Sweet & Maxwell

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LICENCE - THE LEGAL TAXONOMY FROM SWEET & MAXWELL

This Agreement is made between

Sweet & Maxwell Limited (Company No 28096) whose registered office is 100 Avenue Road, London NW3 3PF (on behalf of Thomson Legal & Regulatory Europe Limited (Company Number 1679046)) ("the Licensor")

and

"the Licensee" (being the individual who downloads the Data)

The Licensor is the sole and exclusive owner of certain data ("Data") and has agreed to licence the Data upon the terms and subject to the conditions herein.

1. Definitions

"Data" means such data as is made available to the Licensee from time to time in the online version of the Legal Taxonomy from Sweet & Maxwell which is available by accessing the online services tab on the Licensor's website under url www.sweetandmaxwell.co.uk. For the purposes of this Agreement, references to the Data means the whole or any part of the Data.

2. Grant of Licence

The Licensor hereby grants to the Licensee a non-exclusive, non-transferrable licence to download and use the Data in accordance with the provisions of this Agreement.

3. Commencement and Duration

Subject to the provisions for earlier termination contained in clause 9, this Agreement shall commence on the date the Data is first downloaded by the Licensee and shall continue thereafter unless terminated by either party giving not less than two week's written notice to the other.

4. Password and rights of access

4.1 A password will be issued to the Licensee to download the Data. That password is confidential and must not be disclosed to any third party.

4.2 The Licensee undertakes to use its reasonable endeavours to ensure that the Data shall not be accessed or used by any third party and shall be soley responsible for any use/misuse of the Data by any such third party.

4.3 The Licensee shall notify the Licensor immediately if the Licensee becomes aware of any unauthorised access to the Data and the Licensee shall provide such assistance and information (at the expense of the Licensor) as is reasonably required by the Licensor.

5. Permitted Use

5.1 Subject to the restrictions set out in clause 5.2, the Licensee may:

(a) download the Data;

(b) use the Data, in digital or print format, whether in full or in part for internal use in the course of the Licensee's usual business;

(d) translate the Data into other formats for its own purposes provided that the Licensee has obtained the Licensor's prior written consent. The Licensor does not give any warranties regarding the translated Data or its operation.

5.2. Except as expressly permitted by this Agreement or by applicable law, or with the Licensor's prior written permission, the Licensee may not do the following (nor may the Licensee permit a third party to do the any of the following) whether for commercial gain or otherwise:

(a) copy, download, store, publish, transmit, transfer, sub-licence, distribute, sell or otherwise use the Data in any form or by any means;

(b) combine the Data with any other software, data or material;

(d) sell, licence or distribute Data to third parties or use Data as a component of or as a basis for any material offered for sale, licence or distribution.

5.3 The Licensee shall not make the Data available to any third party. If such access is required, the Licensee must seek the Licensors prior written consent. Such consent is entirely at the discretion of the Licensor and for which a charge and/or additional terms may be imposed.

6. Copyright, Trade marks, other Intellectual Property Rights

6.1 The Licensee acknowledges that any and all copyright, trade marks and other intellectual property rights subsisting in the Data are and shall remain the property of the Licensor and insofar as the Data is expressed to be Crown or Parliamentary Copyright the Licensee acknowledges that fact.

7. Warranties

7.1 The licence to download and use the Data is granted to the Licensee for no charge. Accordingly, except as specifically provided in this Agreement, the Data is provided "as is" without warranty of any kind, express or implied, including but not limited to warranties of performance, merchantability, fitness for a particular purpose, accuracy, omissions, completeness, currentness and delays.

7.2 The Licensor warrants to Licensee that the Data does not infringe any industrial or intellectual property rights of any third party and that it holds itself the necessary rights to grants the rights specified in this Agreement and that it has authority to enter into this Agreement with the Licensee.

7.3 The express terms of this Agreement are in lieu of all warranties, conditions, terms, undertakings and obligations implied by statute, common law, custom, trade usage, course of dealing or otherwise, all of which are hereby excluded to the fullest extent permitted by law.

7.4 The Licensee acknowledges that the Data is only to be used as a reference aid and is not intended to be a substitute for professional judgement by the Licensee and does not constitute legal or other professional advice and should not be relied upon as such.

8. Liability and Indemnity

8.1 Except to the extent that by statute liability may not lawfully be excluded in an agreement of this nature and with regard to the fact that no charge is made by the Licensor for downloading and using the Data, the Licensor shall not be liable in contract or otherwise to the Licensee or any third party making use of the Data for any direct, indirect, special or consequential losses, wasted or lost management time or time of other employees, for loss, destruction or inaccuracy of the Data or for loss of profits or contracts.

8.2 The Licensee agrees to indemnify and keep indemnified the Licensor from and against any third party claims against the Licensor arising from and relating to the Licensee or any third party's use of the Data.

9. Termination

9.1 Either party may terminate this Agreement forthwith by written notice to the other if:

9.1.1 the other party does not remedy any material breach of the terms of this Agreement within one week's of receipt of a notice in writing specifying the breach and requiring its remedy; or

9.1.2 the other party shall have a receiver, administrative receiver or administrator appointed over all or any of its assets or undertaking or, other than for the purposes of a solvent amalgamation or reconstruction, enters into liquidation, enters into any composition or arrangement with or for the benefit of its creditors, ceases to carry on business or, in the case of the Licensee, the partnership is wound up.

9.2 In the event of termination for whatever reason, the Licensee shall:

9.2.1 immediately cease use of the Data and instruct any third parties to whom access has been granted under the terms of this Agreement or any additional terms, to cease use of the Data;

9.2.2 return to the Licensor the Data or (if requested by the Licensor) shall destroy the same and certify in writing to the Licensor that it has been destroyed; and

9.2.3 cause the Data to be erased from any permanent or temporary storage device and certify in writing to the Licensor that the same has been done.

9.3 Termination of this Agreement shall be without prejudice to any rights or liabilities of any party that accrued before the date of such termination.

10. General Terms

10.1 The Licensee shall not assign or transfer or purport to assign or transfer any or all of its rights or obligations under this Agreement without the consent of the Licensor, such consent not to be unreasonably withheld or delayed. The Licensor shall be entitled, without the prior consent of the Licensor, to assign or transfer any or all of its rights and obligations under this Agreement.

10.2 This Agreement supersedes any previous agreement or representations between the parties in relation to the matters dealt with herein and represents the entire understanding between the parties in relation hereto.

10.3 Each party is acting as an independent contractor and not as an agent, partner or joint venturer with the other party for any purpose. None of the parties shall have any right, power or authority to act or to create any obligation, express or implied, on behalf of any other.

10.4 The rights of any party shall not be prejudiced or restricted by any indulgence or forbearance extended to another party and no waiver by any party in respect of any breach shall operate as a waiver in respect of any subsequent breach.

10.5 If any provision of this Agreement is found by a court or other competent authority to be void or unenforceable such provision shall be deemed to be deleted from this Agreement and the remainder of this Agreement shall continue in full force and effect.

10.6 No variation of this Agreement shall be effective unless it is in writing signed by or on behalf of each of the parties.

10.7 Any notice to be given under this Agreement, to the Licensor shall either be delivered personally or sent by first class post (in either case FAO the Company Secretary) to the address given in this Agreement; and to the Licensee, to the email address given by the Licensee when signing up to download the Data.

10.8 The construction, validity and performance of this Agreement shall be governed in all respects by English law and shall be subject to the exclusive jurisdiction of the English courts.

19th September 2005

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