LICENCE AGREEMENT 1. DEFINITIONS 1.1 The rules of interpretation and definitions in this clause apply to this Licence: Capgemini: means Capgemini Italia S.p.A., a company under the direction and coordination of the Company Cap Gemini S.E., registered to the Chamber of Commerce/R.E.A. of Rome at n. 10365640159 and existing under the laws of Italy, with registered office in Rome, 00173, Via di Torre Spaccata n. 140, Tax Code 10365640159 and V.A.T. n. 04877961005. Client: means ___________, ____________. IP Product: means the software described in Annex [.] and any content in any medium or form provided by Capgemini to the Client under or in connection with this Licence. Hardware System: means the hardware and software environment on which the IP Product is installed. Parties: means Capgemini and the Client. Party: means either Capgemini or the Client. 2. GRANT AND SCOPE OF LICENCE 2.1 In consideration of the payment of the licence fee Capgemini hereby grants to the Client a non-exclusive, non-transferable licence to use the IP Product and any permitted modification or derivative work under the terms of this Licence. 2.2 The Licence does not give to the Client any additional rights to use Capgemini name and/or brand. 3. RESTRICTIONS 3.1 Except as expressly set out in this Licence or as permitted by any local law, the Client undertakes: (a) not to copy the IP Product except for data security reasons (back-up); (b) not to rent, lease, sub-license or re-sell the IP Product or any permitted modification or derivative work; (c) not to adapt, vary, modify or create derivative works based on the whole, or any part, of the IP Product nor attempt to do any such things; (d) not to transfer, not even for free, a copy of the IP Product to third parties, subsidiaries, affiliated, associated or investee companies, even when selling, leasing or outsourcing a company; (e) to ensure that the Client employees and representatives use the IP Product and any permitted modification or derivative work in accordance with the terms of this Licence; (f) not to provide, or otherwise make available, the IP Product in any form, in whole or in part (including, but not limited to, program listings, object and source program listings, object code and source code, permitted modification and derivative work) to any person (including, without limitation, the Client employees) without prior written consent from Capgemini. 4. DELIVERY AND INSTALLATION 4.1 The Client shall prepare the infrastructure and the Hardware System needed to host the IP Product and Capgemini shall deliver, install and activate a copy of the IP Product. Risk in any tangible media on which the IP Product is delivered shall pass to the Client on delivery. 4.2 The License will be effective starting from the full payment of the Licence fee as defined in Article 8. 5. INTELLECTUAL PROPERTY RIGHTS 5.1 The Client acknowledges that all intellectual property rights in the IP Product belong to Capgemini. The rights in the IP Product are licensed (not sold) to the Client and the Client has no rights in, or to, the IP Product other than the right to use it in accordance with the terms of this Licence. 5.2 The Client acknowledges that it has no right to have access to the IP Product in source code form or in unlocked coding or with comments. 6. LIMITED WARRANTY 6.1 Subject to clauses 3.1 and 6.3 of this Licence, Capgemini warrants that the IP Product will, when properly used, perform substantially in accordance with the functions described in the accompanying documentation for a period of 30 days from the date of purchase of the IP Product (Warranty Period). 6.2 If, within the Warranty Period, the Client notifies Capgemini in writing of any defect or fault in the IP Product as a result of which it fails to perform in accordance with the warranty given in clause 6.1, Capgemini will, at its sole option, either repair or replace the IP Product, provided that the Client make available all the information that may be necessary to assist Capgemini in resolving the defect or fault, including sufficient information to enable Capgemini to recreate the defect or fault. 6.3 The warranty does not apply: (a) if the defect or fault in the IP Product results from the Client having modified the IP Product or from Client's negligence or incompetence or in case of force major or other causes that are attributable to third parties; (b) if the defect or fault in the IP Product results from the Client having used the IP Product in contravention with the terms of this Licence or other Capgemini operative rules; (c) if the defect or fault in the IP Product results from the incorrect installation or configuration of the IP Product by the Client or a third party or is attributable to the host system malfunctioning; (d) if the defect or fault in the IP Product, in the reasonable opinion of Capgemini, results from its use in conjunction with other software, hardware or program not authorized in writing by Capgemini. 6.4 The Client acknowledges that the IP Product may not be free of errors or bugs and agrees that the existence of any minor errors shall not constitute a breach of this Licence. 7. LIMITATION OF LIABILITY 7.1 The IP Product is freely chosen by the Client as a part of its IT system, therefore the Client acknowledges that it meets its needs. 7.2 Capgemini only supplies the IP Product for internal use by the Client business and the Client agrees not to use the IP Product, including any permitted modification or derivative work, for any re-sale purposes. 7.3 Capgemini shall not under any circumstances whatever be liable to the Client, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, howsoever arising for: (a) loss of profits, sales, business, or revenue; (b) business interruption; (c) loss of anticipated savings; (d) loss or corruption of data or information; (e) loss of business opportunity, goodwill or reputation; or (f) any indirect or consequential loss or damage. 7.4 Other than the losses set out in condition 7.3 (for which Capgemini is not liable) Capgemini maximum aggregate liability under or in connection with this Licence whether in contract, tort (including negligence) or otherwise and howsoever arising, shall in all circumstances be limited to a sum equal to 100% of the Licence Fee defined in Article 8. 7.5 Nothing in this Licence shall limit or exclude Capgemini liability for: (a) death or personal injury resulting from Capgemini negligence; (b) gross negligence or willful misconduct; (c) any other liability that cannot be excluded or limited by Italian law. 7.6 Capgemini shall not be liable for any claim made more than one (1) years after termination of this Licence. 7.7 This Licence sets out the full extent of Capgemini obligations and liabilities in respect of the supply and use of the IP Product. Except as expressly stated in this Licence, there are no conditions, warranties, representations or other terms, express or implied, that are binding on Capgemini. Any condition, warranty, representation or other term concerning the supply of the IP Product which might otherwise be implied into, or incorporated in, this Licence whether by statute, common law or otherwise, is excluded to the fullest extent permitted by law. 8. PRICE AND PAYMENT 8.1 The Client shall pay to Capgemini the Licence fee specified in Annex [.] with advanced payment to be fulfilled within 30 days from invoicing date. 8.2 All sums payable under this Licence are exclusive of VAT or any relevant local sales taxes, for which the Client shall be responsible. 8.3 In case of a delay in payment by the Client, late interests will be applied in favour of Capgemini, with no need to place in default. The Client shall pay the interests together with the overdue amount. 9. TERMINATION 9.1 Capgemini may terminate this Licence immediately by written notice if the Client commits: (a) a material or persistent breach of this Licence; or (b) a breach of clause 8.1 of this Licence; and the Client fails to remedy (if remediable) within 10 days from Capgemini’s written notice. 9.2 Capgemini may terminate this Licence without cause upon 1 month’s written notice to the Client. 9.3 Upon termination for any reason: (a) all rights granted to the Client under this Licence shall cease; (b) the Client must cease all activities authorised by this Licence; and (c) the Client must immediately delete or remove the IP Product from all computer equipment in its possession and immediately destroy or return to Capgemini (at Capgemini's option) all copies of the IP Product in its possession, custody or control and, in the case of destruction, certify in writing to Capgemini that it has done so. 10. CONFIDENTIALITY 10.1 The Parties agree to treat in confidence the other’s data, documentation and information which is marked confidential or which is, by its nature, clearly confidential (Confidential Information). The Parties further agree not to disclose any Confidential Information to any other person other than its own employees under conditions of confidentiality and then only to the extent required for proper implementation and utilisation and the proper performance of this Licence. Nothing contained in this Licence shall be construed to impose confidentiality obligations on the other party in respect of: (a) any matter appearing in public literature or otherwise within the public domain unless the information is in the public domain as a result of a breach of this Licence by that Party; (b) any information or knowledge possessed by that Party prior to disclosure to it by the other or rightfully acquired from sources other than the other Party; or (c) any information or knowledge acquired in a bona fide arm’s length transaction by the Party making the disclosure. 11. GENERAL TERMS 11.1 Any notice given by a Party to the other will be deemed received and properly served 24 hours after an e-mail is sent, or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that such e-mail was sent to the specified e-mail address of the addressee. 11.2 Capgemini may transfer its rights and obligations under this Licence to another organisation, but this will not affect Client’s rights or Capgemini’s obligations under this Licence. 11.3 The Client may transfer its rights or obligations under this Licence to another organization only if Capgemini agrees in writing. 11.4 This Licence, and any document expressly referred to in it, constitutes the entire agreement between the Parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. The Client agrees to have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Licence. The Client agrees to have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Licence or any document expressly referred to in it. 11.5 If a Party fails to insist that the other Party performs any obligation under this Licence, or if a Party does not enforce its rights against the other Party, or if a Party delays in doing so, that will not mean that the non-breaching Party has waived its rights against the other and will not mean that the other does not have to comply with those obligations. If a Party does waive a default by the other, the non-defaulting Party will only do so in writing, and that will not mean that it will automatically waive any later default by the other Party. 11.6 Each of the conditions of this Licence operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain in full force and effect. 11.7 This Licence, its subject matter and its formation (and any non-contractual disputes or claims) are governed by Italian law. Each Party irrevocably agrees to the exclusive jurisdiction of the court of Milan, Italy.