Training Materials Licence Agreement
The Licence Agreement
This Agreement is made on the Registration Date set out in the Schedule hereto
BETWEEN :-
1. UNIVERSITY OF NEWCASTLE UPON TYNE of 6 Kensington Terrace, Newcastle upon Tyne NE1 7RU ("the Licensor") and
2. The Licensee referred to in the Schedule hereto ("the Licensee")
NOW THEREFORE IT IS HEREBY AGREED as follows :-
1. Grant
In consideration for the payment of the Licence Fee (as appropriate) by the Licensee and the Agreement by the Licensee to abide by the terms and conditions of this Agreement the Licensor hereby grants to the Licensee a non-exclusive, non transferable Licence to use the Courseware described in the Schedule hereto in accordance with the provisions of this Agreement
2. Term
The Term of this agreement is as defined in the Schedule hereto, subject to clause 9 of this agreement.
3.Charges
3.1 In respect of the supply of the Courseware and of the rights granted by this Agreement the Licensee agrees to pay the Licensor the Licence Fee referred to in the Schedule hereto
3.2 The Licensee shall become liable to pay the Licence Fee on the Registration Date and will make payment of the Licence Fee to the Licensor within 14 days from the Registration Date
3.3 In the event that the Licence Fee is not paid on the due date for payment the Licensor reserves the right to charge the Licensee interest at the rate of 4% per annum above the base rate from time to time of National Westminster Bank PLC from the due date for payment of the Licence fee until payment and whether before or after any Judgment for the same
4. Delivery
4.1 The Licensor will make available the course materials to the Licensee through the medium of the Internet. In the event of any problems with the delivery of the Courseware the Licensee may make enquiries about the Courseware to the Licensor
4.2 Should the Licensor update, improve or amend the Courseware during the period of this Licence it agrees to make available over the Internet such updated improved or amended Courseware to the Licensee free of charge. Any such updated improved or amended Courseware supplied by the Licensor to the Licensee shall in all respects be subject to the terms and conditions of this Agreement and shall be deemed to form part of the Courseware.
5. Use of the Courseware
5.1 The control and distribution of the Courseware is to be the responsibility of the nominated institutional contact for the Licensee
5.2 The Licensee shall only use the Courseware for the Use set out in the Schedule and for no other purpose
5.3 The Licensee shall not :-
5.3:1 Sell, hire rent or otherwise deal with, part with possession of or distribute the Courseware or copies of it other than to its course participants as part of the printed course material on a cost of materials basis only.
5.3:2 Permit the Courseware to be copied or otherwise used in contravention of any law.
5.3:3 Permit the Courseware to be modified in any way except as specifically permitted under the terms of this Licence or with the written agreement of the Licensor.
5.3:4 The Licensee shall not use the Courseware to create any derivative works or other works therefrom without the written consent of the Licensor
5.4 The Licensee may modify the Courseware in order to customise it to the needs of the Licensee to suit the Licensee's particular use provided the Courseware is not modified to any significant extent
5.5 The Licensee will provide a single named contact. All enquiries, support and information requests will be made through the single named contact. The single named contact and deputy are as shown in the Schedule hereto
6. Copyright Trade Marks and other Intellectual Property Rights
6.1 The Licensee acknowledges that any and all copyright, trade marks and other intellectual property rights subsisting in or used in connection with the Courseware including any documentation and/or manuals relating thereto are and shall remain the property of the Licensor and the Licensee shall not during or after expiry or termination of this Agreement in any way question or dispute the ownership thereof by the Licensor
6.2 The Licensee acknowledges that such copyright, trademarks and other rights belonging to the Licensor may only be used by the Licensee with the consent of the Licensor and during continuation of this Agreement Upon expiry or termination thereof the Licensee shall forthwith discontinue such use without any right of compensation for such discontinuation
6.3 The Licensee shall not during or after the expiry or termination of this Agreement without the prior written consent of the Licensor use or adopt any trade mark, trade name, trading style or commercial designation that includes or is similar to or may be mistaken for the whole or any part of any trade mark, trade mark, trading style or commercial designation used by the Licensor
6.4 In respect of any amendment or modification to the Courseware permitted by this Licence, the Licensee agrees to respect the moral rights of the Licensor and in particular :-
6.4:1 the overall original authorship of the Courseware shall be clearly acknowledged by ensuring that the Licensor's logo and the following copyright notice are incorporated into the Courseware as modified or adapted :
© Netskills, Newcastle University
Copyright in the whole and every part of this Courseware whether in the form of a written manual, document, software program, service or otherwise belongs to the University of Newcastle upon Tyne ("the Owner") and may not be used, sold, licensed, transferred, copied or reproduced in whole or in part in any manner or form or in or on any media to any person other than in accordance with the terms of the Owner's Licence Agreement or otherwise without the prior written consent of the Owner.
All use of this material is governed by the Owner's Standard Licence Agreement together with the appropriate Schedule.
The Netskills logo and this copyright notice must be included in any copy or adaptation.
Netskills is a trademark of Netskills, University of Newcastle upon Tyne
6.4:2 to indicate at the start of a presentation or workbook incorporating the Courseware that any amendments to it have been made by someone other than the Licensor by ensuring that the following notice is incorporated into the Courseware as modified or adapted:
This Courseware has been modified to an insignificant extent by [name of the Licensee], to suit their particular use, with the licence of the copyright owner, Netskills, University of Newcastle upon Tyne.
7. Warranty
7.1 The Licensor uses all reasonable commercial endeavours to ensure the accuracy of the Courseware but makes no warranties express or implied regarding the accuracy or completeness of the Courseware or its fitness for any purpose and expressly excludes any liabilities in respect thereof.
7.2 The Licensor does not warrant that the mode of delivery of the Courseware shall be free from all known viruses but the Licensor shall use commercially reasonable efforts to check for the most commonly known viruses prior to delivery of the Courseware but the Licensee is solely responsible for virus scanning the Courseware prior to introduction to its systems.
7.3 The Licensor warrants that there are and will be no disabling programs or devices in the Courseware nor in its mode of delivery.
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 between the respective parties hereto, the Licensor shall not be liable in contract or otherwise for any direct, indirect or consequential loss or damage sustained by the Licensee or its clients or trainees by making use of the Courseware or storing the same.
8.2 The Licensee agrees to indemnify and keep indemnified the Licensor from and against any third party or client or trainee claims against the Licencor arising from or relating to the Licensee or any clients or trainees' use of the Courseware.
9. Termination
9.1 Notwithstanding any other provisions herein contained this Agreement may be terminated forthwith by either party by notice in writing only from the party not at fault if any of the following events shall occur namely :-
9.1:1 if the other party commits any breach of the terms or conditions of this Agreement and fails to remedy such breach (or in so far as such breach is not capable of remedy to furnish adequate compensation therefor) within 30 days after receiving written notice from the party not at fault requiring it to do so;
9.1:2 if the other party shall present a petition or have a petition presented by a creditor for its winding up or enters into compulsory or voluntary liquidation (other than for the purposes of a bona fide reconstruction or amalgamation), shall have a receiver of all or any of its undertakings or assets appointed, shall be deemed by virtue of the applicable law to be unable to pay its debts or shall cease to carry on business.
9.2 In the event of termination by either party for any reason pursuant to this clause the Licensee shall within 7 days of the date of termination cease to use and destroy the Courseware in addition to any and all back-up or archive or other copies of the same and confirm to the Licensor that this has been done. In the event that the Licensee fails to comply with the provisions of this sub-clause the Licensor shall be entitled to send appropriate qualified personnel to the Licensee's location for the purposes of destroying the Courseware and the Licensee hereby duly authorises such personnel entry to its premises so to do.
10. Assignment
The Licensee shall not assign any of the rights and obligations under this Agreement nor sub-licence the use (in whole or in part) of the Courseware without the express written consent of the Licensor.
11. Waiver
Failure or neglect by the Licensor to enforce at any time any of the provisions hereof shall not be construed nor shall be deemed to be a waiver of the Licensor's rights hereunder nor in any way affect the validity of the whole or any part of this Agreement nor prejudice the Licensor's rights to take subsequent action.
12. Headings
The headings of the terms and conditions herein contained are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of any of the terms and conditions of this Agreement.
13. Severability
In the event that any of these terms, conditions or provisions shall be determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision shall to that extent be severed from the remaining terms, conditions and provisions which shall continue to be valid to the fullest extent permitted by law.
14. Inspection Rights
The Licensor may upon reasonable notice send a representative to the Site to verify compliance with this Licence.
15. Continuing Obligation
The termination or expiry of this Agreement (in whatever manner) shall not affect the operation of clauses 5, 6, 7 and 8 which shall remain in full force and effect and termination of this Agreement shall not prejudice any rights or remedies accruing to either party at that time nor any obligations that remain to be performed at that time.
16. Amendments
No amendments to or changes or modifications of this Agreement may be made except in writing signed by both of the parties.
17. Warranty of Authority
The signatory to this Agreement on behalf of the Licensee represents warrants and covenants that it has legal authority to enter into and bind the Licensee into this Agreement
18. Law
The parties hereby agree that this Agreement shall be construed in accordance with English Law and the parties hereto agree to submit to the exclusive jurisdiction of English Courts.
19. Entire Agreement
19.1 This Agreement, together with the appropriate Schedule, contains the entire Agreement between the parties and supersedes any prior oral or written agreements, understandings, commitments or representations between the parties.
19.2 The Licensor shall not be liable to the Licensee for loss or damage arising from or in connection with any representations, agreements, statements or undertakings made prior to the date of this Agreement other than those expressly incorporated or referred to in this Agreement
