iDRAFT PRO LICENCE AGREEMENT

1. INTRODUCTION

THANK YOU FOR CHOOSING IDRAFT PRO (‘THE PROGRAM’). PLEASE READ THIS LICENCE AGREEMENT (‘THE AGREEMENT’) CAREFULLY BEFORE INSTALLING AND USING THE PROGRAM. THIS AGREEMENT IS AN AGREEMENT BETWEEN YOU (‘THE LICENSEE’) AND IDRAFT LLP (‘THE LICENSOR’) WHICH GOVERNS THE USE OF THE PROGRAM WHICH INCLUDES ASSOCIATED MEDIA, PRINTED MATERIALS, AND ONLINE OR ELECTRONIC DOCUMENTATION. BY INSTALLING AND USING THE PROGRAM THE LICENSEE AGREES TO BE BOUND BY THE TERMS OF THIS AGREEMENT UNLESS SEPARATE TERMS HAVE BEEN AGREED IN WRITING AND SIGNED BY BOTH PARTIES. IF THE LICENSEE DOES NOT AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT THEN THE LICENSEE IS NOT PERMITTED TO INSTALL OR USE THE PROGRAM. ALL RIGHTS NOT EXPRESSLY GRANTED TO THE LICENSEE IN THIS AGREEMENT ARE RESERVED TO THE LICENSOR OR ITS SUCCESSORS IN TITLE OR ITS LICENSORS. THE PROGRAM IS BEING LICENCED NOT SOLD.

2. SYSTEM REQUIREMENTS

AS A MINIMUM WE RECOMMEND THE LICENSEE IS RUNNING WINDOWS 2000 WITH MICROSOFT OFFICE 2000 (OTHER REQUIREMENTS ARE GIVEN ON THE LICENSOR’S WEBSITE). THE LICENSEE MUST ALSO HAVE ACCESS TO AN INTERNET CONNECTION AS THE PROGRAM WILL CONNECT FROM TIME TO TIME TO THE LICENSOR’S SERVER TO CHECK THE LICENSEE’S PAYMENT STATUS. IF THE COMPUTER ON WHICH THE LICENSEE IS RUNNING THE PROGRAM DOES NOT HAVE INTERNET ACCESS THE PROGRAM WILL CEASE TO FUNCTION. IT IS THE LICENSEE’S RESPONSIBILITY TO ENSURE THE PROGRAM FUNCTIONS PROPERLY ON THE MACHINES ON WHICH THE LICENSEE INTENDS TO PURCHASE LICENCES. IF IT DOES NOT THEN THE SAME MUST BE UNINSTALLED. IF A LICENCE IS PURCHASED FOR A MACHINE UPON WHICH THE PROGRAM DOES NOT FUNCTION PROPERLY UPON INSTALLATION OR DOES NOT MEET THE MINIMUM SYSTEM REQUIREMENTS OR THE LICENSEE DOES NOT AGREE TO ALLOW THE PROGRAM TO ACCESS THE INTERNET FROM TIME TO TIME NO REFUND OF ANY OF THE LICENCE FEE WILL BE GIVEN AND TERMINATION OF THIS AGREEMENT WILL BE SUBJECT TO THE TERMS AS BELOW.

3. GRANT OF LICENCE

IN CONSIDERATION OF THE LICENSEE COMPLYING WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT THE LICENSOR HEREBY GRANTS THE LICENSEE AND THE LICENSEE HEREBY ACCEPTS A NON-TRANSFERABLE, NON-EXCLUSIVE LIMITED LICENCE TO USE THE PROGRAM.

4. TRIAL MODE

WHILST THE PROGRAM IS IN TRIAL MODE THE TERMS AND CONDITIONS OF THIS AGREEMENT APPLY SAVE THAT THE LICENSEE WILL NOT BE REQUIRED TO PAY A LICENCE FEE. ONCE THE TRIAL HAS EXPIRED THE PROGRAM WILL BE DISABLED AND THE LICENSEE WILL BE REQUIRED TO PAY A LICENCE FEE AS SET OUT BELOW TO CONTINUE USING THE PROGRAM. THE TERMS OF THIS AGREEMENT SURVIVE THE EXPIRY OF THE TRIAL PERIOD.

5. LICENCE FEE

A) IN CONSIDERATION FOR THE GRANT OF THE LICENCE AND THE USE OF THE PROGRAM A LICENCE FEE SHALL BE PAID BY THE LICENSEE AS FOLLOWS:

(I) AN INITIAL PAYMENT OF £200.00 FOR THE FIRST LICENCE IN A SINGLE ORDER AND £100.00 PER INITIAL PAYMENT FOR EACH ADDITIONAL LICENCE PLUS THE FIRST MONTH’S LICENCE FEE OF £50.00 FOR THE FIRST LICENCE AND £40.00 FOR EACH ADDITIONAL LICENCE TO BE TAKEN BY DIRECT DEBIT AS PER THE MANDATE CREATED ON LICENSING THE PROGRAM.

(II) A REGULAR MONTHLY PAYMENT THEREAFTER OF £50.00 FOR THE FIRST LICENCE AND £40.00 FOR EACH ADDITIONAL LICENCE TO BE PAID ON THE FIRST OR FIFTEENTH OF EACH MONTH BY DIRECT DEBIT.

B) THE MONTHLY LICENCE FEES CONTINUE TO REMAIN PAYABLE AS PER 5(A)(II) ABOVE UNLESS OR UNTIL NOTICE OF TERMINATION IS GIVEN BY EITHER PARTY IN ACCORDANCE WITH CLAUSE 11 (BELOW) OR UNLESS OR UNTIL NOTICE OF PROPOSED CHANGES TO THE LEVEL OF THE LICENCE FEES ARE GIVEN. IF SUCH CHANGES TAKE PLACE SIXTY (60) DAYS NOTICE WILL BE GIVEN BY THE LICENSOR TO THE LICENSEE.

C) ALL PRICES AND FEES PAYABLE PURSUANT TO THIS AGREEMENT ARE EXCLUSIVE OF V.A.T WHICH SHALL BE CHARGED IN ADDITION AT THE APPROPRIATE RATE.

D) ALL OBLIGATIONS OF THE LICENSOR UNDER THIS AGREEMENT ARE SUBJECT TO AND CONDITIONAL UPON DUE AND PROMPT PAYMENT OF ALL AMOUNTS OWNING TO THE LICENSOR. IF ANY SUM PAYABLE UNDER THIS AGREEMENT IS NOT PAID WITHIN THE SPECIFIED PERIOD THE LICENSOR RESERVES THE RIGHT TO CHARGE INTEREST ON SUCH SUM ON A DAY BY DAY BASIS FROM THE DATE OR LAST DATE FOR PAYMENT THEREOF TO THE DATE OF ACTUAL PAYMENT AT THE RATE OF 4 PERCENT ABOVE THE BASE RATE OF SANTANDER UK PLC AND IN ADDITION THE PROGRAM WILL CEASE TO FUNCTION. ONCE NOTIFIED OF A FAILURE TO PAY, SHOULD THE LICENSEE FAIL TO COMPLY WITH CLAUSE 11(B)(I) OF THIS AGREEMENT THEN THE AGREEMENT WILL BE TERMINATED. IN SUCH A CASE REACTIVATION OF THE PROGRAM WILL BE SUBJECT TO PAYMENT OF THE LICENCE FEE AS PER 5(A)(I) AND 5(A)(II) ABOVE.

6. LICENSEE’S COVENANTS

THE LICENSEE SHALL:

A) NOT MAKE ANY COPIES OF THE PROGRAM

B) NOT COPY ANY WRITTEN DOCUMENTATION ACCOMPANYING THE PROGRAM SAVE FOR THE USER GUIDE AND KEYBOARD SHORTCUT KEY SHEET WHICH MAY BE PRINTED BY THE LICENSEE FOR ITS USE

C) NOT REMOVE OR OBSCURE ANY COPYRIGHT AND TRADEMARK NOTICES OR OTHER PROPRIETARY NOTICES RELATING TO THE PROGRAM. ALL NOTICES MUST BE DUPLICATED AS THEY APPEAR ON THE PROGRAM AND ANY DOCUMENTS PRODUCED BY THE PROGRAM

D) NOT TRANSLATE, MODIFY, ADAPT, DISASSEMBLE, DECOMPILE, REVERSE ENGINEER, VARY OR CREATE DERIVATE WORKS OF THE PROGRAM OR OTHERWISE ATTEMPT TO:

I) DEFEAT, AVOID, BY-PASS, REMOVE, DEACTIVATE OR OTHERWISE CIRCUMVENT ANY OF THE PROGRAM’S PROTECTION MECHANISM INCLUDING WITHOUT LIMITATION ANY SUCH MECHANISM USED TO RESTRICT OR CONTROL THE FUNCTIONALITY OF THE PROGRAM OR

II) DERIVE THE SOURCE CODE OR THE UNDERLYING IDEAS, ALGORITHMS, STRUCTURE OR ORGANISATIONAL FORM OF THE PROGRAM

E) NOT MORTGAGE, CHARGE, ASSIGN, RENT, LEASE, SELL, SUB-LICENCE OR OTHERWISE DISPOSE OF OR TRANSFER THE PROGRAM OR ANY PART OF THIS AGREEMENT OR ANY RIGHTS CONTAINED HEREIN TO ANY THIRD PARTY

F) NOT MAKE THE PROGRAM ACCESSIBLE BY ANY TYPE OF BROADCAST OR TRANSMISSION

G) NOT INSTALL OR RUN THE PROGRAM ON A NETWORK, PROXY, LOCAL AREA NETWORK, INTERNET OR ANY OTHER KIND OF REMOTE ACCESS SERVER SAVE WHERE THE LICENSOR IS NOTIFIED OR MADE AWARE THAT THE PROGRAM IS BEING USED ON A REMOTE (OR TERMINAL) SERVER WHEREIN THE PROGRAM WILL BE RESTRICTED TO THE USER OR USERS AS AGREED BETWEEN THE LICENSOR AND THE LICENSEE. IN THE ABSENCE OF SUCH AGREEMENT THE LICENSOR’S DISCRETION IN RESTRICTING THE PROGRAM WILL BE APPLIED

H) NOT USE THE PROGRAM TO ATTRACT CUSTOMERS AWAY FROM THE LICENSOR OR TO PROCURE COMMERCIAL ADVANTAGE OVER THE LICENSOR OR TO USE IT IN ANY OTHER WAY WHICH IS LIKELY TO BE DETRIMENTAL TO THE LICENSOR OR ITS BUSINESS

I) NOT USE THE PROGRAM IN ANY WAY OTHER THAN IN A MANNER SPECIFICALLY LICENCED UNDER THIS AGREEMENT

J) NOT ENABLE A THIRD PARTY TO DO ANY OF THE ACTS UNDER THESE COVENANTS

K) INDEMNIFY THE LICENSOR, THEIR OFFICERS, EMPLOYEES AND AGENTS AND KEEP THE LICENSOR, THEIR OFFICERS, EMPLOYEES AND AGENTS INDEMNIFIED IN RESPECT OF ANY NON-COMPLIANCE BY THE LICENSEE OF ITS OBLIGATIONS UNDER THIS AGREEMENT OR ANY THIRD PARTY CLAIMS

L) THE LICENSEE’S OBLIGATION TO INDEMNIFY THE LICENSOR AND THEIR OFFICERS, EMPLOYEES AND AGENTS SET OUT IN CLAUSE 6(K) ABOVE IS A CONTINUING OBLIGATION SEPARATE AND INDEPENDENT OF THE LICENSEE’S OTHER OBLIGATIONS AND SHALL SURVIVE EXPIRATION OR WHERE RELEVANT EARLIER TERMINATION OF THIS AGREEMENT.

7. INTELLECTUAL PROPERTY RIGHTS

THE LICENSEE ACKNOWLEDGES THAT ANY AND ALL OF THE COPYRIGHT, TRADEMARKS, TRADE NAMES, PATENTS AND OTHER INTELLECTUAL PROPERTY RIGHTS SUBSISTING IN OR USED IN CONNECTION WITH THE PROGRAM INCLUDING BUT NOT LIMITED TO ALL DOCUMENTATION AND MANUALS RELATING THERETO, ALL IMAGES, ANIMATIONS, AUDIO MUSIC AND TEXT INCORPORATED INTO THE PROGRAM REMAIN THE SOLE PROPERTY OF THE LICENSOR. THE LICENSEE AGREES TO IMMEDIATELY NOTIFY THE LICENSOR OF ANY ACTUAL OR SUSPECTED INFRINGEMENT AND THE LICENSEE ALSO AGREES NOT TO USE ANY OF THE LICENSOR’S TRADEMARKS AS ANY PART OF THE NAME UNDER WHICH THE LICENSEE CONDUCTS ITS BUSINESS AND THE LICENSEE ACKNOWLEDGES THAT NO RIGHTS, LICENCE OR INTEREST IN ANY OF THE LICENSOR’S INTELLECTUAL PROPERTY ARE GRANTED OTHER THAN THOSE EXPRESSLY GRANTED IN THIS AGREEMENT.

8. LIMITATION OF LIABILITY

A) 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 LICENCE, THE PROGRAM, ITS USE OR OTHERWISE, EXCEPT TO THE EXTENT SET OUT IN CLAUSE 8(B) BELOW OR TO THE EXTENT THAT SUCH LIABILITY MAY NOT BE LAWFULLY EXCLUDED.

B) THE LICENSEE AGREES THAT THE MAXIMUM AGGREGATE LIABILITY OF THE LICENSOR WHETHER IN CONTRACT, TORT, NEGLIGENCE, STATUTORY DUTY OR OTHERWISE, FOR ANY LOSS OR DAMAGE WHATEVER ARISING FROM OR IN ANY WAY CONNECTED WITH ANY LIABILITY NOT EXCLUDED BY THIS AGREEMENT OR BY JUDGMENT OF THE COURT SHALL BE LIMITED TO THE AMOUNT PAID FOR THE LICENCE FEE FOR THE PERIOD IN WHICH THE LIABILITY IS HELD TO APPLY. THIS LIMIT SHALL ALSO APPLY IN THE EVENT THAT ANY EXCLUSION OR OTHER PROVISION CONTAINED IN THIS AGREEMENT IS HELD TO BE INVALID FOR ANY REASON AND THE LICENSOR BECOMES LIABLE FOR LOSS OR DAMAGE THAT COULD OTHERWISE HAVE BEEN LIMITED.

C) THE LICENSOR EXPRESSLY EXCLUDES LIABILITY FOR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL LOSS OR DAMAGE WHICH MAY ARISE IN RESPECT OF THE PROGRAM, ITS USE, THE SYSTEM OR IN RESPECT OF OTHER EQUIPMENT OR PROPERTY, OR FOR LOSS OF PROFIT, BUSINESS, REVENUE, GOODWILL OR ANTICIPATED SAVINGS.

9. ASSUMPTION OF RISK

THE LICENSEE ACKNOWLEDGES AND AGREES THAT:

A) THE PROGRAM MAY HAVE INHERENT DEFECTS, ERRORS OR DEFICIENCIES

B) THE LICENSEE USES THE PROGRAM, ANY DOCUMENTS IT PRODUCES AND ANY ADVICE, OPINIONS OR INFORMATION SUPPLIED BY THE LICENSOR, ITS OFFICERS, EMPLOYEES OR AGENTS CONCERNING THE PROGRAM AT THE LICENSEE’S OWN RISK

C) IT IS THE RESPONSIBILITY OF THE LICENSEE TO MAKE ITS OWN ASSESSMENT OF THE SUITABILITY AND ACCURACY OF THE PROGRAM AND ANY INFORMATION OR DOCUMENTS IT PRODUCES BEFORE ANY SUCH INFORMATION OR DOCUMENTS ARE USED IN THE COURSE OF THE LICENSEE’S ENTERPRISE IN RELATION TO WHICH THE LICENSEE ACCEPTS THAT LIABILITY FOR ANY OMISSIONS OR INACCURACIES RESULTING FROM USE OF THE PROGRAM REST WITH THE LICENSEE AND CANNOT BE ASSIGNED OR TRANSFERRED TO THE LICENSOR

D) THE PROGRAM IS SUPPLIED ON THE UNDERSTANDING THAT THE LICENSEE WILL NOT HOLD THE LICENSOR, THEIR OFFICERS, EMPLOYEES OR AGENTS LIABLE FOR ANY LOSS OR DAMAGE RESULTING FROM THE LICENSEE’S USE OF THE PROGRAM; AND

E) WITHOUT LIMITING THE GENERALITY OF CLAUSE 8 OF THIS AGREEMENT, THE LICENSEE ACCEPTS THIS AGREEMENT ON THE CONDITION THAT THE LICENSOR GIVES NO WARRANTY, WHETHER EXPRESS OR IMPLIED;

(I) AS TO THE MERCHANTABLE QUALITY OF THE PROGRAM

(II) THAT THE PROGRAM OR ANY PART OF IT DOES NOT INFRINGE INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY

(III) THAT THE PROGRAM WILL BE SUITABLE FOR A PARTICULAR PURPOSE

(IV) THAT USE OF THE PROGRAM WILL PROVIDE ANY FINANCIAL OR MONETARY ADVANTAGE

(V) THAT THE PROGRAM IS OR WILL BE ERROR FREE

(VI) THAT THE PROGRAM WILL NOT FAIL TO OPERATE OR OPERATE WITHOUT ERROR

10. SUPPORT/UPGRADES

THE LICENSEE WILL PROVIDE SUPPORT FOR THE USE OF THE PROGRAM AS SET OUT FROM TIME TO TIME ON THE LICENSOR’S WEBSITE. THE LICENSOR WILL NOT PROVIDE SUPPORT OTHER THAN IN RELATION TO THE USE OF THE PROGRAM AND SUCH ADVICE WILL BE SUBJECT TO CLAUSES 8 AND 9 OF THIS AGREEMENT. FAILURE BY THE LICENSOR TO PROVIDE SUPPORT FOR ANY REASON DOES NOT CONSITUTE A BREACH OF THIS AGREEMENT. COMPLIANCE WITH THE TERMS OF THIS AGREEMENT ALLOWS THE LICENSEE TO DOWNLOAD THE LATEST VERSION OF THE PROGRAM. THE LICENSEE IS REQUIRED TO ENSURE THAT THE LATEST VERSION OF THE PROGRAM IS INSTALLED AND THE LICENSOR RESERVES THE RIGHT TO REFUSE TO SUPPORT PREVIOUS VERSIONS. IN THE EVENT THAT IT IS NECESSARY FOR THE PROGRAM TO UNDERGO EXTENSIVE REWORKING THE LICENSOR RESERVES THE RIGHT TO VARY THE LICENCE FEE AS DETAILED IN CLAUSE 5 OR TO CHARGE A FURTHER ADDITIONAL PAYMENT. SIXTY (60) DAYS NOTICE OF ANY VARIANCE WILL BE GIVEN BY THE LICENSOR TO THE LICENSEE. FOLLOWING AN UPGRADE SUCH AS DESCRIBED IN THE PREVIOUS BUT ONE SENTENCE SHOULD THE LICENSEE NOT INSTALL THE NEW UPGRADE OR FAIL TO PAY ANY ADDITIONAL FEE OR NOT AGREE TO THE INCREASED LICENCE FEE THEN THE LICENSOR RESERVES THE RIGHT TO REFUSE SUPPORT. SUCH REFUSAL TO UPGRADE OR PAY AN INCREASED LICENCE FEE OR ADDITIONAL AMOUNT MAY ALSO CONSTITUTE A BREACH OF THIS AGREEMENT IF NOTICE IS NOT GIVEN IN ACCORDANCE WITH CLAUSE 11.

11. TERMINATION

A) THIS LICENCE SHALL COMMENCE UPON INSTALLATION OF THE PROGRAM AND SHALL CONTINUE UNTIL TERMINATED IN ACCORDANCE WITH THIS CLAUSE OR AS OTHERWISE PROVIDED IN THIS LICENCE.

B) SAVE FOR A BREACH IN ACCORDANCE WITH CLAUSE 5(D) THE LICENSOR MAY BY NOTICE IN WRITING TO THE LICENSEE TERMINATE THIS LICENCE IF:

(I) THE LICENSEE IS IN BREACH OF ANY TERM, CONDITION OR PROVISION OF THIS LICENCE OR REQUIRED BY LAW AND FAILS TO REMEDY SUCH BREACH (IF CAPABLE OF REMEDY) WITHIN FOURTEEN (14) DAYS OF HAVING RECEIVED WRITTEN NOTICE FROM THE LICENSOR SPECIFYING SUCH BREACH; OR

(II) IF LICENSEE CEASES TO CARRY ON BUSINESS OR A SUBSTANTIAL PART THEREOF OR ENTERS INTO LIQUIDATION WHETHER COMPULSORY OR VOLUNTARY OTHER THAN FOR THE PURPOSE OF AMALGAMATION OR RECONSTRUCTION OR COMPOUNDS WITH ITS CREDITORS GENERALLY OR HAS A RECEIVER OR MANAGER OR ADMINISTRATOR APPOINTED OVER ALL OR ANY PART OF ITS ASSETS OR BECOMES UNABLE TO PAY ITS DEBTS AS THEY FALL DUE.

C) EITHER PARTY MAY TERMINATE THIS LICENCE BY GIVING THE OTHER PARTY NOT LESS THAN THIRTY (30) DAYS WRITTEN NOTICE.

D) UPON TERMINATION OF THIS AGREEMENT THE PROGRAM WILL CEASE TO FUNCTION

12. FORCE MAJEURE

THE LICENSOR SHALL BE UNDER NO LIABILITY TO THE LICENSEE IN RESPECT OF ANYTHING WHICH, APART FROM THIS PROVISION, MAY CONSTITUTE BREACH OF THIS LICENCE ARISING BY REASON OF FORCE MAJEURE, WHERE SUCH EVENT IS BEYOND THAT PARTY’S REASONABLE CONTROL.

13. CONFIDENTIALITY

A) IF DURING THE PERFORMANCE OF ITS OBLIGATIONS UNDER THIS LICENCE EITHER PARTY (“THE RECEIVING PARTY”) IS EXPOSED TO ANY INFORMATION OF THE OTHER (“THE DISCLOSING PARTY”) WHICH THE DISCLOSING PARTY IDENTIFIES AS BEING OF A CONFIDENTIAL OR SENSITIVE NATURE, THE RECEIVING PARTY SHALL RESPECT THE CONFIDENTIALITY OF SUCH INFORMATION AND WILL NOT USE IT SAVE INSOFAR AS ITS USE IS NECESSARY IN THE PERFORMANCE OF ITS OBLIGATIONS UNDER THIS LICENCE AND THE RECEIVING PARTY SHALL RESTRICT DISSEMINATION OF SUCH INFORMATION TO ITS EMPLOYEES ON A NEED-TO-KNOW BASIS.

B) THE OBLIGATIONS ACCEPTED BY THE RECEIVING PARTY UNDER CLAUSE 13(A) ABOVE SHALL NOT APPLY TO ANY MATERIAL WHICH:

(I) IS ALREADY KNOWN TO THE RECEIVING PARTY; OR

(II) IS PUBLIC KNOWLEDGE OR ENTERS THE PUBLIC DOMAIN WITHOUT FAULT ON THE RECEIVING PARTY’S PART; OR

(III) IS LAWFULLY RECEIVED FROM A THIRD PARTY; OR

(IV) IS ORDERED TO BE DISCLOSED BY A COURT OR OTHER TRIBUNAL OF COMPETENT JURISDICTION.

C) THE OBLIGATIONS UPON THE RECEIVING PARTY UNDER CLAUSE 13(A) SHALL NOT OBLIGE THE RECEIVING PARTY TO EXERCISE A HIGHER DEGREE OF CARE TOWARDS THE DISCLOSING PARTY’S CONFIDENTIAL INFORMATION THAN IT DOES TOWARDS ITS OWN INFORMATION OF A LIKE NATURE.

14. MISCELLANEOUS

A) THIS AGREEMENT SHALL BE GOVERNED BY AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF ENGLAND AND WALES AND NOT BY THE 1980 U. N. CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS. IF THIS AGREEMENT HAS BEEN TRANSLATED INTO A LANGUAGE WHICH IS NOT ENGLISH AND A DISPUTE ARISES AS TO THE MEANING/ TRANSLATION OF ANY TERM OF THIS AGREEMENT, THE INTERPRETATION OF THE ENGLISH VERSION SHALL PREVAIL. THE PARTIES AGREE TO SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE ENGLISH AND WELSH COURTS.

B) THIS AGREEMENT CONSTITUTES THE ENTIRE AGREEMENT BETWEEN THE LICENSOR AND THE LICENSEE AND SUPERSEDES ALL PRIOR AGREEMENTS, UNDERSTANDINGS, COMMUNICATIONS, ADVERTISING, PROPOSALS OR REPRESENTATIONS, ORAL OR WRITTEN, BY EITHER PARTY.

C) IF ANY CLAUSE OF THIS AGREEMENT IS HELD INVALID, ILLEGAL OR UNENFORCEABLE BY A COURT OF COMPETENT JURISDICTION, SUCH PROVISION SHALL BE SEVERED AND IF POSSIBLE REVISED TO THE EXTENT NECESSARY TO CURE THE INVALIDITY, ILLEGALITY OR NON-ENFORCEABILITY, AND THE REMAINDER OF THIS AGREEMENT SHALL CONTINUE IN FULL FORCE AND EFFECT.

D) ANY CHANGE TO THIS AGREEMENT SHALL ONLY BE VALID IF IT IS IN WRITING AND SIGNED BY AN AUTHORISED REPRESENTATIVE OF BOTH THE LICENSOR AND THE LICENSEE.

E) NO FAILURE, DELAY, RELAXATION OR FORBEARANCE ON THE PART OF EITHER PARTY IN EXERCISING ANY POWER OR RIGHT UNDER THIS AGREEMENT SHALL OPERATE AS A WAIVER OF SUCH POWER OR RIGHT OR OF ANY OTHER POWER OR RIGHT.

F) THIS AGREEMENT AND THE LICENCE GRANTED PURSUANT TO THIS AGREEMENT ARE PERSONAL TO THE LICENSEE AND EXCEPT WHERE PERMITTED ABOVE THE LICENSEE SHALL NOT ASSIGN THE BENEFIT OF OR ANY INTEREST OR OBLIGATION UNDER THIS AGREEMENT.

G) APART FROM THE LICENSOR’S LICENSORS, A PERSON WHO IS NOT A PARTY TO THIS LICENSE AGREEMENT HAS NO RIGHT UNDER THE CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999 OR OTHERWISE TO ENFORCE ANY TERM OF THIS LICENSE AGREEMENT. THE CONSENT OF ANY THIRD PARTY IS NOT REQUIRED FOR ANY VARIATION (INCLUDING ANY RELEASE OR COMPROMISE OF ANY LIABILITY UNDER THIS LICENSE AGREEMENT) OR TERMINATION OF THIS LICENSE AGREEMENT.

H) CLAUSES 6, 7, 8, 9, 12, 13 AND 14 OF THIS AGREEMENT SURVIVE THE TERMINATION OF THIS AGREEMENT

I) ALL NOTICES SHALL BE GIVEN IN WRITING TO THE LICENSOR AT LICENCE@IDRAFT.CO.UK AND NOTICE WILL BE DEEMED RECEIVED ONCE A READ RECEIPT OR ACKNOWLEDGEMENT IS SENT BY THE LICENSOR.

J) THIS AGREEMENT IS AVAILABLE WITHIN THE PROGRAM FOLDER.