SAMPLE LICENCE AGREEMENT is made on ##th day of (MONTH) 20## (the “Commencement Date”) BETWEEN Ardanis Technologies Limited……. AND Individually referred to as a “Party” and collectively referred to as the “Parties”. WHEREAS A. Buyer is a B. Seller carries on the business of supplying, licensing and supporting Software and Systems in respect of Aileen. Buyer desires to have the right to use Seller's products, upon the terms and conditions in this Licence Agreement; and NOW THEREFORE, in consideration of the foregoing and the mutual covenants contained herein, the parties agree as follows: 1 Interpretation 1.1 The headings in this Licence Agreement are for convenience of reference only, are not part of this Licence Agreement and do not affect its interpretation. 1.2 Words and expressions defined in any clause will, for the purpose of this Licence Agreement, bear the meaning assigned to the words and expressions in that sub-clause. 1.3 Any reference to the singular includes the plural and vice-versa. 1.4 Any reference to natural persons includes legal persons and vice-versa and references to any gender includes reference to the other gender and vice-versa. 1.5 Any provision of the definitions in Clause 2 below which is a substantive provision conferring the rights or imposing obligations on a party, shall be given effect to as if it were a substantive provision in the body of the Licence Agreement. 2 Definitions In this Licence Agreement, terms defined in the Main Agreement shall bear the same meanings, and the following words and expressions shall have the following meanings except where the context otherwise requires: 2.1 “Associated Companies” means a subsidiary of a Party or associate company in which a Party has a controlling interest, meaning at least 50% of the voting power or is under common control with a party. 2.2 “Licence Agreement” means this Licence Agreement and its Schedules; 2.3 “Documentation” means any user documents e.g. manuals and training materials (including electronic versions) provided to Buyer by Seller with the Licensed Software; 2.4 "Effective Date" means the date on which the later of the two Parties signs this Licence Agreement; 2.5 “Error” shall mean a failure of the Licensed Software to conform in all material respects to the Specifications and/or Documentation; 2.6 “Intellectual Property Rights” means all trademarks, patents, rights, copyrights, know-how and any other intellectual property rights and confidential information including the right to apply for a patent in any jurisdiction; 2.7 “License Fee” means the total price payable to Seller by Buyer for the Licensed Software under this Licence Agreement; 2.8 “License File” means the License enforcement mechanism which was installed by Seller to enable purchased Licensed Software perform; 2.9 “Licensed Software” or “Software” or “Product(s)” shall mean Seller software product(s) licensed under this Licence Agreement, namely the DAPx™ software component. Unless otherwise provided, Licensed Software includes Updates and Upgrades; 2.10 “Main Agreement” means the Contract of Agreement For the Supply of XXXXX between the Buyer and the Seller. 2.11 "Master Copy" means a copy of a Software for use by Buyer for internal purposes only in accordance with the terms hereof. A Master Copy shall be considered the Confidential Information of Seller; 2.12 “Offer” means Seller’s Quotation including payment terms plus any provided Scope of Work; 2.13 “Purchase Order” means a relevant official Buyer Purchase Order placed in terms of the Licence Agreement specifying the Licensed Software to be procured from Seller, License Type, License Fees, ship to address, delivery timeframes and any other matter the parties may agree; 2.14 “Specification(s)” means the functional and technical parameters and service levels with which the Licensed Software must comply as defined in the Main Agreement; 2.15 “Site” shall mean a physical location of Buyer; 2.16 “Update” means a fix or compilation of fixes (e.g. service packs) released by Seller during the term of this Licence Agreement to correct operational defects (program bugs) in the Licensed Software; 2.17 “Upgrades” means any new version of a Software product that bears the same product name, including version changes evidenced by a number change immediately to the right or the left of the decimal (such as Product X 4.0 to 4.1 or Product X 4.0 to 5.0). New versions of the Software contain functional enhancements that Seller may make available at times and intervals that Seller determines at its own discretion as part of its product development plans. 3 Buyer’s Obligations 3.1 Buyer shall only use Software Licenses after acquiring the appropriate License from Seller. 3.2 Seller shall retain full title to the Software and all copies thereof and Buyer may use the Software only in accordance with the provisions of this Licence Agreement. Buyer does not have any access to or rights in the Software source codes. Buyer does not have the right to copy, modify or remanufacture any Product or part thereof. 3.3 Buyer shall, at its own expense, pay all import and export licenses and permits, pay customs charges and duty fees, and take all other actions required to accomplish the export and import of the Products purchased by Buyer from the point of delivery into the country of Buyer. 3.4 All purchases of Products by Buyer from Seller during the term of this Licence Agreement shall be subject to the terms and conditions of this Licence Agreement (except as specifically agreed by the Parties in a separate written agreement, including the Main Agreement). 4 Seller’s Obligations 4.1 Seller shall provide Products and perform Services as described in and in accordance with the terms and conditions of this Licence Agreement, the Main Agreement, the relevant Statement of Work and any relevant Addendum to such Statement of Work. 4.2 Product will perform in accordance with Schedule A and with all accepted industry standards for equivalent products. 5 Orders, Pricing and Payment Terms 5.1 In consideration for executing obligations under this Licence Agreement, Buyer shall order the Software and pay Seller in accordance with Schedule A. 6 Delivery 6.1 Seller will deliver the Software to Buyer by electronic delivery. 7 Warranty Obligations 7.1 Seller warrants that, for a period of 30 days following Delivery, the Software shall perform in all material respects according to the specifications provided. Seller does not warrant that the Software is free of minor Errors that do not materially affect its performance. 7.2 If Buyer determines that any Error in the Licensed Software during the warranty period contemplated in clause 7.1 cannot be rectified, then Buyer will notify Seller of such Error and Seller shall promptly correct all programming errors (not to exceed thirty (30) days for substantial errors) which impact the functioning of the Software to repair or replace at its option and without cost to Buyer all Software not performing substantially in accordance with the Specifications or otherwise not meeting the warranties set forth above. 7.3 Seller shall maintain the closest co-operation with Buyer in order to maintain the operation of the Licensed Software in accordance with the Specification during the applicable warranty period referred to in 7.1. 7.4 Seller warrants that it has good and valuable title to the Licensed Software and that neither the fulfilment of its obligations nor the exercise by Buyer of any of its rights under this Licence Agreement will infringe the rights of any third party. No consideration in addition to the license fees will be payable by Buyer to Seller and/or to any third party in respect of the use by Buyer of the Licensed Software for the lifetime of the system notwithstanding any license fees which may be or become payable by Seller. 7.5 The warranty afforded to Buyer is nullified if the fault or Error which would otherwise be covered by the warranty is caused by: use of parts or software used in conjunction with the Licensed Software which are not recommended by Seller in writing or manuals, maintenance conducted by Buyer or third parties not authorized or accredited by Seller to do so, electrical surges, water damage, heat, fire or physical damage. 7.6 Seller warrants that the Licensed Software: a) shall comply with all applicable laws and regulations known and applicable at contract signing date; b) shall be free from malicious software; 8 License Rights 8.1 Subject to the terms and conditions of this Licence Agreement, Seller grants to Buyer, non-exclusive, non-transferable, non-assignable and limited right to use the Software and the Documentation in 1 (one) production application instance only, beginning on the Effective Date, for its benefit and that of its Service Recipients, defined in a Statement of Work. 8.2 Buyer may use on a royalty-free basis the Software in its non-production development and test environments for the purpose of supporting their licensed production application instance only. 8.3 Buyer may use and copy the Documentation, if any, but only as reasonably necessary to facilitate the licensed use of Licensed Software. 8.4 Ownership. Buyer acknowledges that the Licensed Software, and any copyrights, patent rights, trade secrets, trademarks and other intellectual property in or to the Licensed Software, are the exclusive property of Seller and/or Seller’s licensor(s), if any. 8.5 Other Uses. Buyer shall maintain an adequate back-up procedure for operational security purposes. Buyer may copy and use the Licensed Software for back-up, hot standby, disaster recovery, development and/or test purposes as indicated above. Every copy shall include the copyright, trade mark and other restricted rights notices as are contained in the original copy delivered. Any such copy shall, in all respects, be subject to the terms and conditions of this Licence Agreement and shall be deemed to form part of the Licensed Software. Buyer may not make any other copies of the Licensed Software. 9 Restrictions and Limitations 9.1 The Buyer shall not and shall not allow any third party, except as expressly permitted in this Licence Agreement, to: a) Use the Software except as expressly permitted in this Licence Agreement, the Offer against which the Purchase Order is issued or the Main Agreement; b) Copy, translate, modify, adapt, alter or create any derivative work of, or otherwise modify the Software; c) Decompile, disassemble or reverse engineer the Software or any element or component of it, or otherwise attempt to derive the source code for Software, except as permitted by applicable law; d) Remove, alter, or obscure any patent, copyright, trademark or other proprietary notices appearing on or in the Software and /or Documentation; e) Sub-license, lease, rent, loan or distribute the Software to any third party or grant any (security) interest in the Software or the End User rights with respect thereto; f) Allow third parties (including Buyer’s Associated Companies unless otherwise agreed in writing) to access or use the Software. 9.2 Limitations of License rights are applicable whether or not being enforced by any License enforcement mechanism. 9.3 The Buyer shall not alter, disable, tamper with and/or inhibit any License File components or technical measures such as Keys that may protect misuse of the Software or functionality that is included as part of the Software. 9.4 Seller shall have the right to inspect the Software at the facility of the Buyer at commercially reasonable times to be mutually agreed upon by the parties as reasonably necessary to verify that use of Software complies with this Licence Agreement. Seller shall provide the Buyer with advance written notice prior to any inspections. 10 Trademarks 10.1 All representations of either Party's Trademarks that the other Party intends to use shall first be submitted to the trademarking Party for approval and shall be exact copies of those used by such Party. 10.2 All trademarks, service marks, and similar rights owned by either Party at the Effective Date shall remain the property of that Party, and the other Party will not acquire any right or interest in those rights or challenge or deny such rights. Each Party has a limited revocable license to use the trade-marks and service marks of the other Party to market and promote the Software as contemplated by this Licence Agreement. Any advertisement or promotional materials containing the other Party’s trade mark or service mark must (i) clearly identify the relevant Party as the owner of the relevant marks; (ii) conform to that Party’s then-current trade mark and service mark guidelines (as advised in writing from time to time), and (iii) otherwise comply with any local notice or marking requirement. All and any goodwill or similar benefit will accrue solely for the owner of the rights. 11 Intellectual Property Rights 11.1 Seller represents and warrants that: a) It has the right to license and supply the Software; and b) Buyer rights in relation to the Software, as contemplated by and licensed under this Licence Agreement will not infringe the copyright, patent, trade mark, know-how or other intellectual property right of any third party. 11.2 Seller shall defend, indemnify and hold harmless Buyer against all expenses, costs, damages, and legal fees arising out of any claim or proceeding based on an allegation that the Product supplied hereunder infringes any Intellectual Property Rights. Seller shall be given the sole control of the defense and all related negotiations and settlements. 11.3 In order to receive the benefit of the indemnity set out in clause 11.2, Buyer shall: a) Give prompt notice in writing to Seller of any claim or proceedings covered by clause 11.2; and b) Make no voluntary admission or disclosure without Seller's consent; and c) Give Seller authority to conduct and/or settle at Seller’s expense all negotiations and litigation. 11.4 Notwithstanding any other provision of this section, Seller shall not be liable to Buyer for any claim to the extent that any such claim arises from any alteration or modification of Product not authorised by Seller. 11.5 Bundling of Seller Software with Buyer products creates no Intellectual Property Rights to a joint product for either Party. 12 Liabilities 12.1 Notwithstanding any other term of this Licence Agreement but subject to clause 12.2, under no circumstances will either party, its employees, servants or agents be liable to the other party or any third party for any consequential, exemplary, indirect or special damages including, without limitation, loss of profit, loss of revenue, capital expenditure or loss of goodwill, resulting from any claim (including, without limitation a claim for breach of contract, in tort, under an indemnity, for breach of warranty or otherwise) related to the performance or non-performance of its obligations under this Licence Agreement and/or the termination or suspension of this Licence Agreement by either party or otherwise. 12.2 Subject to clause 12.3, each party’s liability to the other party in respect of any single claim arising in connection with this Licence Agreement will in no instance exceed a sum equal to the total aggregate value of all invoices paid and payable by the Buyer under this Licence Agreement and all Appendices. 12.3 Nothing in this Licence Agreement excludes or limits liability in relation to: (i) Either Party’s liability for breaching the other Party’s Intellectual Property Rights; (ii) Seller’s liability if a third party alleges that any Software provided by or on behalf of Seller infringes any Intellectual Property Rights of that Third Party; (iii) either Party’s liability for breach of confidentiality or data protection provisions; (iv) either Party’s liability for death or personal injury resulting from its negligence; (v) either Party’s liability for gross negligence, fraud or fraudulent misrepresentation; (vi) the Seller’s liability for any breach of this Licence Agreement which leads to a security breach in any of the Buyer’s systems; or (v) either Party’s liability which cannot be excluded by law. 13 Termination 13.1 Either Party may terminate the Licence Agreement forthwith at any time by notice in writing: a) If the Main Agreement has been terminated; b) In the event of a material breach or of persistent breaches by the other Party of any provision of the Licence Agreement unless that other Party, within thirty (30) days of notification of the breach, remedies the same (if capable of remedy) or (if incapable of remedy) offers adequate compensation therefore); or c) Where an administrator, receiver or liquidator is appointed in connection with the other Party or any part of its business, or it is otherwise insolvent or where Seller ceases to be in the business of developing and maintaining software, and no successor within a timeframe agreeable to Buyer supplies or agrees to supply Buyer with Products on same terms as documented in this Licence Agreement. 13.2 Termination of this Licence Agreement shall be without prejudice to the accrued rights and obligations of either Party. 13.3 Upon termination of this Licence Agreement for other than breach, Parties shall continue to fulfill all of its obligations. 13.4 The provisions of chapters 7, 8, 9, 11, 12, 13, 14 and 19 shall survive the termination of this Licence Agreement for any reason. 13.5 In the event of termination by either party in accordance with any of the provisions of this Licence Agreement, neither party shall be liable to the other, because of such termination, for compensation, reimbursement or damages on account of the loss of prospective profits or anticipated sales or on account of expenditures, inventory, investments, leases or commitments in connection with the business or goodwill of Seller or Buyer. Termination shall not, however, relieve either party of obligations incurred prior to the termination. 14 Confidentiality 14.1 Confidential Information of either Party (or a Service Recipient defined in a Statement of Work) is disclosed for the limited purposes of enabling each Party to carry out its obligations and exercise its rights under this Licence Agreement. 14.2 Each of the Parties agrees to keep confidential all and any Confidential Information disclosed to it in concerning the business, products, services, Service Recipients and suppliers of the other Party (irrespective of the form in which that information is or was obtained, orally or in any form whatsoever including, without limitation, drawings, documents and computer readable media). Each Party agrees not to use any such information except for the said limited purposes and not to disclose any such information except as may be permitted in writing by the other Party, save that either Party may disclose such information to their employees, subcontractors, distributors and/or partners who need to know the same for the purpose of carrying out their duties in respect to this Licence Agreement or to any government department or other authority court or arbitrator having statutory authority or jurisdiction to require the disclosure of that information. 14.3 Each of the Parties will take all necessary steps to ensure compliance with the terms of clause 14.2 by any person that it permits to have access to the other Party’s (and/or Service Recipient's) Confidential Information. In any event, each Party shall protect any such information by using the same care and precautions as are or ought to be used in keeping confidential its own Confidential Information. 14.4 The terms of clause 14.2 shall not apply to: a) Information in the recipient’s possession without any obligation of confidentiality, having been received or being received from a third party who has not derived it directly or indirectly from the disclosing party; or b) Information that is in the public domain through no act or default on the part of the recipient, its agents or employees; or c) Information that is developed independently by personnel of the recipient none of whom had any access, direct or indirect, to any of the information disclosed by the disclosing party; d) Information which is trivial or obvious or cannot reasonably be regarded as confidential; e) The disclosure of information to such authorities as may be empowered by law to demand disclosure to the extent that such disclosure is required. The party who seeks to rely on any of the exceptions defined by this clause 14.4 shall be obliged to show, through documentary or other substantial proof, that such exception applies. 14.5 The obligations of Confidentiality shall survive for five (5) years after Licence Agreement termination. 15 Force Majeure 15.1 If any party is prevented or restricted directly or indirectly from carrying out all or any of its obligations under this Licence Agreement by reason of strike, lockout, fire, explosion, floods, riot, war, accident, acts of God, embargo, legislation, shortage of or a breakdown in transportation facilities, civil commotion, unrest or disturbances, cessation of labour, government interference or control, or any other cause or contingency beyond the control of that party, the party so effected shall be relieved of its obligations hereunder during the period that such event and its consequences continue but only to the extent so prevented and shall not be liable for any delay or failure on the performance of any obligations hereunder or loss or damages, either general, special or consequential which the other party may suffer due to or resulting from such delay or failure, provided always that written notice shall forthwith be given of any such inability to perform by the effected party. Any party invoking force majeure shall, upon termination of such event, giving rise thereto, forthwith give written notice thereof to the other party. 15.2 If a Party asserts Force Majeure as an excuse for failure to perform the Party's obligation, then the nonperforming Party must prove that the Party took reasonable steps to minimize delay or damages caused by foreseeable events, that the party substantially fulfilled all non-excused obligations, and that the other party was timely notified of the likelihood or actual occurrence of an event described in clause 15.1. 16 Assignment, Transferability and Subcontracting 16.1 Neither Party shall be entitled to assign nor transfer all or any of its rights, benefits and obligations under this Licence Agreement without the prior written consent of the other Party, which consent shall not be unreasonably withheld. 16.2 Seller shall have the right to transfer all or any of its rights benefits or obligations under this Licence Agreement to any Associated Company. 17 Publicity 17.1 Seller will not, without first obtaining Buyer’s consent in writing, advertise or otherwise disclose that Seller has furnished or agreed to furnish the Licenses to the Buyer under this Licence Agreement. 18 Governing Law 18.1 This Licence Agreement shall be exclusively governed by and construed in accordance with Irish Law. The Parties submit to the exclusive jurisdiction of the Irish courts, in relation to any legal actions or proceedings arising out of or in connection with this Licence Agreement, save that this submission will not preclude any Party from applying for urgent or interim injunctive relief. 19 Notices 19.1 All notices hereunder shall be in writing and deemed received on the date of personal delivery or within ten (10) days of sending by post to the address of the other set out on the face of this Licence Agreement or such other address as may hereafter be advised in writing by that other. 20 Waiver and Variation 20.1 Forbearance by either Party in relation to any provision of this Licence Agreement shall not constitute a waiver of that provision or any aspect thereof. 20.2 No variation of this Licence Agreement shall be binding on either Party unless in writing, stated to be an amendment to this Licence Agreement and signed by an authorized signatory of each Party. 21 Interpretation and Enforceability 21.1 Every provision in this Licence Agreement shall be deemed to be separate and severable and enforceable accordingly. If any court or administrative body of competent jurisdiction shall find any provision of this Licence Agreement to be invalid or unenforceable, the invalidity for unenforceability of such provision shall not affect the other provisions of this Licence Agreement and all provisions not affected by such invalidity or unenforceability shall remain in full force and effect. The Parties hereby agree to attempt to substitute for any invalid or unenforceable provision, a valid or enforceable provision which achieves to the greatest extent possible the economic legal and commercial objectives of the invalid or unenforceable provision. 21.2 This Licence Agreement is written and executed in the English language and, unless otherwise mutually agreed in writing, all communications and correspondence under or relating to this Licence Agreement shall be in English. 21.3 Headings are inserted for convenience only and shall not affect interpretation. 22 Status of Agreement 22.1 This Licence Agreement, incorporating the Schedules executed in conjunction herewith, is the complete and exclusive statement of the arrangement between the Parties hereto governing the subject matter of this Licence Agreement, superseding all related proposals, statements and arrangements, prior or contemporaneous, and any other written or other communication between the Parties. 22.2 This Licence Agreement does not create any partnership, joint venture, agency, employment or other analogous relationship. The nature of the relationship between the Parties to in this Licence Agreement is that of independent contractors. Neither Party is authorized to create any obligation whatsoever on behalf of the other. 22.3 In case of conflict or inconsistency between the terms of this Licence Agreement and any Purchase Order, the provisions of this Licence Agreement shall take precedence. 23 Costs 23.1 Each party shall bear its own cost of negotiating, drafting, preparing, implementing and executing this Licence Agreement and the annexure to it. 24 Insurance 24.1 Seller shall, at all times throughout the term have and maintain at its own cost insurances as are appropriate and adequate (having regard to its obligations and liabilities under this Licence Agreement) with a reputable insurer. 25 Dispute Resolution 25.1 In the event of a dispute arising out of or in connection with this Licence Agreement, either Party may call a meeting for the purpose of resolving such dispute or difference by service of not less than 5 Business Days' formal written notice and each Party agrees to procure that its designated representative(s) from its management team shall attend all such meetings. The members of the meeting shall endeavour in good faith to resolve such dispute. If any dispute referred to such meeting is not resolved at that meeting, then either Party, by formal written notice to the other, may refer the dispute to designated senior officers who shall co-operate in good faith to resolve the dispute as amicably as possible within 10 Business Days of service of such formal written notice. If such senior officers fail to resolve the dispute in the allotted time, then this dispute resolution procedure shall be deemed exhausted. IN WITNESS WHEREOF, a duly authorised representative of the parties has executed this Licence Agreement as of the Effective Date. For and on behalf of BUYER: __________________________ For and on behalf of SELLER: _________________________