C am br i dgeC ry stallo gra ph i cDat aCent

reLicence and Support Agreement
Agreement Number:
THIS AGREEMENT is made on DD/MM/YYYY
BETWEENThe Cambridge Crystallographic Data Centre (a company limited by guarantee and registered in England andWales with company number 2155347, registered charity number 800579) of 12 Union Road, Cambridge CB21EZ, UK (Licensor) ANDof(Licensee)
This agreement grants the Licensee a non-exclusive licence to use any software products, databases, andassociated documentation and other resources, supplied by the Licensor or its subsidiary, CCDC Software
Limited (a company registered in England and Wales with company number 03483374), subject to thefollowing terms and conditions, to the exclusion of all other terms and conditions specified by the Licensee orimplied by law.
1. In the case of purchase, usage shall be restricted to a named product or product suite, to a number ofcopies or processes or otherwise specified level of usage, and to a time period, which will be specified on aformal quotation supplied by the Licensor or a duly appointed agent. Fees payable will also be specified
thereon. Agreement to make payment under the terms on the quotation shall be signified by the provisionof a formal purchase order referencing this Agreement and the quotation, or by the return of a signed copyof the quotation or such other unambiguous evidence as may be agreed between the parties that confirms
the Licensee's acceptance of the terms of this Agreement and the quotation. All sums becoming due toLicensor under this Agreement: (i) are, unless otherwise expressly stated, exclusive of any Value Added Tax,
which Licensee shall pay in addition if Licensor is obliged by law to charge it; and (ii) shall be paid byLicensee in full without any set-off, withholding or other deduction whatsoever (and in the case that any
deduction or withholding is required by law Licensee shall gross up the amount due to Licensor such that,after the deduction or withholding has been made, Licensor still receives the full amount due to it).
2. Usage of the licensed products shall be restricted to the geographical sites specified on the quotation, andto permanent or temporary employees of and contractors working on behalf of the Licensee who arenormally based at those sites, or any employees of regulatory authorities to whom the Licensee is subject. If
the Licensee is an academic institution, this includes postgraduate and undergraduate students
permanently or temporarily working at those geographical sites. Use on laptops and other mobile devices ispermitted provided that the device is the property of the Licensee, or is a device over which the Licensee
takes responsibility in the context of this Agreement. Access to associated internet resources is permitted
from any location and device through access control mechanisms to be stipulated by and managed by theLicensor.
3. The Licensee shall not sub-license or assign use of the licensed products to any third party, or in any way(physically or online) redistribute or promulgate the licensed products or any of their contents (including
data and documentation) without the written and signed agreement of the Licensor. The production ofcopies for internal distribution and for back-up purposes is permitted. The Licensee shall record the numberand location of all copies of the licensed products and take steps to prevent unauthorised copying.
4. The Licensee may use the licensed products for any and all scientific research purposes, and for publishable
or proprietary work. If the Licensee wishes to use the licensed products in connection with any proposed
publication, the Licensee shall ensure that the licensed products will be referenced and acknowledged by
the Licensee in any such publication and shall provide the Licensor with a copy of the proposed publication
before it is published. The Licensor will provide relevant information for the licensed products concerned onapplication.
5. The Licensee shall not (and shall not permit any third party to) copy, adapt, modify, translate, disassemble,
decompile or in any other manner reverse engineer any of the licensed products, except to the extent thatsuch acts are expressly permitted under the terms of this agreement or may not lawfully be prohibited.
However, the Licensee may integrate the licensed products with other software or systems used by theLicensee, or allow such software or systems to link to the licensed products (including data and knowledge
derived from the licensed products). The Licensee may use the licensed products or links to the licensed
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Dat aCentreproducts for as long as fees have been paid to cover usage of the relevant licensed products as described inclause (1). External distribution of such software or systems requires a separate signed agreement with theLicensor, which may involve payment of extra fees.
6. The Licensor does not warrant that the licensed products will be entirely free of errors and bugs. TheLicensee will report such errors and bugs as they become apparent, whereupon the Licensor will make allreasonable efforts to correct such errors and fix such bugs. The Licensee agrees that the Licensor and its
appointed agents exclude all indirect and consequential loss incurred through use or misuse of the licensed
products. The Licensor's liability to the Licensee shall be limited to direct losses only and the Licensor's
maximum aggregate liability to the Licensee shall in no circumstances exceed the fees paid to the Licensor
by the Licensee. Neither party excludes or limits its liability to the other in negligence in respect of death or
personal injury or otherwise insofar as any exclusion or limitation of its liability is void, prohibited or
unenforceable by applicable law.
7. Technical and scientific support will be provided to the Licensee through appropriate mechanisms and at alevel appropriate to the licensed products concerned, as determined by the Licensor. The Licensor willconsider entering into separate confidentiality agreements with the Licensee to facilitate support orcollaborative work, where appropriate.
8. The Licensor may from time to time provide updated versions of the licensed products to the Licensee.
Suitable notice (usually six months) will be given in the event of changes which are likely to substantiallyaffect the Licensee’s use of the licensed products, for example, platform support or data format changes.
9. The Licensor may from time to time, at its discretion, permit usage of licensed products by the Licensee fora limited period of time at no charge for the purposes of evaluation with a view to purchase. On theseoccasions, all terms of this agreement apply as they stand except for the following variations, namely: (a)clause (1) shall not apply if the Licensee is an academic institution; (b) clauses (1) and (4) shall not apply if
the Licensee is not an academic institution; (c) the cap on the Licensor's liability in clause (6) shall be
reduced to £100; and (d) the use of licensed products in paid work for clients is not permitted.
10. Notice of termination of this agreement may be given at any time in writing by the Licensee, thattermination becoming effective at the end of the paid period for any then-current licensed products as
defined in clause (1), with no refund of fees paid. Notice of termination of this agreement may be given at
any time in writing by the Licensor, in the case of breach of any of the terms and conditions of thisagreement, that termination becoming effective immediately with no refund of fees paid. In either case, allcopies of the licensed products and any derived data or products held by the Licensee shall be destroyed orfinally deleted within one month of the termination becoming effective, with the Licensor notified of this in
writing. Otherwise this agreement remains in place until superseded or amended. Any sub-licensed
software provided as part of a product or product suite may be withdrawn at any time if the Licensor’s rightto distribute it is terminated.
11. In all cases, copyright and other intellectual property rights in the licensed products remain vested in theLicensor or its licensors. In the case of derived products for external distribution, the matter of ownershipand use of any new intellectual property in such derived products will be subject to negotiation between
the Licensee and Licensor, for agreement as described in clause (5).
12. This agreement supersedes and extinguishes all previous agreements between the Licensee and its
predecessor and subsidiary companies, and the Licensor and its subsidiary companies and agents. No
person who is not a party to this agreement shall have any rights to enforce or enjoy the benefits of thisagreement whether under the Contracts (Rights of Third parties) Act 1999 or otherwise. The Licensee shallnot without the Licensor's prior written consent assign or novate any of the Licensee's rights andobligations under this agreement.
13. This agreement, and any dispute or claim arising out of or in connection with it or its subject matter orformation (including non-contractual disputes or claims) shall be governed by and construed in accordancewith the laws of England and Wales. The courts of England and Wales shall have exclusive jurisdiction tosettle any dispute or claim that may arise out of or in connection with this agreement, its subject matter orformation (including non-contractual disputes or claims).

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AGREED:For the Licensor:

allo gra ph i cDat aCen

For the Licensee:

Dr Juergen Harter

Signature:…..………………………………………………

Name:

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Position:

Chief Executive Officer

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Date:

DD/MM/YYYY

Date:

D.D.…
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M…/Y…Y…
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