PRODUCT LICENSE AGREEMENT

The Licensor and the Licensee shall hereinafter, wherever the context permits, collectively be referred to as the “Parties” and individually as the “Party”.

RECITALS:

A.	The Licensor is inter alia engaged in the business of developing data and software products. 

B.	The Licensor has developed and/or acquired and owns all right, title and interest in Access Hub, Evidence Library and Nuro (“Products”).

C.	The Licensee is engaged in the business of [●] (“Licensee Business”).

D.	The Licensee has approached the Licensor to seek a license for the use of the Product(s) as outlined in Annexure 1, to be used solely for the purposes of the Licensee Business and the Licensor has agreed to grant a non-exclusive license to the Licensee for the License Term (defined below) to use the Product on the terms and conditions set out in this Agreement. 

E.	The Parties have agreed to enter into this Agreement to capture the understanding between them. 

NOW, THEREFORE IN CONSIDERATION OF THE MUTUAL COVENANTS AND AGREEMENTS SET FORTH HEREIN AND FOR OTHER GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF WHICH IS HEREBY ACKNOWLEDGED, THE PARTIES HERETO AGREE AS FOLLOWS:

1.	Grant of License	
The Licensor hereby grants to the Licensee a revocable, non-exclusive, personal, non-transferable, non-assignable right to use / license to the following:    
 
a)	Software, tool or platform developed and owned by the Licensor (“Product”) for the Term solely for the purposes of conducting the Licensee Business through the Product; and 

b)	Licensor’s software, software development tools, supplies, proprietary information, technology and other Intellectual Property (“Licensor Technology”) solely in order to enable Licensee to carry out the Licensee Business. The Licensor will make available to Licensee at no additional cost any Update or Upgrade to the Licensor Technology that Licensor may develop. It is hereby clarified that Licensor shall not be obliged to develop any Upgrade at any point of time.

The Licensor may develop or acquire any customised software, tool or platform (“Customised Product”) in furtherance to providing customised services under this Agreement as may be required or ordered specifically by the Licensee as detailed in Schedule – II of this Agreement. 
For the purpose of this Agreement, (a) “Update” shall mean such change or modification in the Licensor Technology that fixes or otherwise corrects faults or design defects and (b) “Upgrade” means each version of Licensor Technology that reflects any substantial operational and performance modification or change from the immediately preceding version of the Licensor Technology. 

2.	Goodwill	
Any and all goodwill arising from Licensee’s use of the Licensed Assets shall inure solely and exclusively to Licensor’s benefit, and upon expiration or termination of this Agreement and the license herein granted, no monetary amount shall be assigned as attributable to any goodwill associated with Licensee’s use of the Product and Licensed Technology (collectively referred as “Licensed Assets”).

3.	Terms of Use	
During the Term, the Licensee shall have the right to use Licensed Assets without requiring any consent from the Licensor, unless otherwise expressly provided under this Agreement. However, the Licensee shall not directly or indirectly:

(a)	impair, damage or be detrimental to the rights, reputation and goodwill associated with Licensor, its Affiliates, shareholders or directors and/or the brand name;

(b)	use the Licensed Assets in a manner which is likely to result into any third-party claim against the domain name registration and/ or Licensor, its Affiliates, shareholders or directors;

(c)	use the Licensed Assets to publish any content generated by or on behalf of the Licensor;

(d)	make any representation or do any act which may be taken to indicate that it has any right, title or interest in or to the Licensed Assets, except for the license therein as set forth in this Agreement.

(e)	use the Licensed Assets for any illegal purpose;

(f)	introduce any malicious codes or harmful files, agents or programs into the Licensor Technology / source code to the Licensor Technology or carry out any actions which may corrupt the Licensor Technology. The Licensee shall not make or retain any copies of the source code to the Licensor Technology; 

(g)	use any backup or archival copies of Licensor Technology (or allow someone else to use such copies) for any purpose other than to replace the original copy in the event it is destroyed or becomes defective;

(h)	disassemble, decompile or “unlock”, reverse engineer, or in any manner decode the Licensor Technology for any reason; 

(i)	Unless otherwise approved in writing by the Licensor, establish, operate or develop a similar product;

(j)	Re-sell, grant any rights to third parties to the Licensed Assets, or lease, time-share, lend or rent the Licensed Assets to third parties without the prior written consent of the Licensor and in accordance with such terms as may be mutually agreed by the Parties.

(k)	use or allow any third party to make use of the Licensor Technology except as specified in this Agreement.

4.	Ownership of IP	
The Licensee acknowledges that the Licensor is and shall continue to be the owner of the Licensed Assets and nothing in this Agreement or otherwise, shall convey to the Licensee or any other Person claiming through it, any right or ownership, including any Intellectual Property Rights, title or interest in or to the Licensed Assets, except to the limited extent provided hereunder.

The Licensee acknowledges that it holds no ownership in the Licensed Assets. Licensor reserves the right to cancel or suspend the License provided herein and the Licensee's right to use any of the Licensed Assets, or to substitute different Licensed Assets during the Term upon written notice, if Licensor decides in its own discretion that such cancellation, suspension or substitution is necessary or appropriate. The Parties shall amend this Agreement at the appropriate time in order to effect the cancellation, suspension or substitution of any of the Licensed Assets

For the purpose of this Agreement, “Intellectual Property” includes but not limited to, any and all ideas, creations, domain names, copyrighted works, inventions, trademarks, service marks, audio-visual works, designs, processes, systems, computer software, computer programs, proprietary techniques and other confidential and proprietary information. 

“Intellectual Property Rights”  shall mean (i) all rights, title, and interest under any statute or under common law including patent rights; copyrights including moral rights; and any similar rights in the Intellectual Property, anywhere in the world, whether registered or not; (ii) any licenses, permissions and grants in connection therewith; (iii) applications for any of the foregoing and the right to apply for them in any part of the world in respect to the Intellectual Property; (iv) right to obtain and hold appropriate registrations in Intellectual Property under Applicable Laws, (v) all extensions and/or renewals thereof; (vi) causes of action in the past, present or future, related thereto including the rights to damages and profits, due or accrued, arising out of past, present or future infringements or violations thereof and the right to sue for and recover the same; and (vii) all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.    

5.	Fees	
In consideration of the grant of license to use the Licensed Assets, the Licensee has agreed to pay to Licensor (i) fees towards the grant of the license of Product (“Product License Fees”), additional fees as applicable, towards the grant of license of Customised Product (“Customised License Fees”) and if applicable, fees towards the grant of the license of Licensor Technology (“Technology License Fee”) (collectively the “License Fees”) as set out in Schedule - I and Schedule - II. The License Fees may be revised with mutual consent of the Parties.

Licensee shall make the payments under this Agreement within ten (10) business days of receipt of the relevant invoice from the Licensor.

6.	Representations, Warranties and Covenants	  
The Licensee hereby covenants and undertakes:

a)	to maintain accurate and complete books and records and information in connection with the Licensee Business;

b)	to comply with all Applicable Laws in the conduct of the Licensee Business;

c)	to allow the Licensor and its authorized representatives to inspect, during normal business hours, the current status of and the Licensee’s use and operation of the Licensor Technology; 

d)	Not to acquire rights in or register or attempt to register in any country of the world the Licensed Assets or any other intellectual property, comprising, imitating or confusingly similar to any of the Licensed Assets;

e)	Not to challenge or contest Licensor's ownership, right, title or interest to the Licensed Assets;

f)	If any suit, action or other proceeding involving any claim of intellectual or industrial property infringement shall be threatened or instituted against Licensee based upon Licensee's permitted use hereunder of the Licensed Assets, Licensee shall notify Licensor promptly thereof and shall send to Licensor copies of any such papers which shall have been served in such suit, action or proceeding.  Licensor may control the defense of such suit at Licensor's own cost and expense.  Licensee shall cooperate fully in the defense of any such suit;

g)	To immediately notify the Licensor about the unauthorized use of the Licensed Assets, any infringement or threatened infringement of Licensor's rights to the Licensed Assets. Licensee shall take no other action with regard, unless so instructed in writing by Licensor.  Licensor shall have the right, at its own cost, to prosecute or otherwise stop or prevent such actual or threatened infringement in the name of both Licensor and Licensee or either of them, and in each case Licensee shall render all assistance required by Licensor. All amounts received by Licensor in connection with any action taken against such infringement pursuant to this Article shall either be the property of Licensor, if Licensor prosecutes such claim, or, in any other cases, the property of the party under whose name the prosecution is made; and

h)	The Licensee shall provide to the Licensor such information and reports pertaining to the Licensee Business that the Licensor may reasonably require for creation, maintenance or upgrading of Licensor Technology and providing the services specified herein.

7.	Term and Termination	
This Agreement shall be effective from [●] (the “Effective Date”) and shall remain valid until terminated (the “Term”). 

The Licensor shall be entitled to terminate this Agreement (a) immediately in the event of fraud, misrepresentation and wilful neglect done by the Licensee or (b) by serving 30 days’ notice in the event of any breach of any term, obligation, representation and warranties, and covenant by the Licensee as provided under this Agreement.
The Parties may, by mutual understanding in writing, terminate this Agreement within such period as may be mutually agreeable.

In the event, the Agreement is terminated or expires, the Licensee (a) shall immediately cease to have the rights to use the Licensed Assets and (b) return to the Licensor or destroy all Confidential Information. 

Termination of this Agreement shall not relieve the Licensee of any of its obligations or liabilities and affect the rights and remedies of the Licensor, which have accrued prior to the date of termination.

8.	Non-Compete	
The Licensee shall not conduct any business similar to the Licensor’s business for a period of 12 (twelve) months from the date of termination.

9.	Limitation of Liability	
The Licensor shall have no liability with respect to its obligations under this Agreement or otherwise for any damages (including punitive damages) arising from indirect, consequential, exemplary, special and incidental events which may give rise to loss of income, profit and savings. In any event, the liability of the Licensor shall be limited to the extent of 3 (three) months of License Fee paid from date of such claim arising and made in writing.  

10.	Indemnity	
The Licensee shall indemnify, defend, hold harmless the Licensor, its directors, its shareholders  and its affiliates and shall always keep and hold the Licensor harmless against any liabilities, costs, charges, expenses (including reasonable attorney fees) claims, demands, actions, direct damages or losses of any nature whatsoever which may at any time be incurred or suffered by or imposed on the Licensor as a result of (a) any breach by the Licensee of the terms and conditions contained under this Agreement; or (b) any breach of the representations, warranties and covenants provided by the Licensee; or (c) any gross negligence or wilful misconduct of Licensee in the performance of its obligations in connection with this Agreement; or (d) any use of the Licensed Assets by Licensee in a manner does not conform, directly or indirectly, with the instructions, directions, guidelines, specifications or the like provided by the Licensor to the Licensee for use of the Licensed Assets; or (e) any breach of the applicable law. The indemnification rights of each Party under this Agreement will not be the exclusive remedy of such Party with respect to the claims to which such indemnification relates.  

11.	Confidentiality Obligations	
“Confidential Information” means any information or material whether or not marked “Confidential”, “Restricted” or with such other restrictive legend; information proprietary to a Party, including without limitation, designs, drawings, reports, specifications, procedures, proprietary software including source code and documentation; and any other technical or commercial information and data or any other form of information disclosed which may be reasonably construed to be confidential which either Party may disclose to the other Party under this Agreement and shall include all matters related to the (i) Intellectual Property; (ii) Licensor Technology and (iii) the Product (“Information”).

The Licensee agree that Information exchanged shall be kept confidential and shall not be disclosed or given to any third party or made use of in any manner otherwise than for the purposes agreed herein, during and after the expiry or termination of this Agreement without the prior written consent of the disclosing Party. 

The Licensee may share any Information strictly on a “Need to Know” and “Need to Have” basis and only for the limited purposes explicitly set out in this Agreement. Only under prior written approval of the Licensor, Licensee may disclose Information to any statutory auditors, judicial, regulatory or governmental authorities. 

This clause shall survive any expiry or termination of this Agreement.

12.	Governing Law and Jurisdiction	
This Agreement shall be governed by and construed in accordance with the laws of England. The courts at London shall have the jurisdiction over disputes arising out of this Agreement.  

13.	Dispute Resolution	
In the event any dispute between the Parties remain unresolved for 1 (one) month by mutual discussion, the Parties may refer the disputed matter to arbitration in accordance with the Arbitration Act, 1996 (“Act”) which shall be carried out by a sole arbitrator, appointed by the Licensor. 

The venue and seat of the arbitration shall be courts at London.

Nothing shall preclude a Party from seeking interim equitable or injunctive relief, or both, from any court having jurisdiction to grant the same and it shall not be a waiver of the duty of the Parties to pursue any remedy for monetary losses through the arbitration described in this Clause 13.

14.	Miscellaneous	
a)	Neither this Agreement nor any right or obligation hereunder or part hereof may be assigned by the Licensee without the prior written consent of the Licensor and any attempt to do so shall be void.  
b)	This Agreement, including the recitals and schedules, supersedes all prior discussions and agreements between the Parties with respect to the subject matter of this Agreement, and this Agreement contains the sole and entire agreement between the Parties hereto with respect to the subject matter hereof.
c)	No modification or amendment to this Agreement and no waiver of any of the terms or conditions hereto shall be valid or binding unless made in writing and duly executed by all the Parties.
d)	Any and all provisions of this Agreement which by their nature survive termination, shall survive and continue in full force and effect after the termination of this Agreement.
e)	If any part or application of this Agreement is adjudged by any court of competent jurisdiction to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions or other applications shall in no way be affected or impaired thereby and shall be enforced to the maximum extent permitted by the applicable law.