Alvey Natural Language Tools COMMERCIAL SOFTWARE LICENCE AGREEMENT between Lynxvale Limited and effective as of ------------------------ COMMERCIAL SOFTWARE LICENCE AGREEMENT Alvey Natural Language Tools THIS AGREEMENT is made this day of 1993 BETWEEN Lynxvale Limited whose registered office is situated at The Old Schools, Trinity Lane, Cambridge CB1 2TN (hereinafter known as 'Lynxvale') and (hereinafter known as 'the Licensee') 1. GRANT 1.1 Subject to the payment of the fee set out in Clause 3.3 below, Lynxvale grants to the Licensee a non-exclusive, non-transferable fully paid-up and worldwide licence: a) to use, reproduce, translate, modify and add to the Licensed Software, and (b) provided the conditions of Clauses 2.6, 2.7 and 2.8 below are met: (i) to incorporate the whole or any part of the Licensed Software within another product and to market, distribute and license the Licensed Software to third parties as part of that product and to maintain and enhance the same (ii) to incorporate data generated by use of the Licensed Software within a product and to market, distribute and license such data to third parties as part of that product and to maintain and enhance the same "Licensed Software" means the Alvey Natural Language Tools as detailed in Annex A and shall include source code, object code and all related documentation. 1.2. No title or ownership rights to the Licensed Software are transferred to the Licensee by this Agreement. 2. RESTRICTIONS 2.1 Lynxvale hereby states that the Licensed Software constitutes a valuable asset. 2.2 The Licensee shall treat the Licensed Software in the same manner as it treats its own valuable assets. 2.3 Unless disclosure is made in connection with Clause 2.6 below or is authorised under Clause 2.4 below, the Licensee shall not disclose the Licensed Software, in whole or in part, to a third party. The non- disclosure obligation shall terminate with respect to any particular portion of the Licensed Software (a) which is or subsequently enters the public domain through no fault of the Licensee (b) is developed by employees or agents of the Licensee independently of the Licensed Software, and (c) in any event, two (2) years after the disclosure to the Licensee 2.4 The Licensee shall notify and inform its employees having access to the Licensed Software of the Licensee's limitations duties and obligations regarding non-disclosure and copying of the Licensed Software and the Licensed Software shall be used only by the Licensee, employees, consultants or agents of the Licensee only at the designated Installation Site. The Licensed Software shall not be used by any agents or consultants of the Licensee without the prior authorisation of Lynxvale. 2.5 Errors or deficiencies in design necessitating modifications to the Licensed Software shall be reported to Lynxvale. The intellectual property rights to any and all work created or otherwise developed from or with the benefit of the Licensed Software (including, without limitation all translations, modifications, updates and versions thereof) by the Licensee, the employees, consultants or agents of the Licensee, shall, notwithstanding anything herein, be vested in the Licensee. Lynxvale shall, if requested by the Licensee, execute all papers and do all such acts as may be necessary or desirable to perfect or otherwise confirm such rights. For the avoidance of doubt, the intellectual property rights to the Licensed Software originally licensed to the Licensee by Lynxvale hereunder shall not, unless otherwise agreed by the parties hereto to the contrary, be vested in the Licensee. 2.6 The Licensee may incorporate (subsets of) the Licensed Software and data generated using the Licensed Software into further (commercial or potentially commercial) products provided such products augment or alter the Licensed Software in a reasonably material or significant manner or aspect. If the parties disagree as to whether any augmentation or alteration is reasonably significant or material, the parties shall endeavour to resolve such dispute amicably, failing which it shall be referred to arbitration by a single arbitrator appointed by agreement or (in default) nominated on the application of either party by the President for the time being of the British Computer Society. The arbitration shall take place in England and the then current rules of UNCITRAL shall apply. 2.7 The Licensee agrees that products developed using the Licensed Software will not be used by the Licensee for defence, military or security applications or sold exclusively for such applications. 2.8 The Licensee agrees that products developed using the large lexicon derived from the Longman Dictionary of Contemporary English will not be used for the development of commercial printed dictionaries. 2.9 The Licensee agrees that use of the Alvey Natural Language Tools and of the lexicon derived from the Longman Dictionary of Contemporary English is acknowledged as appropriate. 2.10 Notwithstanding any termination the obligation herein to keep information confidential shall continue in effect after the expiration or termination of this Agreement in accordance with the terms and conditions herein contained 3. ACCEPTANCE 3.1 All terms and conditions of this Agreement shall be binding upon signing of this Agreement by the Licensee and Lynxvale 3.2 The Licensee agrees to nominate a single specialist through whom all technical correspondence will be channelled and to provide Lynxvale with an electronic mail address for this specialist. 3.3 The Licensee shall pay to Lynxvale the sum of 3000 ECU (or equivalent in local currency) plus Value Added Tax at the appropriate rate where applicable, such sum to be paid within thirty (30) days of receipt of Lynxvale's invoice. 3.4 If the Licensee is unable to take receipt of the Licensed Software by FTP, the additional cost of creating and sending a magnetic tape must be paid by the Licensee. If special carriers are required or export/import agents are to be used, then the additional cost involved must be paid by the Licensee. 4. TERMINATION 4.1 This Agreement shall become effective on the day and year first written above and will remain in effect until terminated as provided in this Agreement 4.2 Lynxvale shall have the right to terminate this Agreement upon thirty (30) days written notice (which must be addressed to the nominated specialist referred to in Clause 3.3) to the Licensee if the Licensee fails to comply with any of the terms and conditions of this Agreement and if such failure is not corrected within the said thirty (30) days. 4.3. Lynxvale shall have the right to terminate this Agreement at any time in the event that an assignment shall be made of the Licensee's business for the benefit of creditors or if a receiver trustee in bankruptcy or similar officer shall be appointed to take charge of all or part of the Licensee's property or if the Licensee is adjudged a bankrupt. 4.4 Where the Licensee has developed any product that meets the conditions set out in Clauses 2.6, 2.7 and 2.8 above, the Licensee shall retain the right to use the Licensed Software to maintain (and correct errors in) such product. Otherwise within thirty (30) days after termination of this Agreement the Licensee shall certify in writing to Lynxvale that all programs and materials containing the Licensed Software have been destroyed or deleted from any computer libraries or storage and memory devices and are no longer in use or usable by the Licensee. 5. WARRANTIES AND LIABILITY 5.1 Lynxvale warrants that it has the right to grant this licence 5.2 While the Licensed Software has been carefully developed and tested for accuracy and proper functioning Lynxvale cannot accept any liability arising from the interpretation and application of the results obtained by the use of the programs. THE FOREGOING WARRANTIES ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES OR MERCHANTABILITY FITNESS FOR PARTICULAR PURPOSE AND/OR OTHER TYPE WHETHER EXPRESS OR IMPLIED 5.3 Subject to Clause 5.1 in no event shall Lynxvale become liable to the Licensee or any other party for any loss or damage consequential or otherwise including but not limited to time money or goodwill arising from the use operation or modification of the Licensed Software by the Licensee. 6. MISCELLANEOUS 6.1 This agreement constitutes and expresses the entire agreement and understanding between the parties and supercedes all previous communications representations or agreements whether written or oral with respect to the subject matter thereof. 6.2 The Agreement may not be and shall not be deemed or construed to have been modified amended rescinded cancelled or waived in whole or in part except by written instruments signed by the parties 6.3 This Agreement shall be governed by and construed in accordance with the laws of England IN WITNESS WHEREOF the parties hereto have caused this Agreement to be executed by their duly authorised representatives. SIGNED for and on behalf of Lynxvale Limited by SIGNED for and on behalf of the Licensee by ANNEXE A Alvey Natural Language Tools English Grammars and Lexicons Program Source Code (Common Lisp) User Manual and Grammar Documentation Test Corpus (see documentation available by FTP for more detailed and up-to-date information)