DATED – FROM THE 26TH MARCH 2018 (1) CONSTRUCTION SKILLS CERTIFICATION SCHEME LIMITED

(2) [SOFTWARE COMPANY]

SOFTWARE LICENCE AGREEMENT

THIS AGREEMENT is made on [DATE]

BETWEEN

(1) CONSTRUCTION SKILLS CERTIFICATION SCHEME LIMITED, incorporated and registered in England and Wales with company number 3024675, the registered office of which is at 52 Bedford Row, London, WC1R 4LR (“Licensor”); and

(2) [ ] incorporated and registered in England and Wales with company number [ ] the registered office of which is at [ ](“Licensee”).

(hereinafter referred to individually as “Party” and together the “Parties”)

RECITALS

(1) Under an agreement with Reference Point Limited, the owner of the Software, the Licensor is entitled to licence others to use the Software within the context of the CSCS Smartcard Scheme.

(2) The Licensor has agreed to grant to the Licensee a non-exclusive licence to use the Software and the Software Documentation on the terms and subject to the conditions set out in this Agreement.

IT IS AGREED as follows:

1 DEFINITIONS

1.1 The definitions in this clause apply in this Agreement: “Client” means a customer of the Licensee to which the Software is sub-licensed as part of a product provided to that customer by the Licensee in accordance with clause 2.1.2;

“Commencement Date” means [DD month YYYY]

“Confidential Information” means all information relating to or comprised in the Software or Software Documentation which is not public knowledge and has not been disclosed to third parties except under an obligation of confidentiality, including all know-how and trade secrets, together with any and all information relating to the business finances or affairs of either Party; and the terms and conditions of this Agreement;

“CSCS Smartcard Scheme” means the skills certification scheme for the construction industry in the United Kingdom run by the Licensor whereby applicants are issued with personalised smartcards detailing their training and qualifications;

“Intellectual Property Rights” means all patents, copyrights, design rights, trade marks, service marks, trade names, domain names, trade secrets, know-how, database rights and other rights in the nature of intellectual property rights (whether registered or unregistered) and all applications for the same, anywhere in the world;

“Licence Administration Fee” means £500.00;

“Modified Software” means Software once integrated by the Licensee into its own software applications.

“Modified Software Documentation” means all and any documentation (whether in human or machine-readable form) relating to the Modified Software, including but not limited to all versions of: (a) operating manuals, user instruction manuals and training materials; and (b) documents associated with the creation, design, development or modification of the Modified Software, including technical or functional specifications, flow charts, algorithms, architectural diagrams, data models, build instructions, programming manuals, programming notes, testing or configuration documentation and technical data, but excluding the Software Documentation;

“Software” means all versions of the software developer’s kit (known as “Embedded Go Smart”) for the facilitating, reading and processing of CSCS smartcards and smartcards compatible thereto.

“Software Documentation” means all and any documentation (whether in human or machine-readable form) relating to the Software, including but not limited to all versions of: (a) operating manuals, user instruction manuals and training materials; and (b) documents associated with the creation, design, development or modification of the Software, including technical or functional specifications, flow charts, algorithms, architectural diagrams, data models, build instructions, programming manuals, programming notes, testing or configuration documentation and technical data;

2 GRANT OF LICENCE

2.1 Subject to and in accordance with the terms of this Agreement, the Licensor grants to the Licensee a non-exclusive, non-transferable (except as expressly permitted in this Agreement) licence in the UK to:

2.1.1 use the Software and Software Documentation solely for the purposes of:

(a) testing and integrating the Software with the Licensee’s products for use in the context of the CSCS Smartcard Scheme (and for the avoidance of doubt this does not include the right to reverse engineer the Software) and

(b) supporting Clients who have licensed the Modified Software from the Licensee in accordance with clause 2.1.2; and

2.1.2 reproduce and distribute copies of the Modified Software, Software Documentation and Modified Software Documentation to Clients in the UK provided that:

(a) the Modified Software is integrated or bundled with the Licensee’s product provided to the Client;

(b) all copyright and proprietary notices contained on the original versions of the Software and Software Documentation appear on all copies made and on the Modified Software and Modified Software Documentation;

(c) the Client is only permitted to use the Modified Software, Software Documentation and Modified Software Documentation for its own business purposes and within the context of the CSCS Smartcard Scheme, and is not permitted to use the Modified Software, Software Documentation and Modified Software Documentation to provide services to third parties; and

(d) the Modified Software is licensed to the Client by the Licensee on terms which exclude the Licensor from any liability to the Client.

(e) the Modified Software shall only be used by the Client in compliance with applicable data protection rules

2.2 As between the Licensor and the Licensee, the Licensor retains the Intellectual Property Rights in and to all originals and copies of the Software and Software Documentation. The Licensee shall have no rights in the same, other than the rights expressly granted in clause 2.1.

2.3 The Licensee shall promptly report to the Licensor as soon as it becomes aware of any infringement or suspected infringement of any Intellectual Property Rights in the Software or Software Documentation.

2.4 The Licensor is under no obligation to update the Software or Software Documentation or, if the Software or Software Documentation is updated, to provide such updates to the Licensee.

3 TERM

3.1 The licence granted in clause 2.1 above shall commence on the Commencement Date and shall continue thereafter until or unless terminated in accordance with the provisions of this Agreement.

3.2 The licensee may terminate this licence upon 60 days written notice.

3.3 The licensor at its entire discretion may terminate this license upon 60 days written notice should it judge that the licensee’s use of the software risks damaging the good name of CSCS subject to the licensee being allowed during this notice period to remedy the situation to the satisfaction of the licensor.

3.4 Either Party may upon written notice to the other terminate this Agreement immediately if the other Party is in breach of any material provision of this Agreement and, in the case of a breach capable of being remedied, fails to remedy the breach within thirty (30) days after being given written notice of such breach.

3.5 Either Party may terminate this Agreement forthwith if the other Party: terminates or suspends its business; becomes subject to any bankruptcy or insolvency proceeding; becomes insolvent; or becomes subject to direct control by a trustee, receiver, or similar authority.

3.6 Termination of this Agreement will not relieve the Licensee from any obligation to pay the Licence Administration Fee or any other amounts due under this Agreement. Upon termination, the Licensee shall:

3.6.1 cease use of the Software, Modified Software, Software Documentation and Modified Software Documentation;

3.6.2 return or destroy (at the Licensor’s request) all copies of the Software, Modified Software, Software Documentation and Modified Software Documentation, together with any Confidential Information; and

3.6.3 certify in writing to the Licensor that it has done so.

3.7 The provisions of clauses 3.5, 3.6, 6, 7, 8, 9 and 10 shall survive any termination of this Agreement.

4 PAYMENT

4.1 The Licensee shall pay to the Licensor the Licence Administration Fee as a one-off fee to cover the Licensor’s costs of entering into this Agreement. The rights granted in clause 2 are granted by the Licensor to the Licensee without charge.

4.2 The Licence Administration Fee shall be paid by the Licensee within thirty (30) days of the date of the Commencement Date. Late payment shall attract interest at 4% above the base rate of Barclays Bank plc in force from time to time until payment in full is made.

4.3 The Licence Administration Fee and all other charges payable under this Agreement are exclusive of any applicable VAT and other sales tax which shall be payable by the Licensee at the rate and in the manner prescribed by law against submission of a valid tax invoice.

5 RESTRICTIONS

5.1 The Licensee shall, and shall procure that all Clients shall, only use the Software, Modified Software, Software Documentation and Modified Software Documentation for lawful purposes and in accordance with the Licensor’s instructions from time to time.

5.2 The Licensee agrees that in relation to the Software, Modified Software, Software Documentation and Modified Software Documentation it shall not, except as expressly permitted in clause 2.1, and shall procure that all Clients shall not:

5.2.1 distribute, sell, lease, rent, lend, assign, sublicense or otherwise transfer all or any part thereof;

5.2.2 remove, obscure or alter any logo, copyright, restricted rights, legend or other notice of proprietary rights that appears or is contained thereof;

5.2.3 decompile, disassemble or reverse engineer all or any part thereof; or

5.2.4 copy, modify, store, distribute, link, broadcast or publish any part thereof or permit a third party to do so.

6 INTELLECTUAL PROPERTY INDEMNITY

6.1 Subject to clause 6.2, as between the Licensor and the Licensee, Licensor shall defend at its own expense any claim brought against the Licensee alleging that the Licensee’s use of the Software or Software Documentation infringes the Intellectual Property Rights of a third party and the Licensor shall pay all costs and damages awarded or agreed to in settlement of such claim provided that the Licensee makes no admission of liability or offer of settlement and gives the Licensor prompt written notice of any such claim, reasonable assistance in relation to such claim and sole authority to defend or settle such claim.

6.2 The indemnity in clause 6.1 shall not apply to claims to the extent that such claims are based on or result from:

6.2.1 Modifications made to the Software or Software Documentation by the Licensee;

6.2.2 the combination of the Software with the Licensee’s products; or

6.2.3 the Licensee’s sublicensing or distribution of the Software after the Licensor has instructed the Licensee to cease sublicensing or distribution of the Software due to a claim of infringement.

6.3 The Licensee shall defend at its own expense any claim brought against the Licensor alleging that the Licensor’s, Licensee’s or a Client’s use of the Modified Software or Modified Software Documentation infringes the Intellectual Property Rights of a third party and the Licensee shall pay all costs and damages awarded or agreed to in settlement of such claim provided that the Licensor makes no admission of liability or offer of settlement and gives the Licensee prompt written notice of any such claim, reasonable assistance in relation to such claim and sole authority to defend or settle such claim.

7 WARRANTY

7.1 The Licensee represents and warrants that it shall not breach the contractual or statutory rights of any third party and that it shall comply with all laws, regulations, guidelines, authorisations and codes of practice as applicable from time to time.

8 LIABILITY

8.1 The Software and Software Documentation is licensed “as is”. The Licensor gives no warranties of any kind, either express or implied. The Licensor specifically disclaims any implied warranties of satisfactory quality, fitness for a particular purpose, reasonable care and skill or arising from course of dealing, course of performance or usage or trade. The entire risk as to the quality and performance of the software is with the Licensee. The Licensor does not warrant that the functions contained in the software will meet the Licensee’s or its Clients’ requirements or that the operation of the software will be uninterrupted or error free or that software defects will be corrected.

8.2 In no event will the Licensor be liable for any loss of profits, anticipated earnings, savings, business, or revenue or the use thereof, goodwill, data or corruption thereof or any special, penal, incidental, indirect, or consequential damages of any kind, or any damages resulting from the inability to use, or the use of the Software or Software Documentation, whether or not advised of the possibility of the same and whether the same arise in contract, tort (including negligence) or otherwise.

8.3 The Licensor’s total liability to the Licensee for any and all claims relating to or arising under this Agreement shall be limited to the Licence Administration Fee paid by the Licensee.

8.4 Subject to Clause 8.6 the Licensee shall fully indemnify the Licensor against any losses, costs, expenses, damages and liability which Licensor may sustain or incur as a result of a third party claim brought against the Licensor by reason of the Licensee’s or its Clients’ use of the Software or Software Documentation or of the Licensee’s breach of this Agreement.

8.5 The parties acknowledge and agree that the limitations contained in this clause 8 are reasonable in light of all the circumstances, including (without limitation) the fact that no charge is made to the Licensee for the licence of the Software and Software Documentation.

8.6 In respect of losses, damages and liability which the Licensor may sustain or incur pursuant to clause 8.4, the Licensee's liability shall be limited to five thousand pounds sterling (£5,000) plus any costs and expenses which the Licensor may sustain or incur pursuant to clause 8.4.

8.7 The exclusions in Clauses 8.1, 8.2 and 8.3 shall apply to the fullest extent permissible at law, but the Licensor does not exclude liability for:

(a) death or personal injury caused by the negligence of the Licensor, its officers, employees, contractors or agents; (b) fraud or fraudulent misrepresentation; (c) breach of the obligations implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or (d) any other liability which may not be excluded by law.

9 CONFIDENTIAL INFORMATION

9.1 Each Party shall hold in confidence the Confidential Information of the other, using at least the same degree of care that it uses to protect its own valuable Confidential Information. Neither Party will disclose Confidential Information of the other Party to any person. Neither Party will use the Confidential Information of the other Party except to the extent necessary to carry out the purposes of this Agreement. Each Party shall inform its employees who have access to Confidential Information of the other of the obligations regarding use and nondisclosure of Confidential Information in this Agreement.

9.2 Neither Party shall have any obligation to prevent the disclosure in whole or in part of information that:

9.2.1 was in the lawful possession of or was known by such Party prior to its receipt from the other Party;

9.2.2 is or becomes public knowledge through no wrongful act of such Party;

9.2.3 is disclosed with the prior written approval of the owner of such information;

9.2.4 is received from a source other than the owner through no wrongful act of the recipient; or

9.2.5 subject to clause 9.3, is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction.

9.3 In the event that a Party (the “Recipient”) or any person to whom the Recipient legally transmits the Confidential Information of the other Party (the “Discloser”) is required by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction to disclose any of the Confidential Information of the Discloser, the Recipient will provide the Discloser with immediate notice thereof, to the extent that it is legally permitted to do so, so that the Discloser may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. In the event that such protective order or other remedy is not obtained, or that the Discloser waives compliance with the provisions of this Agreement, or that the Recipient is not permitted to notify the Discloser, the Recipient will furnish only that part of the Confidential Information of the Discloser which is legally required and will use all reasonable endeavours to obtain any appropriate protective order or other reliable assurance that confidential treatment will be accorded to the Confidential Information of the Discloser.

10 GENERAL

10.1 The failure of either Party to insist upon or enforce strict performance of any of the provisions of this Agreement or to exercise any rights or remedies under this Agreement shall not be construed as a waiver or relinquishment to any extent of such Party’s right to assert or rely upon any such provisions, rights or remedies in that or any other instance; rather, the same shall be and remain in full force and effect.

10.2 Neither Party hereto shall be deemed an agent, partner, joint venturer, or related entity of the other by reason of this Agreement.

10.3 The Licensee shall not grant sublicenses (except in accordance with clause 2.1.2) or assign or transfer, directly or indirectly, all or part of its rights or obligations under this Agreement without the prior written consent of the Licensor.

10.4 Any notice or other communication under this Agreement shall be deemed given if delivered in writing to the intended recipient either in person or mailed by registered or certified mail, postage prepaid to the intended recipient at the address set out in this Agreement.

10.5 This Agreement represents the entire understanding of the Parties in relation to the subject matter hereof and supersedes all prior agreements, negotiations, understandings, representations, statements and writings between the Parties relating thereto. This Agreement may be amended or modified only by a written document signed by both Parties.

10.6 Save as expressly provided, nothing in this Agreement confers or purports to confer on any third party any benefit of any right to enforce any term of this Agreement pursuant to the Contracts (Rights of Third Parties) Act 1999.

10.7 If any provision of this Agreement, or of any document made in connection with this Agreement, is determined by any court, tribunal or administrative body of a competent jurisdiction to be wholly or partly unenforceable for any reason, that unenforceability shall not affect the rest of this Agreement or that document, the unenforceable part being deemed severed and deleted and the remainder continuing in full force and effect.

10.8 This Agreement shall be governed by and construed in accordance with English law and the parties submit to the exclusive jurisdiction of the English Courts.

IN WITNESS of which the parties have executed this Agreement on the date written at the start of this Agreement.

Signed by

for and on behalf of CONSTRUCTION SKILLS CERTIFICATION SCHEME LIMITED

Signed by

for and on behalf of [LICENSEE]