TERMS AND CONDITIONS FOR THE LICENCE

1.

Scope

•

The NEA’s mission is to, inter alia, assist its member countries in maintaining and further developing, through international cooperation, the scientific, technological and legal bases required for a safe, environmentally sound and economical use of nuclear
energy for peaceful purposes. In doing so, the NEA collects and distributes software among its member countries through theNEA Data Bank, which is an international centre of reference with respect to essential nuclear analyses tools, such as computercodes and nuclear data. The NEA Data Bank provides a direct service to its participating countries by developing, improvingand validating nuclear data libraries, databases and visualisation tools and making them openly available or available uponrequest. In addition, an arrangement between the International Atomic Energy Agency (IAEA) and the NEA provides for thedistribution of nuclear computer codes and processed nuclear data libraries by the NEA Data Bank to Member States of theIAEA who are neither NEA nor OECD members.

•The Software is owned by the Owner who has granted the NEA the right to grant the present sub-licence.

•The NEA hereby grants a worldwide, non-exclusive, single-user, royalty free licence (hereinafter referred to as the “Licence”)
to the Licensee to use the Software, while the Licensee is affiliated with the Organisation and only for the provided Intendeduse. Notwithstanding anything to the contrary, the use of this Licence is exclusively for peaceful purposes.

•No title or property right pertaining to the Software is transferred to the Licensee through this Licence.

•The Software shall be used by the Licensee only (single-user licence), according to the Intended-use specified by the Licensee.
The licensee is not entitled to grant sub-licences.

•The Licensee is not authorised to disclose, grant, assign, transfer, sell, rent or distribute any part or all of the Software to a thirdparty.

•The Licensee is not authorised to make a copy of the Software, except for archive and recovery purposes. In the event of loss,
the Licensee shall contact the NEA for a replacement.
2.

•Publications

The Licensee shall cite and quote the Owner in any publication according to good practices and at any conference that presents
any work carried out with the Software. The Licensee is requested to inform the Owner, with a copy to the Data Bank, of thosepublications and conferences.
3.

Feedback•

The Licensee shall inform the Owner, with a copy to the Data Bank, of any errors or shortcomings detected, any inconsistencies
between the Software and its documentation, any limitations found in its applications that are not reported in thedocumentation, any developments to be carried out, any improvements to be made to the Software allowing to address a wider
range of problems; as well as any information on operations carried out.

•The Licensee is invited to declare any anomaly of the Software causing a total or partial inability to use the Software inaccordance with this Licence to the Owner, with a copy to the Data Bank.

•The Licensee is invited to provide feedback and to declare any alteration, modification or adaptation as required under Sections
2, 3 and 4 hereunder to the Owner, with a copy to the NEA for information.

OECD Nuclear Energy Agency (NEA), 2 rue André Pascal, 75775 Paris Cedex 16, France
www.oecd-nea.orgcontact: programs@oecd-nea.org(Tel: +33 1 73 21 28 28)

4.

Outputs and modifications•

Any output or derivative work generated from the use of the Software, and which no longer contains the Software, shall besolely owned by the Licensee. The Owner shall have no right to title or ownership on the output.

•Any alteration, modification or adaptation created by the Licensee, which is derived from and including all or part of theSoftware, shall be solely owned by the Owner and the Licensee shall have no right to title or ownership.
5.

Guarantees•The Software, and any accompanying documents, is provided "as is" without any warranty whatsoever, express or implied, andin particular without any warranty as to its commercial value, its secured, safe, innovative or relevant nature. To the best of theOwner’s knowledge, the Software does not infringe the intellectual property rights of a third party relating to a patent or any
other right of ownership.

•The Owner declines any and all liability for damages or incidents (in particular damage to the computer network, loss ofopportunity, loss of profits and income, loss of data or other economic benefits, interruptions of activities) direct or indirect,
accidental or otherwise, due to the use or distribution of all or part of the Software.

•Notwithstanding anything to the contrary, the NEA shall in no event be held liable for any direct, indirect, special, incidental,consequential, exemplary, or punitive damages of any character including, without limitation, procurement of substitute goods
or services, loss of use, data or profits, or business interruption, however caused and on any theory of contract, warranty, tort(including negligence), product liability or otherwise, arising in any way out of the use of the Software, even if advised of thepossibility of such damages.
6.

Termination•This Agreement shall enter into force on the date of signature of this Licence and will continue to be effective unless a party
terminates it in accordance with this Section 6.

•Any use of the Software outside the scope of this Licence shall be deemed to constitute an infringement and a material breachof the Licence entitling the Owner of the Software to initiate judicial proceedings against the Licensee and to terminate thisLicence with immediate effect.

•The NEA shall have the right to terminate this Licence with immediate effect in the event of default or improper performanceof any of the Licensee’ obligations.

•The NEA and the Licensee shall have the right to terminate this Licence at their convenience by giving ninety (90) days written
notice to the other Party; the latter cannot claim any compensation as a result of this termination.
7.

Settlement of disputes•

It is expressly agreed that any disputes between the Owner and the Licensee shall be dealt with between themselves directly.
The NEA shall not be held liable, accountable or responsible for any damages or incident, direct or incidental, due to a breachby the Licensee; and shall not be involved in any disputes between the Owner and the Licensee.

•If judicial proceedings based on a patent, software, or any other third-party intellectual property right are brought against theLicensee on the basis of the use of the Software, the cost of such proceedings, as well as any judgment that may be pronounced
against it, shall be borne by the Licensee alone, and the Licensee shall not be entitled to claim any indemnity whatsoever fromthe NEA or from the Owner of the Software.

OECD Nuclear Energy Agency (NEA), 2 rue André Pascal, 75775 Paris Cedex 16, France
www.oecd-nea.org
contact: programs@oecd-nea.org(Tel: +33 1 73 21 28 28)

•The Licensee shall notify the NEA of any act of infringement or unfair competition made by a third party as it comes to theLicensee’s attention.

•In view of the fact that the NEA is an international organisation, it is expressly agreed that the rights and obligations of theparties shall be exclusively governed by this Licence. Nothing in this Licence shall be construed as a waiver by the NEA of theprivileges and immunities it enjoys as an international organisation.

•The NEA and the Licensee will first engage in amicable negotiations to settle any dispute relating to the interpretation orapplication of this Licence.

•If the NEA and the Licensee are unable to reach an amicable settlement in accordance with the above paragraph, any dispute,controversy or claim arising out of or relating to this Agreement, or the breach, termination or invalidity thereof, shall be settled
by arbitration in accordance with the PCA Arbitration Rules 2012. The number of arbitrators shall be one. The language to be
used in the arbitral proceedings shall be English. The place of arbitration shall be Paris (France). The NEA and the Licensee
expressly renounce their right to seek the annulment or setting-aside of any award rendered by the arbitral tribunal, or if thisrenunciation is not legally possible, the NEA and the Licensee expressly agree that if an award rendered by the arbitral tribunal
is annulled, the jurisdiction ruling on the annulment proceedings cannot rule on the merits of the case. The dispute will
therefore be settled by new arbitral proceedings in accordance with this clause.
8.

•Contact

The Licensee’s contact information as set out in this Licence may be shared with the Owner of the Software. As an independentintergovernmental organisation, the NEA is not subject to any national or regional legislation, but only subject to the OECD
Data Protection Rules. The OECD is the controller of the Personal Data and will comply with the OECD Data Protection Rules(https://www.oecd.org/general/data-protection.htm).

(January 25, 2022)

OECD Nuclear Energy Agency (NEA), 2 rue André Pascal, 75775 Paris Cedex 16, France
www.oecd-nea.org
contact: programs@oecd-nea.org(Tel: +33 1 73 21 28 28)