours to respond to requests for assistance within 24 hours during Working Days only
5. Technical Support unless otherwise agreed in writing between the Licensor and the Company shall not include the diagnosis and rectification of any fault resulting from;
1. The improper use operation or neglect of either the Licensed Programme Materials or the Designated Equipment;
2. Save as is provided in clause 7 below the modification of the Licensed Programmes or their merger (in whole or in part) with any other software;
3. The use of any of the Licensed Programmes on equipment other than the Designated Equipment;
4. The failure of the Company to implement any recommendations in respect of or solutions to faults previously advised by the LICENSOR;
5. Any repair adjustment alteration or modification of the Licensed Programmes by any person other than the LICENSOR without the LICENSOR'S prior consent;
6. Any breach by the Company of any of its obligations under any maintenance agreement in respect of the Designated Equipment;
7. the Company's failure to install and use upon the Designated Equipment in substitution for the previous release any new release of the Licensed Programmes within 14 days of receipt of the same; or
8. The use of the Licensed Programmes for a purpose for which they were not designated
9. The Company’s failure to maintain adequately the designated equipment.
6. Provision of Technical Support does not imply any guarantee that the LICENSOR will be successful in correcting any malfunctions of the Licensed Programmes and the LICENSOR does not accept any liability in this connection.
5. Property and Confidentiality in the Licensed Programme Materials
1. The LICENSOR is the owner of the copyright and all other intellectual property rights including rights of confidence in the Licensed Programme Materials and any copies thereof.
2. The Company shall not:
1. Save as provided in clause 6 below copy the whole or any part of the Licensed Programme Materials;
2. Save as provided in clause 7 below modify or merge or combine the whole or any part of the Licensed Programme Materials with any other software or documentation;
3. assign transfer sell lease rent charge or otherwise deal in or encumber the Licensed Programme Materials nor use on behalf of or make available the same to any third party; or
4. reverse compile the whole or any part of the Licensed Programme Materials from object code into source code, the Licensor agrees subject to a reasonable charge to provide information where requested.
3. The Company shall
1. keep confidential the Licensed Programme Materials and limit access to the same to those of its employees agents and sub contractors who need to in order to use the Licensed Programmes (including where appropriate the Programme Documentation);
2. Reproduce on any copy of the Licensed Programme Materials the LICENSOR'S copyright and trade mark notices;
3. maintain an up to date written record of the number of copies of the Licensed Programme Materials and their location and upon request forthwith produce such record to the LICENSOR; and
4. Without prejudice to the foregoing take all such other steps as shall from time to time be necessary to protect the confidential information and intellectual property rights of the LICENSOR in the Licensed Programme Materials.
4. The Company shall inform all relevant employees, agents and sub contractors that the Licensed Programme Materials constitute confidential information of the LICENSOR and that all intellectual property rights therein are the property of the LICENSOR and the Company shall ensure all its employees, agents, and sub contractors comply with the provisions of this clause 5.
6. Copying of the Licensed Programme Materials
1. The Company shall be entitled to make one back up copy of each of the Licensed Programmes to be used only in the event that the primary copy thereof fails to function and any such copy shall in all respects be subject to the terms and conditions of this agreement and shall be deemed to form part of the Licensed Programmes.
7. Modification and Merger
1. The Company shall not be entitled to modify the Licensed Programmes in object code or merge the Licensed Programmes in object code with any other software programme unless written agreement of the LICENSOR is first obtained and upon the termination of this agreement howsoever and whensoever occasioned the Company shall remove the Licensed Programmes from any other software with which they have been merged.
2. The Licensed Programmes as modified or merged pursuant to clause 7.1 above shall remain subject to the terms and conditions of this Agreement.
8. Location of the Designated Equipment
1. If the Company shall move the Designated Equipment from Site to a new location then without prejudice to the provisions of Clause 3.4 above the LICENSOR shall be entitled to make such reasonable increase to the Licence Fees as shall be necessary to take account of any increased costs that it shall incur in providing Technical Support at the new location.
9. Warranty
1. Subject to the exceptions set out in clause 9.4 below and the limitations upon its liability in clause 10 below the LICENSOR warrants that:
1. Its title to and property in the Licensed Programme Materials is free and unencumbered and it has the right power and authority to licence the same upon the terms and conditions of this agreement;
2. It will perform the Services with reasonable care and skill
2. The Company shall give notice to the LICENSOR as soon as it is reasonably able upon becoming aware of a breach of warranty
3. The LICENSOR shall have no liability to remedy a breach of warranty where such breach arises as a result of any of the circumstances described in clause 4.5 above
4. Without prejudice to the foregoing the LICENSOR does not warrant that the Use of the Licensed Programmes will meet the Company's data processing requirements or that the operation of the Licensed Programmes (including where in machine readable form the Programme Documentation) will be uninterrupted or error free.
5. Subject to the foregoing all conditions warranties terms and undertakings expressed or implied statutory or otherwise in respect of the Licensed Programme Materials and the provision of the Services are hereby excluded
10. Limitation of Liability
1. The following provisions set out the LICENSOR'S entire liability (including any liability for the acts and omissions of its employees agents and sub contractors) to the Company in respect of:
1. any breach of its contractual obligations arising under this agreement; and
2. any representation statement or tortious act or omission including negligence arising under or in connection with this agreement AND THE LICENSEE'S ATTENTION IS IN PARTICULAR DRAWN TO THE PROVISIONS OF THIS CLAUSE 10;
2. Any act or omission on the part of the LICENSOR or its employees agents or sub contractors falling within clause 10.1 above shall for the purposes of this clause 10 be known as an 'Event of Default'.
3. The LICENSOR'S liability to the Company for death or injury resulting from its own or that of its employee's agents or sub contractors negligence shall not be limited.
4. Subject to the limits set out in clause 10.5.1 below the LICENSOR shall accept liability to the Company in respect of damage to the tangible property of the Company resulting from the negligence of the LICENSOR or its employees agents or sub contractors.
5. Subject to the provisions of clause 10.3 above the LICENSOR'S entire liability in respect of any Event of Default shall be limited to damages of an amount equal to:
1. £10,000 in the case of an Event of Default falling within clause 10.4 above; and
2. in the case of any other Event of Default the aggregate of the Licence Fee paid in the immediately preceding period of 12 months
6. Subject to clause 10.3 above the LICENSOR shall not be liable to the Company in respect of any Event of Default for loss of profits goodwill or any type of special indirect or consequential loss (including loss or damage suffered by the Company as a result of an action brought by a third party) even if such loss was reasonably foreseeable or the LICENSOR had been advised of the possibility of the Company incurring the same
7. If a number of Events of Default give rise substantially to the same loss then they shall be regarded as giving rise to only one claim under this agreement.
8. The Company hereby agrees to afford the LICENSOR not less than 30 days (following notification thereof by the Company) in which to remedy any Event of Default hereunder.
9. Except in the case of an Event of Default arising under clause 10.3 above the LICENSOR shall have no liability to the Company in respect of any Event of Default unless the Company shall have served notice of the same upon the LICENSOR within 3 years of the date it became aware of the circumstances giving rise to the Event of Default or the date when it ought reasonably to have become aware.
10. Nothing in this clause shall confer any right or remedy upon the Company to which it would not otherwise be legally entitled.
11. Intellectual Property Rights Indemnity
1. The LICENSOR will indemnify and hold harmless the Company against damages (including costs) that may be awarded or agreed to be paid to any third party in respect of any claim or action that the normal operation possession or use of the Licensed Programme Materials by the Company infringes the patent copyright registered design or trade mark rights of said third party (an 'Intellectual Property Infringement') provided that the Company
1. gives notice to the LICENSOR of any Intellectual Property Infringement forthwith upon becoming aware of the same;
2. gives the LICENSOR the sole conduct of the defence to any claim or action in respect of an Intellectual Property Infringement and does not at any time admit liability or otherwise attempt to settle or compromise the said claim or action except upon the express instructions of the LICENSOR; and
3. acts in accordance with the reasonable instructions of the LICENSOR and provide such assistance as the LICENSOR shall reasonably require in respect of the conduct for the said defence including without prejudice to the generality of the foregoing the filing of all pleadings and other court process and the provision of all relevant documents.
2. The LICENSOR shall reimburse the Company its reasonable costs incurred in complying with the provisions of clause 11.1 above.
3. The LICENSOR shall have no liability to the Company in respect of an Intellectual Property Infringement if the same results from a breach of the Company's obligations under this agreement.
4. In the event of an Intellectual Property Infringement the LICENSOR shall be entitled at its own expense and option either to:
1. procure the right for the Company to continue using the Licensed programme Materials; or
2. make such alterations modifications or adjustments to the Licensed Programme Materials that they become non infringing without incurring a material diminution in performance or function; or
3. replace the Licensed Programme materials with non infringing substitutes provided that such substitutes do not entail a material diminution in performance or function.
5. If the Licensor in its reasonable judgement is not able to exercise any of the options set out at clauses 11.4.1, 11.4.2, 11.4.3 above within 30 days of the date it received notice of the Intellectual Property Infringement then the Company without prejudice to any other rights or remedies it may have hereunder or at law shall be entitled to terminate this agreement by 30 days notice upon the Licensor. Upon any such termination the provisions of clause 16.3 below shall apply
6. The provisions of clause 10 above shall not apply to the clause 11.
12. Risk in the Licensed Programme Materials
1. Risk in the Licensed Programme Materials shall be deemed to have passed to the Company upon the date hereof. If subsequently the Licensed programme materials are (in whole or in part) destroyed damaged or lost the Licensor will upon request replace the same subject to the Company paying its then prevailing charges.
13. Confidentiality
1. Each of the parties hereto undertakes to the other to keep confidential information (written or oral) concerning the business and affairs of the other that it shall have obtained or received as a result of the discussions leading up to or entering into of the agreement save that which is:
1. trivial or obvious;
2. already in its possession other than as a result of a breach of this clause; or
3. in the public domain other than as a result of a breach of this agreement.
2. Each of the parties undertake to the other to take all steps as shall from time to time be necessary to ensure compliance with the provisions of clause 13.1 above by its employees agents and sub contractors.
14. Duration of Agreement
1. This Agreement shall continue until terminated in accordance with the provisions of clause 16 below
15. Company's Representatives
1. The Company shall communicate to the Licensor upon the date hereof the identity of the person(s) or department within its undertaking at the Site who shall act as the sole contact point and channel of communication for the provision by the Licensor of the Services during the currency of this Agreement. The company shall forthwith inform the Licensor of any change in the identity of any such person(s) or department.
16. Termination
1. This Agreement may be terminated:
1. by the Company giving not less than 3 months notice to the Licensor;
2. forthwith by the Licensor if the Company fails to pay any sum due hereunder within 21 days of the due date therefor;
3. forthwith by either party if the other commits any breach of any term of this agreement (other than one falling within 16.1.2 above) and which (in the case of a breach capable of being remedied) shall not have been remedied within 21 days of a written request to remedy the same;
4. forthwith by either party if the other shall for any reason have an Insolvency Practitioner appointed in respect of all or some part of its affairs or shall otherwise suffer any action to be taken against it in respect of debt.
2. Any termination of this agreement pursuant to this clause shall be without prejudice to any other rights or remedies a party may be entitled to hereunder or at law and shall not affect any accrued rights or liabilities of either party nor the coming into or continuance in force of any provision hereof which is expressly or by implication intended to come into or continue in force on or after such termination.
3. Within 7 days of the termination of this agreement (howsoever and by whomsoever occasioned) the Company shall return to the Licensor all copies of the Licensed Programme Materials in its possession.
17. Force Majeure
1. Neither party hereto shall be liable for any breach of its obligations hereunder resulting from causes beyond its reasonable control including but not limited to fires, strikes (of its own or other employees) insurrection or riots, embargoes, contained shortages, wrecks or delays in transportation inability to obtain supplied and raw materials requirement or regulation of any civil or military authority (an 'Event of Force Majeure')
2. Each of the parties hereto agrees to give notice forthwith to the other upon becoming aware of an Event of Force Majeure such notice to contain details of the circumstances giving rise to the Event of Force Majeure.
3. If a default due to an Event of Force Majeure shall continue for more than 6 weeks then the party not in default shall be entitled to terminate this agreement. Neither party shall have any liability to the other in respect of termination of this agreement as a result of an Event of Force Majeure.
18. Waiver
1. The waiver by either party of a breach or default of any of the provisions of this agreement by the other party shall not be construed as a waiver of any succeeding breach of the same or other provisions not shall any delay or omission on the part of either party to exercise of avail itself of any right power or privilege that it has or may have hereunder operate as a waiver of any breach or default by the other party.
19. Notices
1. Any notice request instruction or other document to be given hereunder shall be delivered or sent by first class post to the address of the other party set out in this agreement (or such other addresses as may have been notified) and any such notice or other document shall be deemed to have been served at the time of delivery or (if sent by post) upon the expiration of 48 hours after posting
20. Invalidity and Severability
1. If any provision of this agreement shall be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable the invalidity or unenforceability of such provisions shall not effect the other provisions of this agreement and all provisions not affected by such invalidity or unenforceability shall remain in full force and effect. The parties hereby agree to attempt to substitute for any invalid or unenforceable provision a valid or enforceable provision which achieves to the greatest extent possible the economic legal and commercial objective of the invalid or unenforceable provision.
21. Entire Agreement
1. This Agreement represents the entire agreement between the parties in relation to its subject matter and supersedes all previous agreements or arrangements in relation to its subject matter.
22. Further Acknowledgements
1. The company acknowledges and accepts that the Licensed Programme Materials were not designed and produced to its individual requirements and that it was responsible for their selection.
23. Assignment and Sub licensing
1. The Company shall not be entitled to assign this Agreement nor any of its rights or obligations hereunder nor sub license the use (in whole or in part) of the Licensed Programme Materials without prior written consent of the Licensor.
24. Headings
1. Headings to clauses in this agreement are for the purpose of information and identification only and shall not be construed as forming part of this Agreement.
25. Law
1. This Agreement shall be governed by and construed in accordance with English Law and the parties hereto agreed to submit to the non exclusive jurisdiction of the English Courts.