sub-license agreement

Sub-License Agreement

Terms and Conditions

IN THIS SUB-LICENCE (which includes the appended General Conditions):

"DBD" means DATA BY DESIGN LIMITED whose address for the purpose of this Sub-Licence is Pinwydden, Llanrwst Road, Bryn-y-Maen, Colwyn Bay, North Wales, LL28 5EN.

DBD hereby grants to SUB-LICENSEE and SUB-LICENSEE hereby accepts a Sub-licence to use the Data as specified in the Schedule on the terms and conditions of this Sub-licence.

SCHEDULE

(i) Data: Digital copy of the 2000 Department of Trade and Industry Development of the Oil and Gas Resources of the United Kingdom published as a linked collection of text, graphics and tables.

(ii) Medium in which data to be supplied: CD-ROM

(iii) Quantity to be supplied: One copy

(iv) Delivery Timescale: One month from receipt of confirmed order subject to availability of Data

(v) Sub-licence Fee: As published on the current published price list (subject to the addition of value added tax and/or other applicable tax).

GENERAL CONDITIONS OF SUB-LICENCE

CONDITION 1 - DEFINITIONS AND HEADINGS

1.1 In this Agreement except where the context otherwise requires:

(i) "Specified" means Specified in the Schedule hereof.

(ii) "Designated Users" means any of the SUB-LICENSEE's subsidiary or holding companies (as defined in S.736 of the Companies Act 1985, as amended) or subsidiary of such holding company (whilst such relationship is maintained with the SUB-LICENSEE) or bona fide consultants working for the SUB-LICENSEE in the course of their duties.

(iii) "DBD’s LICENSOR" means the Controller of Her Majesty's Stationery Office, the Secretary of State for Trade and Industry and, if applicable, any third party who has granted to DBD the right to sub-license all or any part of the Data.

(iv) "Property Rights" means copyright, patents and other industrial and intellectual property rights.

1.2 The headings here are for convenience only and shall not affect the interpretation of the Conditions.

CONDITION 2 - SUPPLY

2.1 DBD shall supply the Data to SUB-LICENSEE by a suitable method of delivery selected by DBD. The Data supplied shall be the version and medium current at the time of delivery.

2.2 DBD shall use all reasonable efforts to supply the Data in the Specified timescale but time shall not be of the essence. DBD shall have no liability for delay resulting from industrial dispute or any cause outside its reasonable control and the Specified timescale shall be subject to reasonable extension in the event of such delay. Without prejudice to the provisions of Sub-Condition 9.2, DBD’s liability for proven loss due to delay arising from other causes shall in any event be limited to five per cent of the Specified SUB-LICENCE fee for the Data.

2.3 Risk in the Data shall pass to the SUB-LICENSEE upon delivery. Title to the Data shall not pass to the SUB-LICENSEE.

2.4 DBD shall have no responsibility to maintain, develop or adapt the Data except as stated in this Sub-licence.

CONDITION 3 - SUB-LICENCE

The Sub-licence herein granted to SUB-LICENSEE is a non-exclusive SUB-LICENCE for the SUB-LICENSEE and Designated Users to use the Data and extends to any copies made under Condition 4.

CONDITION 4 - COPYING

SUB-LICENSEE may make only as many copies of the Data as may be reasonably necessary for the purpose of internal use by SUB-LICENSEE and Designated Users and such copies may be used only for such purposes. SUB-LICENSEE shall replicate in and/or on any such copies, as appropriate, the same marks and legends relating to Property Rights in respect of the Data as appear in and/or on the Data as supplied by DBD. Ownership of all copies shall vest in DBD.

CONDITION 5 - CONFIDENTIALITY

SUB-LICENSEE agrees to receive and hold in confidence the Data, not to disclose all or part of the Data to any third party (other than Designated Users) and to enforce all reasonable regulations on the directors, officers, agents and employees of it and the Designated Users to preserve the confidential nature of the Data. The foregoing provisions of this Condition shall survive termination of this Sub-licence.

CONDITION 6 - PROPERTY RIGHTS

6.1 The Data and all Property Rights therein remain the property of DBD or DBD’s LICENSOR.

6.2 Except solely as to DBD’s warranty of its rights to grant this Sub-licence under DBD’s agreement with DBD’s LICENSOR, no warranty is given by DBD that the use or copying of the Data by SUB-LICENSEE does not infringe any Property Rights of any third party. DBD shall have no liability in respect of any such infringement.

6.3 The SUB-LICENSEE should be aware that infringement of Copyright is a criminal offence and further action may be taken by DBD singularly or jointly with the DBD’s LICENSOR against the SUB-LICENSEE in the event of any such infringement.

CONDITION 7 - ACCEPTANCE

If the Data is not in conformity with UK generally-accepted industry quality current at the time of its delivery, SUB-LICENSEE may reject it by returning it to DBD with written notice of rejection, specifying the reason for rejection, within fourteen (14) days after delivery of the Data. If not so rejected, the Data shall be deemed accepted by SUB-LICENSEE. In the event of valid rejection, DBD shall provide a replacement copy of the Data. If there is a further valid rejection, the SUB-LICENSEE shall be entitled to a refund of the SUB-LICENCE fee or pro-rata credit for partial rejection.

CONDITION 8 - WARRANTY

8.1 SUB-LICENSEE acknowledges that the Data cannot be tested in every possible operation and accordingly DBD does not warrant that the Data will be free of all defects. In the event that within thirty (30) days after delivery by DBD of the Data, SUB-LICENSEE discovers any fundamental defect in it, then provided that SUB-LICENSEE promptly notifies DBD of the defect in writing in sufficient detail to enable DBD to determine its nature and effect, DBD shall either:

(i) notify SUB-LICENSEE to return the Data following which DBD shall repay the Sub-licence fee, or

(ii) correct or modify the Data to obviate or materially obviate the defect.

8.2 DBD’s liability under this Condition shall be the limit of DBD’s liability as defined in Condition 8.1 and all other express or implied conditions, warranties and other liability howsoever arising whether in contract or in tort or under statute in respect of quality, fitness, condition, use, specification or representation of or relating to the Data are hereby excluded.

8.3 SUB-LICENSEE hereby acknowledges that it is responsible for the selection of the Data to meet its functional and operational requirements. DBD does not warrant and shall have no liability for, the suitability of the Data for SUB-LICENSEE's purposes, even if such purposes have been made known to DBD.

CONDITION 9 - LIABILITY

9.1 Except as set out in Sub-Condition 2.2 or Condition 8 and except for death and personal injury resulting from DBD’s negligence, DBD shall have no liability howsoever arising whether in contract or in tort or under statute for any loss or damage incurred by SUB-LICENSEE in connection with this Sub-licence or the Data or any act or omission of DBD hereunder (including but not limited to, loss or damage resulting from infringement of Property Rights or delay in delivery of the Data or defects in the Data or SUB-LICENSEE's use of or inability to use the Data).

9.2 Without prejudice to the generality of Sub-Condition 9.1 in no event shall DBD be liable for any loss of contracts or profits or for any additional operating expenses or for any indirect or consequential losses whatsoever.

9.3 The obligations of the SUB-LICENSEE under this Agreement shall apply mutatis mutandis to all Designated Users. The SUB-LICENSEE shall be responsible for all acts or defaults of such Designated Users as if they were the act or default of the SUB-LICENSEE.

9.4 The provisions of this Condition shall apply whether or not this Sub-licence is terminated.

CONDITION 10 - SUB-LICENCE FEE

10.1 The Specified SUB-LICENCE fee shall be due upon delivery of the Data and shall be paid within thirty days after submission by DBD of its invoice. The Sub-license fee shall be subject to the addition of value added tax and any other applicable taxes.

10.2 In the event of delay in payment, DBD reserves the right to charge interest on a daily basis at the annual rate of four (4) percentage points above the base lending rate or rates (or any successor to such rate) of Midland Bank plc (or such other London clearing bank as may be nominated by DBD) in force over the period of delay.

CONDITION 11 - TERMINATION

11.1 This Sub-licence may be terminated by SUB-LICENSEE at any time after delivery of the Data by fourteen (14) days written notice to DBD.

11.2 Without prejudice to any other rights or remedies of DBD, DBD may terminate this Agreement forthwith by written notice to SUB-LICENSEE:

(i) If SUB-LICENSEE commits a breach of this Sub-licence and fails to remedy such breach within thirty (30) days of a written notice from DBD specifying the breach, or

(ii) If SUB-LICENSEE goes into liquidation (except for amalgamation or reconstruction) or suffers distress or execution, or being an individual commits an act of bankruptcy, or makes an arrangement with its creditors, or has a receiver appointed for any of its assets.

11.3 Without prejudice to any other rights or remedies of DBD, DBD may terminate this Sub-licence in respect of any relevant Designated User forthwith by written notice to the SUB-LICENSEE if any of the events in Sub-Condition 11.2 apply, mutatis mutandis, to a Designated User.

11.4 Termination shall not discharge SUB-LICENSEE from payment of any sums accrued due to DBD (whether or not invoiced) up to the date of termination, or entitle SUB-LICENSEE to repayment of any sums paid to DBD.

11.5 Upon termination of this Sub-licence SUB-LICENSEE or Designated User(s) as the case may be shall cease to have any rights or sub-licenses in respect of the Data, shall cease use thereof, shall erase the Data from any storage apparatus and shall return to DBD the Data supplied by DBD and all then existing copies made by SUB-LICENSEE, and shall warrant in writing to DBD that all data, plots, displays, results, analyses, variations and modifications derived from the Data are destroyed.

CONDITION 12 - ASSIGNMENT

This SUB-LCENCE is personal to Sub-Licensee and neither it nor the SUB-LICENCE granted hereunder may be assigned , transferred or sub-licensed by Sub-Licensee. DBD may assign any of its rights and obligations hereunder. This SUB-LICENCE shall enure to the benefit of DBD’s successors or assigns.

CONDITION 13 - LAW AND ARBITRATION

13.1 This Sub-licence contains the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and replaces all prior agreements, understandings and representations relating to the said subject matter.

13.2 This Sub-licence shall be governed by English Law. All differences between the parties arising out this Sub-licence shall (except whereby its terms DBD’s decision is to be final and binding, or except in respect of those matters for which DBD’s agreement is expressed to be required) be referred to the arbitration of two persons or their umpire in accordance with the provisions of the Arbitration Act 1950 or any statutory modification or re-enactment thereof, the provisions whereof shall apply as far as possible.