Caliach Demonstration Licence Agreement


This licence agreement ("Demonstration Licence") is a legal agreement between you ("Recipient" or "you") and Caliach Limited, a company incorporated and registered in England with company number 02496263 whose registered office is at PO Box 1295, 20 Station Road, Gerrards Cross, Buckinghamshire, SL9 8EL ("Company", "our" or "we") for:

Caliach Vision being an enterprise resource planning computer software system for managing all aspects of a manufacturing enterprise ("Software"); and

information owned by the Company and obtained by the Recipient relating to the Software ("Information").

Grant of this Software Licence entitles the Licensee to:

We licence use of the Software and Information to you on the basis of this Demonstration Licence. We do not sell the Software or Information to you. We remain the owners of the Software and Information at all times.





You should print a copy of this Demonstration Licence for future reference.

1 Licence

1.1 The Company hereby grants the Recipient a personal, non-transferable, non-exclusive licence to use the Software on the System solely for the purposes of the evaluation of the Software by the Recipient for use in the Recipient's business ("Objective").

1.2 The Recipient may make such copies of the Software as are necessary to evaluate the Software on the System, but may not make any back-up or archival copies and may not load all or any part of the Software on any computer other than the System without prior written agreement from the Company.

1.3 This Demonstration Licence may be terminated immediately by the Company giving written notice if the Recipient is in breach of any of its obligations under this Demonstration Licence. This Demonstration Licence may be terminated by the Recipient upon seven days' written notice or upon acceptance by the Recipient of a full licence for the Software. Upon termination not followed by a full licence, the Recipient shall within two working days return to the Company all copies of all or part of the Software on any tangible medium and any documents containing any item of the Information and shall completely delete all electronic copies of all or any part of the Software and/or the Information resident in the System or elsewhere.

2 Limitation of Liability

2.1 Save for fraud or death and personal injury caused by the Company's negligence, the Company shall have no liability of any kind in any circumstances whatever to the Recipient in respect of the Software or Information. In particular, the Company shall have no liability in any circumstances whatever for any data loss and the Recipient agrees that it has sole responsibility for protecting its data during evaluation of the Software.

2.2 No representations, conditions, warranties or other terms of any kind are given in respect of the Software or the Information, and all statutory warranties and conditions are excluded to the fullest extent possible.

2.3 In the event that the Company shall be found liable to the Recipient for any reason other than fraud or death or personal injury caused by the Company's negligence, the sums payable to the Recipient in respect of such liability shall not in any circumstances exceed £30.

3 Non-disclosure agreement

3.1 In consideration of the disclosure by the Company to the Recipient of the Software and the Information for the purpose of the Objective, the Recipient undertakes that it will respect and preserve the confidentiality of the Information for a period of ten years after the date of such disclosure (subject to clause 3.4 below). The Recipient shall not without the prior written consent of the Company:

3.1.1 communicate or otherwise make available the Information to any third party; or

3.1.2 use the Information itself for any commercial, industrial or other purpose other than the Objective; or

3.1.3 copy, adapt, or otherwise reproduce the Information save as strictly necessary for the purposes of the Objective.

3.2 Notwithstanding clause 3.1, the Recipient may discuss its use of the Software with third parties and may direct third parties to download the Software from

3.3 The Recipient may disclose the Software and Information or any part thereof, with the prior consent of the Company, to any employee of the Recipient who needs access to the Software and the Information in connection with the Objective. In such an event the Recipient agrees to ensure, prior to such disclosure, that the employee in question is made aware of the confidential nature of the Software and Information and understands that he/she is bound by conditions of secrecy no less strict than those set out here. The Recipient agrees to monitor the use of the Software and Information by these employees and to enforce their obligations of confidence at the request of the Company.

3.4 The obligations contained in this clause 3 shall not apply, or shall cease to apply, to such part of the Information as the Recipient can show to the reasonable satisfaction of the Company:

3.4.1 has become public knowledge other than through the fault of the Recipient or an employee or director of the Recipient to whom it has been disclosed in accordance with clause 3.2 above; or

3.4.2 was already known to the Recipient prior to disclosure to it by the Company; or

3.4.3 has been received from a third party who neither acquired it in confidence from the Company, nor owed the Company a duty of confidence in respect of it.

3.5 If the Recipient decides not to accept a full licence of the Software, or otherwise at any time at the request of the Company, the Recipient shall:

3.5.1 return to the Company all copies of all or any part of the Information which have been provided to the Recipient pursuant to this Demonstration Licence, together with all analyses, studies and other materials produced by the Recipient which contain, or could reveal, all or any part of the Information, and any summaries (in whatever form) prepared by the Recipient of oral Information disclosed by the Company; and

3.5.2 completely delete all electronic copies of all or any part of the Software and/or the Information resident in the System or elsewhere.

4 Property rights

4.1 The Software, Information and all related documentation are proprietary to the Company. The Recipient acknowledges that any disclosure pursuant to this Demonstration Licence shall not confer on the Recipient any intellectual property or other rights in relation to the Software or the Information.

4.2 Ownership of all complete or partial copies of the Software and related documentation shall at all times remain with the Company. The Recipient agrees to mark any copies of the Software which it may make in any tangible medium with a notice that such copy belongs to the Company.

4.3 In the event that the Recipient is notified by a third party that that party claims rights in the Software or that use of the Software infringes any right of that third party, the Recipient agrees to immediately notify the Company and, at the Company's request, to immediately cease use of the Software. If the Company is unable to allow the Recipient to continue evaluation of the Software, the provisions of clause 1.3 shall apply.

4.4 The Recipient has no right (and shall not permit any third party) to copy, adapt, reverse engineer, decompile, disassemble, modify, adapt or make error corrections to the Software in whole or in part except to the extent that any reduction of the Software to human readable form (whether by reverse engineering, decompilation or disassembly) is necessary for the purposes of integrating the operation of the Software with the operation of other software or systems used by the Recipient, unless the Company is prepared to carry out such action at a reasonable commercial fee or has provided the information necessary to achieve such integration within a reasonable period, and the Recipient shall request the Supplier to carry out such action or to provide such information (and shall meet the Company's reasonable costs in providing that information) before undertaking any such reduction.

4.5 The Recipient may not use any such information provided by the Company or obtained by the Recipient during any such reduction permitted under clause 4.4 to create any software whose expression is substantially similar to that of the Software nor use such information in any manner which would be restricted by any copyright subsisting in it.

4.6 If the Software is a non-English version of the Software the following clauses apply:

4.6.1 The Company may from time to time provide a facility for the Recipient to review the translations of screen-readable or printable text within the Software against the screen-readable or printable text of the English language version of the software via an internet link to the Company's web server. Using such facility the Recipient may amend the relevant translation of the non-English screen-readable or printable text within the Software and save such amendments within its copy of the Software (the "Translations"). The Translations will also be submitted to the Company's server database for approval and, if approved by the Company, such Translations may be incorporated in a subsequent version of, or update to, the Software.

4.6.2 The Recipient hereby assigns to the Company all existing and future intellectual property rights in the Translations to the fullest extent permitted by law. Insofar as they do not vest automatically by operation of law or under this Demonstration Licence, the Recipient holds legal title in these rights on trust for the Company.

4.6.3 The Recipient undertakes to do all acts necessary to confirm that absolute title in all intellectual property rights in the Translations has passed, or will pass, to the Company.

4.6.4 The Recipient waives any moral rights in the Translations to which it is now or may at any future time be entitled under Chapter IV of the Copyright Designs and Patents Act 1988 or any similar provisions of law in any jurisdiction, including (but without limitation) the right to be identified, the right of integrity and the right against false attribution, and agrees not to institute, support, maintain or permit any action or claim to the effect that any treatment, exploitation or use of such Translations or other materials infringes the Recipient's moral rights.

4.6.5 The Recipient acknowledges that no fees or compensation are due or may become due to the Recipient in respect of the performance of its obligations under this clause 4.6.

4.6.6 The Recipient undertakes to execute all documents, make all applications, give all assistance and do all acts and things as may, in the opinion of the Company, be necessary or desirable to vest the intellectual property rights in, and to register in, the name of the Company and to defend the Company against claims that works embodying intellectual property rights infringe third party rights, and otherwise to protect and maintain the intellectual property rights in the Translations.

4.6.7 The Recipient irrevocably appoints the Company to be its attorney in its name and on its behalf to execute documents, use the Recipient's name and do all things which are necessary or desirable for the Company to obtain for itself or its nominee the full benefit of this clause 4.6. A certificate in writing, signed by any director or the secretary of the Company, that any instrument or act falls within the authority conferred by this Demonstration Licence shall be conclusive evidence that such is the case so far as any third party is concerned.

4.6.8 Whenever you make use our translation improvement contribution facility set out at clause 4.6.1, you must comply with the standards set out in our Rules to Follow for Contributions We have the right to block your use of the translation improvement contribution facility if, in our opinion, your use of it does not comply with the standards set out in our Rules to Follow for Contributions.

5 General

5.1 Each provision or part-provision of this Demonstration Licence operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining clauses will remain in full force and effect.

5.2 No variation of this Demonstration Licence shall be effective unless it is in writing and signed by or on behalf of both parties.

5.3 "Writing" or "written" includes e-mail. Please note that any notice given by you to us, or by us to you, 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.

5.4 This Demonstration Licence is drafted in the English language. If this Demonstration Licence is translated into any other language, the English language text shall prevail.

5.5 This Demonstration Licence shall be interpreted and construed in accordance with English law. However, the Company may enforce the Recipient's obligation of confidence in the courts of any jurisdiction having competence to issue an injunction directly enforceable against the Recipient.

Created 26/Feb/2013

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