1.	INTRODUCTION
The Customer wishes to obtain a licence to use the Software from ComUnity. The Parties wish to record their agreement in respect of the aforementioned in writing. This Software Licence Agreement constitutes the entire agreement between the parties in respect of the subject matter hereof.
2.	DEFINITIONS AND INTERPRETATION 
2.1	Definitions.  For purposes of this Agreement, the following terms shall have the following meanings -
2.1.1	“Affiliate” means with regard to either Party, any legal entity which that Party Controls, which Controls that Party, or which is under common Control with that Party;
2.1.2	“LCIA” means the London Court of International Arbitration, or its successors in title;
2.1.3	“Business Day” means any calendar day other than a Saturday, a Sunday or a public holiday;
2.1.4	“Business Hours” means the hours from 08h00 to 17h00  on Business Days;
2.1.1	“Control” means owning more than 50% (fifty percent) of the issued share capital or having the legal power to direct or cause the direction of the general management and policies of the company in question;
2.1.2	“Copyright” means all present and future rights of copyright in and to the Software, including initial drawings, sketches, flowcharts, designs and operational instructions relating to the Software;
2.1.3	“Documentation” means any available installation and operating instructions, user and support manuals and technical literature pertaining to the Software as supplied by ComUnity with the Software;
2.1.4	“Effective Date” means the date recorded as such on the cover sheet of this Agreement;
2.1.5	“Enhancements” means any changes to the Software resulting in the addition of a feature or capability not present in the Software prior to the introduction of the changes, as well as any changes to the Software designed to permit the use of the Software on hardware or in conjunction with operating system software other than that for which the Software was initially designed;
2.1.6	“Fees” means the fees and charges payable by Customer to ComUnity in respect of the Software licence, as detailed in the Licence Detail Sheet;
2.1.7	“Functional Specifications” means the functional and technical specifications of the Software as set out in the Licence Detail Sheet;
2.1.8	“Goods” means any and all goods (including any and all equipment, hardware or third party software) to be provided by ComUnity to Customer under Orders;
2.1.9	“Installation Media” means the optical or magnetic storage media containing the Software and provided to Customer for Customer’s installation and use, if applicable;
2.1.10	“Intellectual Property Rights” means all present and future intellectual property rights in and to the Software, including registered patents and patent applications, registered and unregistered designs and trademarks, the Copyright, confidential information, technical know-how and any related intellectual property rights, including the right to have all of them registered in the name of ComUnity;
2.1.11	“Licence Detail Sheet” means the annexure attached hereto as Schedule 1, detailing the commercial provisions applicable to this Agreement, which may be amended from time to time by agreement between the Parties;
2.1.12	“Parties” means ComUnity and the Customer and “Party” means either one of them;
2.1.13	“Personnel” means any director, employee, agent, consultant, contractor or other representative of the Parties;
2.1.14	“Requirements” means the list of standard minimum hardware, software, cryptographic and communications requirements for the Software as published by community, and available from ComUnity on request, and amended from time to time;
2.1.15	“Services” means any and all services to be provided by ComUnity to Customer, under Orders;
2.1.16	“Signature Date” means in respect of any document or this Agreement, the date of signature thereof by the Party signing last;
2.1.17	“Software” means the software as described in the Licence Detail Sheet and includes -
2.1.17.1	any one or more modules thereof;
2.1.17.2	all Upgrades and Enhancements to the Software; and
2.1.17.3	the Documentation;
	whether provided to Customer on Installation Media or remotely in an application service provider environment;
2.1.18	“Third Party Software” means all software owned by third parties;
2.1.19		“Upgrades” means any change or improvement to the Software which relates to or affects the operating performance of the Software or an aspect of the Software, but does not change the basic operation or functioning of the Software;
2.1.20	“Use Parameters” means the parameters of use of the Software, as specified in the Licence Detail Sheet; and
2.1.21	“Writing” means any mode of reproducing information or data in paper form and includes, without limitation, hard copy printouts of electronic documents, handwritten documents and fax transmissions, and “Written” and “Write” shall have a corresponding meaning.
2.2	Headings. Headings and sub-headings are inserted for information purposes only and shall not be used in the interpretation of this Agreement.
2.3	References.  Unless otherwise stated in this Agreement, references to clauses, sub-clauses, schedules or paragraphs are references to clauses, sub-clauses, schedules or paragraphs of this Agreement.  
2.4	Enactments.  References to any enactment shall be deemed to include references to such enactment as re-enacted, amended or extended from time to time.
2.5	References to this Agreement.  Unless otherwise stated in this Agreement, references in this Agreement to this Agreement or to any other agreement are references to this Agreement or such other agreement as varied, supplemented, substituted or replaced from time to time.
2.6	References to persons.  References to persons shall include natural and juristic persons and references to either Party shall include such Party’s successors or permitted assigns.
2.7	Substantive Provisions.  If any provision in a definition is a substantive provision conferring rights or imposing obligations on either Party, notwithstanding that it is only in this clause 2, effect shall be given to it as if it were a substantive provision in this Agreement.
2.8	Calculation of Days.  Unless otherwise stated in this Agreement, when any number of days is prescribed in this Agreement, same shall be reckoned exclusively of the first and inclusively of the last day, unless the last calendar day falls on a calendar day that is not a Business Day, in which case the last calendar day shall be the next Business Day.
2.9	Definitions in the Agreement.  Where any term is defined within the context of any particular clause in this Agreement, the term so defined, unless it is clear from the clause in question that the term so defined has limited application to the relevant clause, shall bear the meaning ascribed to it for all purposes in terms of this Agreement, notwithstanding that the term has not been defined in clause 2.1.
2.10	Contra proferentum excluded.  The rule of construction that an agreement shall be interpreted against the Party responsible for its drafting or preparation shall not apply.
3.	DURATION
Subject to the provisions of clause 14 below, this Agreement shall commence on the Effective Date and shall continue until expiry of the licence granted in terms of clause 4, or until terminated in accordance with its terms.
4.	GRANT OF LICENCE
4.1	Grant.  ComUnity hereby grants the Customer a non-exclusive and non-assignable licence to use the Software in object code form in accordance with the Use Parameters on the terms and conditions set forth in this Agreement. 
4.2	Acceptance.  The Customer -
4.2.1	accepts the licence granted to it in terms of clause 4.1;
4.2.2	acknowledges that it will only use the Software in accordance with the Use Parameters;
4.2.3	is authorised only to use the Software for its own business purposes; and
4.2.4	acknowledges that it obtains no rights of ownership of the Software whatsoever.
5.	RESTRICTIONS ON LICENCE
The Customer shall not -
5.1	except to the extent as may be permitted by law, modify, translate or create derivative works based on the Software, nor reverse assemble, de-compile or reverse engineer the Software, whether in whole or in part, or otherwise attempt to derive the source code, underlying ideas, algorithms, file formats, programming of the Software or any files contained in or generated by the Software, nor shall it permit, whether directly or indirectly, any third party to do any of the foregoing;
5.2	merge or combine the whole or any part of the Software or any part thereof with any other software or documentation without the prior written consent of ComUnity;
5.3	grant any third party direct access to the Software, including by way of lease, download, as an application or bureau service provider or any other method, unless otherwise agreed in Writing between Customer and ComUnity, and then only to the extent so agreed;
5.4	use the Software to provide an application or bureau service to any third party;
5.5	lend or transfer any part of the Software or any part thereof to any third party; or
5.6	sub-license or otherwise transfer the use of the Software, whether in whole or in part, to any third party;
5.7	remove any proprietary notices or labels on the Software.
6.	COPIES
Where Customer is provided with Installation Media—
6.1	Customer shall maintain an up-to-date written record of the number of copies of the Software and their locations and upon request forthwith produce the records to ComUnity;
6.2	the licence granted to Customer under these terms also entitles Customer to copy the Software into any machine readable or printed form for back-up or archival purposes in order to use the copy in place of the original Software supplied by ComUnity; and
6.3	Customer agrees to keep the copies under safe custody.
7.	ADDITIONAL SERVICES PROPOSED AND IMPLEMENTED
7.1	The Customer and ComUnity may agree from time to time for additional commercial digital services to be introduced and implemented to the Goods and/or Services (“additional commercial digital services”).
7.2	Either party may propose additional commercial digital services. Should both parties agree in writing to the implementation thereof and addition to the goods and/or services, the Customer shall complete and submit a written Order in this regard to ComUnity in terms of this Software Licence Agreement.
7.3	In the event that either party identifies, conceptualises, creates and/or develops the additional commercial digital services, any net income derived from or generated thereby in the ordinary course of use by the clients/users thereof, shall be shared between ComUnity and the Customer in a pre-determined ratio agreed between the parties as at the date of the proposal of such additional commercial digital services.
7.4	The parties expressly agree that the distribution of the net proceeds of the additional commercial digital services shall be negotiated on an equitable basis in each instance, with the party proposing and conceptualising the additional commercial digital services deriving the majority share of such net proceeds generated upon implementation
7.5	Notwithstanding anything to the contrary in this Software Licence Agreement or any other agreement between the parties, it is agreed that the party conceptualising and proposing the additional commercial digital services shall retain as its property the intellectual property rights associated therewith.
8.	AUDIT 
8.1	Customer to maintain records.  Customer shall maintain books and records in connection with Customer’s use of the Software under this Agreement.  Such records shall include at a minimum the number of licenses purchased and being used by Customer.
8.2	Right to audit.  ComUnity may, at its expense, audit the records of Customer to ensure compliance with the terms of this Agreement.  Any such audit shall be conducted no more than once per calendar year, shall be conducted during regular business hours at Customer's offices and shall not unreasonably interfere with Customer's business activities.
8.3	True-up.  If any audit reveals that Customer has underpaid license and/or maintenance fees to ComUnity, Customer shall be invoiced for such underpaid fees based on ComUnity's list price in effect at the time the audit is conducted.
8.4	Customer to reimburse ComUnity.  If the underpaid fees are in excess of five percent (5%) of the Fees paid by Customer, then Customer shall pay ComUnity's costs of conducting the audit.
9.	WARRANTIES
9.1	ComUnity warranties.  ComUnity warrants that -
9.1.1	it is entitled to grant the licence contemplated in this Agreement; and
9.1.2	for a period of 90 (ninety) calendar days from the Effective Date the Software will comply with the Functional Specifications when used in accordance with the Requirements, the Documentation and the terms of this Agreement.
9.2	Disclaimer of warranties.  The warranties set forth in this clause 9 are exclusive and in lieu of all other warranties, whether statutory, express or implied.  Without limiting the foregoing ComUnity disclaims any implied warranties of satisfactory quality and fitness for a particular purpose.
9.3	No representations.  The Customer warrants that it has not been induced to enter into this Agreement by any prior representations, warranties or guarantees, whether oral or in writing, except as expressly contained in this clause 9.
10.	FEES AND PAYMENT
10.1	Fees.  In consideration of the licence granted to the Customer in terms of this Agreement, the Customer shall pay the Fees set forth in the Licence Detail Sheet.
10.2	Tax.  The Fees referred to in this Agreement exclude all taxes (including without limitation value added tax and other taxes levied in any jurisdiction but excluding taxes based on the income of ComUnity), duties (including without limitation stamp duties), tariffs, rates, levies or other governmental charges or expenses payable, all of which shall be payable by the Customer in addition to the Fees stipulated in this Agreement.
10.3	Interest.  If the Customer fails to pay any of, or any part of, the Fees in accordance with the provisions of this Agreement, without prejudice to any other rights or remedies which ComUnity may have under this Agreement or in law, ComUnity shall be entitled to:
10.3.1	charge interest on the outstanding amount at a rate of 2% (two percent) above the prime overdraft rate (percent, per annum) charged by ComUnity’s then-current bankers from time to time, as evidenced by any manager of the bank, whose authority it shall not be necessary to prove. Interest shall be calculated from the due date of payment to the date of actual payment, both days inclusive, compounded calendar monthly in arrears and Customer agrees and undertakes to pay on demand the penalty interest, which it hereby accepts as fair and reasonable; and/or
10.3.2	suspend the licence granted to the Customer in terms of this Agreement until all payments in arrears have been paid in full.
10.4	Mode and method of payment.  All amounts due and payable by Customer shall be paid to ComUnity in the currency specified in the Licence Detail Sheet, failing which in United States Dollars, without deduction or set-off for any reason at an address and in a manner specified by ComUnity in writing from time to time. Customer shall not be entitled to withhold payment of any amounts payable to ComUnity to satisfy any claim of Customer under this of any other agreement.
10.5	Escalation.  If applicable, the Fees shall escalate in accordance with the Licence Detail Sheet.
11.	INTELLECTUAL PROPERTY
11.1	Intellectual Property Rights vest in ComUnity.  All right, title and interest, including but not limited to all rights under all copyright, patent and other intellectual property laws, in and to the Software shall vest in ComUnity.
11.2	Existing material.  All right, title and ownership of any code, forms, algorithms, methodologies, frameworks or materials developed by or for ComUnity or Customer independently and outside of the Agreement and provided during the course of the Agreement (“Existing Material”) shall remain the sole property of the Party providing the Existing Material.
11.3	Deliverables.  All right, title and interest, including all rights under all copyright, patent and other intellectual property laws, in and to any Deliverables shall, unless expressly agreed to the contrary in any Order, vest in ComUnity. The parties agree that the Customer shall have the right of use of the deliverable for so long as this Software Licence Agreement remains in effect. For purposes of this Software Licence Agreement, “Deliverable” means any deliverable or work product delivered by ComUnity to the Customer relating to the services it provides.
11.4	Customer not to dispute Intellectual Property Rights.  The Customer shall not question or dispute the ownership of any of the Intellectual Property Rights at any time.
12.	INTELLECTUAL PROPERTY RIGHTS INDEMNITY
12.1	Defence.  ComUnity will defend Customer against any claims made by an unaffiliated third party that the Software infringes its patent, design, copyright or trade mark and will pay the amount of any resulting adverse final judgment (or settlement to which ComUnity consents). ComUnity will reimburse Customer with all costs reasonably incurred by Customer in connection with assisting ComUnity with the defence of the action. Customer shall promptly notify ComUnity of the claim in writing and ComUnity shall have sole control over its defence or settlement.
12.2	Consequences of successful claim by third parties.  Should any third party succeed in its claim for the infringement of any intellectual property rights, ComUnity shall, at ComUnity’s discretion and within 30 (thirty) calendar days of the infringing item having been found to so infringe—
12.2.1	obtain for Customer the right to continue using the infringing item or the parts which constitute the infringement;
12.2.2	replace the infringing item or the parts which constitute the infringement with another product which does not infringe and which in all respects operates substantially in accordance with its specifications;
12.2.3	alter the infringing item in a way as to render it non infringing while still in all respects operating substantially in accordance with its specifications; or 
12.2.4	withdraw the infringing item and refund to Customer all Fees paid by Customer to ComUnity under this Agreement with regard to the infringing item in the preceding 12 (twelve) calendar month period.
12.3	Exclusion.  ComUnity shall not be liable for any claim which arises out of goods or services selected by Customer and which are procured by Customer from third parties.
12.4	Survival.  This clause 12 shall survive termination of the Agreement.
13.	LIMITATION OF LIABILITY
13.1	Direct damages limited.  Notwithstanding the form (whether in contract, delict, or otherwise) in which any legal action may be brought each Party’s maximum liability for direct damages for anything giving rise to any legal action pursuant to this Agreement shall be the total Fees already paid or due by the Customer to ComUnity during the 6 (six) month period immediately preceding the event which is the subject of the claim.  Such maximum amount shall be an aggregate amount for all claims arising out of this Agreement during the currency hereof.
13.2	Indirect damages excluded.  In no event shall either Party or its Personnel be liable for any indirect, incidental, special or consequential damages or losses (whether foreseeable or unforeseeable) of any kind (including, without limitation, loss of profits, loss of goodwill, lost or damaged data or software, loss of use, downtime or costs of substitute products) arising from this Agreement. Without limiting the generality of the foregoing, ComUnity shall not be liable for any delay, failure, breakdown, damage, loss, costs, claim, penalty, fine or expense arising from -
13.2.1	use of the Software otherwise than in accordance with the terms of this Agreement;
13.2.2	use of the Software otherwise than with the Requirements;
13.2.3	the Customer effecting any changes, modifications or Enhancements to the Software without ComUnity’s prior written consent;
13.2.4	operator error on the part of the Customer, or any fault in the hardware, Third Party Software or software supplied to or obtained by the Customer from any entity other than ComUnity;
13.2.5	the intentional or negligent act or omission of any person who is not a member of ComUnity’s Personnel;
13.2.6	negligence of the Customer;
13.2.7	the actions or omissions of any telecommunications authority or a supplier of telecommunications services; or
13.2.8	any other cause, including, but not limited to the failure or fluctuation of electrical supplies, accidents or natural disasters.
13.3	Exclusions.  The limitations contemplated in this clause 13 shall not apply to any breach by a Party of the other Party’s proprietary or confidential information or intellectual property, or damages arising from a Party’s wilful misconduct (including theft, fraud or other criminal act).
13.4	ComUnity not liable for Customer default.  ComUnity shall not be liable for any loss or damage of whatsoever nature suffered by the Customer arising out of or in connection with any breach of this Agreement by the Customer or any act, misrepresentation, error or omission made by or on behalf of the Customer or the Customer’s Personnel.
14.	TERMINATION
14.1	Termination. Either Party may terminate this Agreement with immediate effect upon written notice to the other in the event that the other Party:
14.1.1	breaches any material term of this Agreement (including, in the case of the Customer, any of the terms of clauses 3 or 5) and such breach is incapable of remedy or, if the breach is remediable, it continues for a period of 14 (fourteen) days after written notice requiring the same to be remedied has been given to the Party in breach; 
14.1.2	the other Party fails to pay any amount due within 14 (fourteen) days of its due date;
14.1.3	specifically the Customer, fails to make payment(s) of any amount under this Agreement timeously more than twice in any rolling 3 (three) month period;
14.1.4	takes steps to place itself, or is placed, in liquidation, whether voluntarily or compulsorily, or in judicial management, administration or business rescue, in either case whether provisionally or finally;
14.1.5	enters into any compromise, composition or arrangement with any of its creditors or attempts to do so; 
14.1.6	takes steps to deregister itself or is deregistered; 
14.1.7	ceases to carry on its business in the normal and regular manner;
14.1.8	commits an act of insolvency as defined in the Insolvency Act, 1936, as amended, or, being a corporate body, commits an act which would be such an act of insolvency if committed by a natural person; or
14.1.9	fails to satisfy a judgement against it within 30 days after it becomes aware of the judgement, or is refused a rescission of any default judgement or it permits any of its assets to be attached under a warrant of execution which is not satisfied within a period of 30 days after service thereof.
14.2	Change of Control.  Should Customer undergo a change of Control without the prior written consent of ComUnity, which consent shall not be unreasonably withheld or delayed, then ComUnity may terminate the Agreement forthwith on Written notice to Customer specifying the date as of which such termination will be effective.
14.3	Licences and consents.  Should any licence, permit, certificate, consent, exemption or other legal requirement of a material nature without which ComUnity is unable effectively to provide the Software under this Agreement expire, terminate, not be renewed or be withdrawn or refused for any reason whatsoever, then ComUnity may terminate this Agreement upon 14 (fourteen) calendar days’ Written notice to Customer.
14.4	No prejudice. Termination of this Agreement shall be without prejudice to any other rights or remedies of the terminating Party.
14.5	Duties on termination. Within 14 (fourteen) calendar days after the date of termination of this Agreement, Customer shall return to ComUnity, or destroy the applicable original and all copies of the Software and Documentation, in accordance with the written instructions from ComUnity, failing such instructions, they shall be destroyed in any form, in whole or in part, and an officer of Customer shall certify to ComUnity in writing that it has been done.
14.6	Survival. In the event of termination of this Agreement by the Customer, the provisions of clause 14.5 shall not apply and clauses 3, 5, 6, 11, 12, 17 and 20 shall survive termination of this Agreement.
15.	DISPUTE RESOLUTION
15.1	Managing Directors.  Any dispute which arises between the Parties shall be referred to senior executives of the Parties (or their duly authorised representatives) who will use their best endeavours to resolve the dispute in good faith within 5 (five) Business Days of the dispute having been referred to them.
15.2	Failure to resolve.  Should the Parties be unable to resolve a dispute, the dispute will be finally resolved in accordance with the Rules of LCIA, by an arbitrator or arbitrators appointed by it.
15.3	Demand for arbitration.  Either Party may demand that a dispute be referred to arbitration by giving Written notice to that effect to the other Party.
15.4	Urgent interim relief.  Nothing in the Agreement shall preclude either Party from obtaining interim relief on an urgent basis from a court of competent jurisdiction.
15.5	Arbitration terms.  The arbitration referred to in clause 15.2 shall be held - 
15.5.1	at London in the English language; and
15.5.2	immediately and with a view to its being completed within 21 (twenty-one) calendar days after it is demanded.
15.6	Right of appeal.  The Parties irrevocably agree that the submission of any dispute to arbitration is subject to the Parties' rights of appeal. Either Party may appeal the arbitration ruling by giving Written notice to the other Party to the arbitration within 20 (twenty) calendar days of the ruling being handed down. The appeal shall be dealt with in accordance with the rules of LCIA by a panel of 3 (three) arbitrators appointed by LCIA.
15.7	Parties to be bound.  The Parties irrevocably agree that on expiry of the 20 (twenty) calendar day period for appeal or the handing down of the ruling of the appeal panel, as the case may be, as contemplated in clause 15.6, the decision in arbitration proceedings—
15.7.1	shall be final and binding on the Parties;
15.7.2	shall be carried into effect; and
15.7.3	may be made an order of any court of competent jurisdiction.
15.8	Costs.  The costs of any reference to arbitration will be borne by the unsuccessful Party, unless otherwise determined by the Parties or the arbitrator, irrespective of which Party referred the dispute to arbitration.
15.9	Severability.  This clause 15 is severable from the rest of the Agreement and shall remain valid and binding on the Parties notwithstanding any termination of this Agreement.
15.10	Collection proceedings.  ComUnity retains the right to institute collection proceedings in a court of law of competent jurisdiction for matters involving outstanding payment.
16.	NOTICES AND DOMICILIUM
16.1	Addresses.  The Parties hereby choose domicilium citandi et executandi (“Domicilium”) for all purposes under this Agreement the physical addresses set out on the cover sheet of this Agreement.
16.2	Change of Address.  Either Party may give written notice to the other, change its Domicilium to any other physical address and its telefax number to any other number, provided that such change shall take effect fourteen 14 (fourteen) calendar days after delivery of such written notice.
16.3	Deemed Delivery.  Notice will be deemed given –
16.3.1	if delivered by hand to a responsible person during Business Hours to the designated physical address, on the date of delivery;
16.3.2	if sent by pre-paid registered post in a correctly addressed envelope to the designated postal address, on the 10th (tenth) Business Day after the date of posting; or
16.3.3	if sent by fax to the designated fax number, on the 1st (first) Business Day following the date of successful transmission.
16.4	Notice actually received.  Notwithstanding anything to the contrary stated above, if a notice or communication is actually received by a Party, adequate notice or communication shall have been given, even though it was not delivered in a manner described above.
16.5	Use of e-mail.  The Parties record that, whilst they may correspond via e-mail during the currency of the Agreement for operational reasons, no formal notice required in terms of the Agreement, nor any amendment or variation to the Agreement may be given or concluded via e-mail.
17.	ASSIGNMENT
17.1	No assignment by Customer.  The Customer shall not be entitled to cede, assign, delegate or otherwise transfer the benefit or burden of all or any part of the Agreement without the prior Written consent of ComUnity.
17.2	Assignment by ComUnity.   ComUnity shall be entitled to cede, assign, delegate or otherwise transfer the benefit or burden of all or any part of the Agreement without the prior written consent of the Customer, provided that ComUnity shall notify Customer within a reasonable time of the event occurring.  
18.	NON-EXCLUSIVITY
Nothing in this Agreement shall be construed as precluding or limiting in any way the right of ComUnity to provide software, goods or services of any kind or nature whatsoever to any person or entity as ComUnity in its sole discretion deems appropriate.
19.	SERVICES
Should Customer require any services (including any consulting, implementation, maintenance, support, training, software development or other services) to be provided in respect of the Software, then the services shall be provided subject to the terms and conditions of a separate agreement which shall be concluded between the Parties.
20.	GENERAL
20.1	Entire Agreement.  This Agreement constitutes the entire agreement between the Customer and ComUnity in respect of the subject matter of this Agreement.
20.2	Variation.  No amendment or modification to this Agreement shall be effective unless in Writing and Signed by authorised signatories of both the Customer and ComUnity.  
20.3	Waiver.  No granting of time or forbearance shall be or be deemed to be a waiver of any term or condition of this Agreement and no waiver of any breach shall operate a waiver of any continuing or subsequent breach.
20.4	Severability.  If the whole or any part of a provision of this Agreement is void or voidable by either Party or unenforceable or illegal, the whole or that part (as the case may be) of that provision, shall be severed, and the remainder of this Agreement shall have full force and effect, provided such severance does not alter the nature of this Agreement between the Parties.
20.5	Governing Law and jurisdiction.  This Agreement shall be governed and construed according to the laws of the United Kingdom and the Customer agrees to submit to the exclusive jurisdiction of the United Kingdom courts.
20.6	Costs.  Each Party shall be responsible for its own legal and other costs relating to the negotiation of this Agreement.
20.7	Publicity.  Neither Party will make or issue any formal or informal announcement or statement to the press in connection with the Agreement, without the prior written consent of the other Party.
20.8	Right to reference.  The Customer hereby consents to the use by ComUnity of the Customer’s name and a general description of the Software licensed by ComUnity in terms of this Agreement in any proposals or other similar such documents which ComUnity may issue or submit from time to time.