LICENCE AGREEMENT

LICENCE relating to the use and reproduction of PCGraphics Maps and Designs
THIS LICENCE is made BETWEEN PCGraphics (UK) Limited of 1 Westminster Court, Old Woking, Surrey, GU22 9LG ("PCG") of the one part and the Licensee named in the Order Form.
RECITALS:
1 PCGRAPHICS (UK) LIMITED ("PCG") is the owner of the Intellectual Property Rights (as defined below)
2 The Licensee wishes to use the Intellectual Property Rights in respect of the Publications (defined below); and
3 PCG has agreed to grant the Licensee a licence on the terms of this Licence.
IT IS NOW AGREED as follows:-
1. DEFINITIONS AND INTERPRETATION
1.1 In this Licence, the following definitions shall apply unless the context requires otherwise:-
1.1.1 the "Licence" means this licence together with any schedule attached hereto
1.1.2 the "Artwork" includes digitised forms of the Material;
1.1.3 the "Commencement Date" means todays date;
1.1.4 the "Intellectual Property Rights" means the intellectual property rights in PCG’s mapping including Location maps, World Cities, World map, Europe map, World Time Zones;
1.1.5 the "Licence Fee" means the charge for the use of the Artwork.
1.1.6 the "Material" means PCG’s Maps;
1.1.7 the "Permitted Manner" means use of the Material in accordance with the details specified;
1.1.8 the "Publication" means the publication named;
1.1.9 the "Territory or Territories" means the territory or territories named;
1.1.10 "Year" means the period of twelve calendar months commencing on the Commencement Date.
1.2 The headings in this Licence are for convenience only and shall not affect their interpretation.
1.3 Where appropriate words denoting a singular number only are used these shall include the plural and vice versa. Where appropriate words denoting the masculine gender only are used these shall include the feminine and vice versa.
2. RIGHTS GRANTED
2.1 In consideration of the payment set out in clause 3 below PCG hereby grants to the Licensee the right to print and publish the Material as a part of the Publication in the Permitted Manner.
2.2 The right granted by clause 2.1 above is by way of licence only and does not confer upon the Licensee any right or interest in the Intellectual Property Rights in the Material.
2.3 This Licence is personal to the Licensee who shall not assign transfer or otherwise dispose of the rights granted by this Licence nor shall the Licensee sub-license or authorise any other person to exercise the rights hereby given.
2.4 Nothing contained in this Licence shall confer upon the Licensee the sole and exclusive right to reproduce or use the Material and PCG shall be at liberty to licence other parties to reproduce or use the Material.
2.5 The Licensee shall ensure that it will from time to time as requested by PCG or its authorised representative permit the inspection of the facilities used in the production of the Material and when required will provide samples and other material to allow PCG to ensure the terms of the licence are being complied with, and the Licensee will provide all reasonable access to its facilities during normal working hours to any representative of PCG for the purpose of such inspections.
3 PAYMENT
The Licensee shall on the date hereof pay the Licence Fee to PCG. Payments shall be made in sterling by a credit or debit card acceptable to PCG.
4 DURATION
This Licence shall commence on the Commencement Date and shall continue for a period of 1 (one) Year subject to earlier termination in accordance with clause 11.
5 PERMITTED NUMBER OF COPIES
For the purposes of this Licence Agreement there are no limits to the number of printed copies of the map in an individual publication.
6 THE ARTWORK
6.1 Subject to payment of the Licence Fee as set out in clause 3 above, PCG will make the Artwork available to the Licensee.
6.2 The parties hereby acknowledge and agree that the Artwork remains the property of PCG at all times. The Licensee shall be liable for any loss of or damage to the Artwork howsoever caused.
6.3 The Artwork shall not be used for any purpose other than for reproduction in the Publication in accordance with this Licence.
6.4 The Artwork shall not be altered in any way without the PCG 's previous written consent and the Licensee shall ensure that the reproduction thereof in the Publication shall be a true and exact replica of the Artwork.
6.5 PCG shall notify the Licensee of any modifications, amendments and/or updates to the Material and the Licensee undertakes to accept and incorporate such modifications, amendments and/or updates, at the next manufacturing/print run. The Licensee shall not deal in any way with Publications incorporating the old Material after 6 (six) months of such notification.
7 THE TERRITORY
The Licensee shall only insert the Material in a Publication which is for distribution in the
Territory or Territories agreed between PCG and the Licensee.
8 REGISTERED USER NUMBER
The Artwork supplied by PCG shall clearly show the registered user number detailed in the schedule to ensure each copy printed by the Licensee is marked with the registered user number. The Licensee may not delete or alter this registration user number.
9 REGISTRATION AND RENEWAL
9.1 The Licensee agrees that upon receipt of a written request from PCG it will complete all document necessary to secure its registration as a licensee of the Material, such agreements and documentation being granted on reasonable terms and conditions not inconsistent with the terms and conditions of this Agreement.
10. INFRINGEMENT
10.1 The Licensee shall notify PCG of all possible infringements of the Material or relevant passing-off or unfair competition, and of any applications to register which might conflict or be confused with any of the Material, which may come to its attention. PCG shall then take whatever action it deems appropriate to terminate such infringements, passing-off or unfair competition. PCG shall have the exclusive right to take and conduct action against third parties in respect of the Material.
11 TERMINATION
11.1 Without prejudice to its other remedies PCG may terminate this Licence forthwith by notice in writing if the Licensee:
11.1.1 commits a persistent or material breach of any term of this Licence which (in the case of a breach capable of remedy being remedied) shall not have been remedied within thirty (30) days of a written request to remedy the same; or
11.1.2 is unable to pay its debts or enters into compulsory or voluntary liquidation (other than for the purpose of perfecting a reconstruction or amalgamation in such manner that the company resulting from such reconstruction or amalgamation with a different legal entity shall agree to be bound by and assume the obligations of the Licensee under this Licence) or compounds with or convenes a meeting of its creditors or has a receiver or manager or an administrator appointed over any or all of its assets or ceases for any reason to carry on business or takes or suffers any similar action which in the opinion of PCG giving notice means that the Licensee may be
unable to pay its debts; or
11.1.3 if the Licensee is subject to any change of control including but not limited to a take-over, management buy-out or other reconstruction; or
11.1.4 ceases to trade or threatens to cease to trade.
11.2 Termination of this Licence for whatever reason shall not affect the parties’ accrued rights arising in any way out of this Licence other than the date of termination and in particular but without limitation the right to recover damages from the other.
11.3 On the termination of this Licence for whatever reason the Licensee shall immediately cease to make use of the Artwork which must be returned forthwith.
12 COMMUNICATIONS
Any communication between the parties required under the terms of this Licence shall be sent by first class registered post and in the case of PCG is to be addressed to the PCGraphics (UK) Limited, 1 Westminster Court, Old Woking, Surrey, GU22 9LG and in the case of the Licensee be sent to the address in the order form.
13 JURISDICTION
This Licence shall be subject to and construed in accordance with English law and the parties hereby submit to the jurisdiction of the English courts.
14 GENERAL
14.1 Accuracy of Information
PCG will use its best endeavours to ensure that the information given in the Material is accurate at the time the Artwork is delivered to the Licensee but no guarantee or warranty is issued or implied and no responsibility as to the accuracy of the information is given.
14.2 Confidentiality
Each party undertakes to the other both during the term of this Agreement and thereafter to treat as Confidential Information, information which it may learn about the other party’s business. Each party undertakes not to use or disclose this Confidential Information to any person except to its officers and employees whose duties cannot be fulfilled without such disclosure and to use its best endeavours to procure that the people to who such information is disclosed keep it confidential and take all reasonable steps to minimise the risk of further disclosure.
14.3 Entire Agreement
This Licence contains the entire agreement between the parties with respect to its subject matter, and may not be modified except by an instrument in writing signed by the duly authorised representatives of the parties.
14.4 Severability
If any provision of this Licence is held by any court or competent authority to be void or unenforceable in whole or in part, the other provisions of this Licence and the remainder of the affected provisions shall continue to be valid. The parties shall then use all reasonable endeavours to replace the invalid or unenforceable provision by a valid provision the effect of which is the closest possible to the intended effect of the invalid or unenforceable provision.
14.5 Waivers
Any waiver by either party of a breach or default of any of the provisions of this Licence by the other party shall not be construed as a waiver of any succeeding breach of the same or other provisions nor shall any delay or omission on the part of either party to exercise or avail itself of any right power or privilege that it has or may have hereunder operate as a waiver of any breach or default by the other party.