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Agreement
Restricted – commercial to the Parties to the Agreement

Contractor Licence of
Ordnance Survey Data
Between:
(1) Sub-licensor
and
(2) Contractor

Agreement
Restricted – commercial to the Parties to the
Agreement
Contractor Licence of Ordnance Survey Data
v6.1 31 Mar 04 © Crown copyright
Page 1

Agreement
Restricted – commercial to the Parties to the Agreement

Contents
Clause Page
no
1
Definitions and interpretations ......................................................................................3
2
Consideration and Term ...............................................................................................4
3
Grant of Licence ...........................................................................................................5
4
Obligations of Contractor ..............................................................................................5
5
Ownership of Ordnance Survey Data ...........................................................................6
6
Variation........................................................................................................................7
7
Auditing.........................................................................................................................7
8
Confidential Information................................................................................................7
9
Warranties ....................................................................................................................8
10
Liabilities .......................................................................................................................9
11
Termination...................................................................................................................9
12
Assignment, subcontracting and sublicensing..............................................................9
13
Entire Agreement........................................................................................................10
14
Waiver.........................................................................................................................10
15
Severability .................................................................................................................10
16
Further assurance.......................................................................................................10
17
Notices........................................................................................................................10
18
Contracts (Rights of Third Parties) Act 1999 ..............................................................11
19
Jurisdiction and governing law....................................................................................11
20
Signing........................................................................................................................12

Contractor Licence of Ordnance Survey Data
v6.1 31 Mar 04 © Crown copyright
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Agreement
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This Contractor Licence is made this  ....................  day of  ........................  200 ......
Between: (1) ................................................................................................................................
of ..................................................................................................................  (the Sub-licensor);
and (2) ..........................................................................................................................................
of...................................................................................................................... (the Contractor).
Background:
A
The Sub-licensor has acquired a licence from Ordnance Survey to use certain
Ordnance Survey Data as Partner for the Licensed Use.
B
The Sub-licensor wishes to provide such Ordnance Survey Data to the Contractor to
enable the Contractor to provide a Tender or to carry out the Works.
C
The Sub-licensor has authority from Ordnance Survey to grant a licence to the
Contractor in respect of any Ordnance Survey Data provided to the Contractor on
the limited terms of this Contractor Licence.

Operative Terms:
1
Definitions and interpretations
1.1
In this Agreement
Expression Meaning
Confidential Information
means any information that relates to the affairs of the
Sub-licensor and Ordnance Survey and that is acquired
by the Contractor in anticipation of or as a result of
this Contractor Licence. This excludes information
which is in the public domain other than through the
breach of any duty of confidentiality.
Data
means any text, graphics, audio, visual (including still
visual images) and/or audio-visual material, software,
applications, data, database content or other
multimedia content, information and material.
Derived Data
means all Data which are adapted, extracted or
reutilised from Ordnance Survey Data by the
Sub-licensor or the Contractor or a person, firm or
company authorised by the Sub-licensor.
Intellectual Property Rights
means copyright, patent, trade mark, design right,
topography right, database right, trade secrets,
know-how, rights of confidence, broadcast rights and
all other similar rights anywhere in the world whether
or not registered and including applications for
registration of any of them.
Licensed Use
means such use as has been licensed to the
Sub-licensor by Ordnance Survey.
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Ordnance Survey Data
means Data owned by or licensed to Ordnance Survey
including without limitation Derived Data, as amended
from time to time by Ordnance Survey Updates.
Ordnance Survey Updates
means the updates, revisions and amendments to the
Ordnance Survey Data which Ordnance Survey may
provide or in respect of which Ordnance Survey may
provide access from time to time for the benefit of the
Sub-licensor.
Tender
means a proposal by the Contractor for the supply to
the Sub-licensor of goods and/or services.
Works
means the works, goods or services the Contractor is
engaged to provide to the Sub-licensor.
1.2
Unless the context otherwise requires, each reference to a particular Clause shall be
a reference to that Clause contained in this Contractor Licence.
1.3
Headings are inserted for convenience only and shall not affect the interpretation of
any provision of this Contractor Licence.
1.4
Unless the contrary intention appears, words importing the masculine gender shall
include the feminine and vice versa and words in the singular include the plural and
vice versa in this Contractor Licence.
1.5
A reference to any statute or statutory provision includes a reference to that statute
or statutory provision as amended, extended or re-enacted from time to time in this
Contractor Licence.
1.6
The Contractor acknowledges that, apart from the Contractor, no person, firm,
company or organisation (including without limitation any company or organisation
which is under common or partly under common ownership with the Contractor)
shall have any rights whatsoever under this Agreement.
2
Consideration and Term

In consideration for the Contractor’s agreement to provide services to the Sub-licensor as
specified elsewhere, the Sub-licensor hereby agrees to grant such licence terms as are
specified in this Contractor Licence in respect of Ordnance Survey Data for as long as the
Contractor shall require use of such Ordnance Survey Data in order to meet its obligations to
the Sub-licensor, subject to other termination provisions contained in this Contractor Licence.
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3
Grant of Licence
3.1
If the Sub-licensor delivers to the Contractor and/or provides the Contractor with any
access to Ordnance Survey Data, then under this Contractor Licence the
Sub-licensor, as a licensee of Ordnance Survey, grants the Contractor a
non-exclusive, non-transferable, revocable licence to copy and adapt the
Ordnance Survey Data solely for the purposes of providing the Tender or the Works
to the Sub-licensor to the extent and subject to the restrictions of the Sub-licensor’s
Licensed Use which shall be notified to the Contractor. The Contractor may not use
the Ordnance Survey Data in any way or for any purpose other than as set out in
this Contractor Licence.
3.2
Except as provided in Clause 3.3, the Contractor acknowledges that the licence of
particular Ordnance Survey Data shall terminate immediately the Contractor has
delivered the Tender or completed the Works for which such Ordnance Survey Data
are required.
3.3
The Contractor shall be entitled to retain Ordnance Survey Data to the limited extent
provided in Clause 11.3.
3.4
This Contractor Licence does not give the Contractor any right to sublicense,
distribute, sell or otherwise make Ordnance Survey Data available to third parties.
3.5
The Contractor acknowledges that Ordnance Survey has expressly reserved and
retained all Intellectual Property Rights in the Ordnance Survey Data and any copies
made by the Sub-licensor or the Contractor.
4
Obligations of Contractor
4.1
The Contractor acknowledges that it shall:
4.1.1
at all times conduct its business in a manner which will not reflect
unfavourably on the Ordnance Survey Data or on the name and
reputation of Ordnance Survey;
4.1.2
not by itself or with others participate in any illegal, deceptive, misleading
or unethical practices including, but not limited to, disparagement of the
Ordnance Survey Data or Ordnance Survey or other practices which
may be detrimental to the Ordnance Survey Data, Ordnance Survey or
the public interest;
4.1.3
not describe itself or allow itself to be described as Ordnance Survey’s
agent or representative or to act in any such way; and
4.1.4
use its best endeavours to ensure that it shall use all adequate
technological and security measures including, without limitation, such
measures as Ordnance Survey or the Sub-licensor may recommend
from time to time, to ensure that all Ordnance Survey Data which it holds
or is responsible for are secure from unauthorised use or access and are
only used in accordance with the terms of this Contractor Licence.
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4.2
The Contractor shall notify the Sub-licensor as soon as it suspects any infringement
or any other breach by a third party of any Intellectual Property Rights which may
exist in Ordnance Survey Data, and give the Sub-licensor and Ordnance Survey all
reasonably required assistance in pursuing any infringement.
4.3
The Contractor acknowledges the following instructions with regard to
Ordnance Survey Data:
4.3.1
any Ordnance Survey Data provided by the Sub-licensor shall only be
that which is appropriate and necessary for the Contractor to carry out its
obligations;
4.3.2
any information relating to Ordnance Survey Data can only be used by
the Contractor in connection with its specific obligations to the
Sub-licensor;
4.3.3
any further copies of Ordnance Survey Data made by the Contractor
must carry acknowledgements identical to those on the originals first
provided to the Contractor; and
4.3.4
where digital data are involved, any computer systems holding such data
must be password protected by the Contractor. In addition, only
authorised staff should have access to the Ordnance Survey Data. All
original and back-up media and hard copies produced from such
Ordnance Survey Data must be kept in a secure environment.
5
Ownership of Ordnance Survey Data
5.1
The Crown (or, where applicable, Ordnance Survey’s suppliers) owns the
Intellectual Property Rights in the Ordnance Survey Data. All Ordnance Survey Data
licensed under this Contractor Licence remain the property of the Crown (or, where
applicable, Ordnance Survey’s suppliers) and the Contractor’s use or possession of
any Ordnance Survey Data does not give the Contractor any ownership of or any
interest in any of the Ordnance Survey Data. Title to any copies that the Contractor
makes of Ordnance Survey Data shall pass to Ordnance Survey on their creation.
5.2
The Contractor shall be responsible for all loss of or damage to the
Ordnance Survey Data from the time they are delivered to the Contractor or made
available to the Contractor for collection.
5.3
If the Contractor fails to destroy any copies of the Ordnance Survey Data when
required under this Contractor Licence or required by Ordnance Survey, the
Contractor acknowledges that Ordnance Survey and/or the Sub-licensor shall have
the right to enter upon any premises owned, occupied or controlled by the
Contractor where the Ordnance Survey Data are situated and it may destroy them.
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6 Variation
6.1
The Sub-licensor reserves the right to amend at any time the terms of this
Contractor Licence. All such amendments shall become incorporated into this
Contractor Licence as soon as notice has been given to the Contractor. If the
Contractor does not find the changes made in accordance with this Clause 6.1
acceptable, the Contractor may, within thirty (30) days of such notice, terminate this
Contractor Licence by giving notice in writing to the Sub-licensor.
6.2
The Contractor shall, within thirty (30) days of any variation by which any
Ordnance Survey Data are removed from the terms of this Contractor Licence,
destroy all such Ordnance Survey Data in its possession in all media (including any
Ordnance Survey Data embedded in any other material) which are held by the
Contractor or for which the Contractor is responsible, or at the Sub-licensor’s option
return all such Ordnance Survey Data to the Sub-licensor and provide, at the
Sub-licensor’s request, a sworn statement by a duly authorised executive that the
Contractor no longer holds such Ordnance Survey Data.
7 Auditing
7.1
The Contractor shall provide evidence of compliance with any of its obligations
under this Contractor Licence to the Sub-licensor, including without limitation in
connection with the measures set out in this Clause 7.
7.2
The Contractor will maintain accurate, complete and detailed records relating to all
transactions arising out of this Contractor Licence. To meet the requirements of the
National Audit Office and Ordnance Survey’s own business requirements, the
representatives of the National Audit Office and Ordnance Survey shall have the
right on reasonable notice during business hours to enter the Contractor’s premises
and to inspect and audit its books of account and all supporting documentation to
ensure its compliance with the security and intellectual property aspects of this
Contractor Licence and to take copies of any necessary records. The Contractor
shall, at its own expense, make appropriate employees and facilities available to
provide Ordnance Survey and/or the National Audit Office with all reasonable
assistance to enable such inspection, auditing and copying to take place.
7.3
Ordnance Survey may stipulate a range of reasonable measures arising from the
findings of any audit by which it can ensure the compliance of the Contractor with its
obligations under this Contractor Licence.
8 Confidential
Information
8.1
The Contractor agrees:
8.1.1
to use Confidential information only for performing its obligations and in
accordance with its rights under this Contractor Licence;
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8.1.2
to keep all Confidential Information secure, and to disclose it only to
those employees, consultants, directors and professional advisers who
are directly involved in this Contractor Licence and who are subject to at
least the same obligations of confidentiality in relation to the Confidential
Information as the Contractor;
8.1.3
to notify the Sub-licensor without delay of any unauthorised use, copying
or disclosure of the Confidential Information of which it becomes aware
and provide all reasonable assistance to the Sub-licensor to stop such
unauthorised use and/or disclosure;
8.1.4
that Confidential Information shall at all times remain the property of the
Sub-licensor or Ordnance Survey, as the case may be. Other than as set
out elsewhere in this Contractor Licence, no licence of Intellectual
Property Rights is granted by any disclosure of Confidential Information.
Confidential Information may not be copied or reproduced by the
Contractor without the Sub-licensor’s prior written consent, and any
permitted copies are also Confidential Information; and
8.1.5
except as required by law or by governmental or regulatory
requirements, not to disclose Confidential Information to any third parties
without the Sub-licensor’s and Ordnance Survey’s prior written consent.
8.2
The obligations in this Clause 8 do not apply to any information which the Contractor
can demonstrate was previously known to it (unless acquired directly from the
Sub-licensor or in breach of any obligation of confidentiality) or independently
developed by it without the use of any Confidential Information.
8.3
The Contractor may not divulge directly or indirectly to the press or any other third
party, other than to its professional advisers and Ordnance Survey and where it is
required by law so to do, details of this agreement or of any dispute between it and
the Sub-licensor or involving Ordnance Survey.
9 Warranties
9.1
The Sub-licensor gives no warranty with regard to the quality or description of the
Ordnance Survey Data but, on receipt of any notice from the Contractor with regard
to any apparent defect, the Sub-licensor’s sole liability, and the Contractor’s sole
remedy, shall be to the effect that the Sub-licensor shall report such matter to
Ordnance Survey.
9.2
The Contractor acknowledges that the Sub-licensor has received a warranty to the
effect that Ordnance Survey is authorised by the Controller of Her Majesty’s
Stationery Office, which holds and exercises Crown Copyright and other copyrights
owned by Her Majesty, to grant licences to use such copyrights on the terms of this
Contractor Licence. However, the Contractor acknowledges that no warranty is
given that Intellectual Property Rights subsist in or that Her Majesty owns (either at
all or free from encumbrances or licences) all of the Ordnance Survey Data and any
condition, warranty or representation, whether express or implied, to the contrary is
hereby excluded to the maximum extent permissible by law.
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9.3
The Sub-licensor excludes, to the fullest extent permissible by law and except as
expressly stated in this Clause 9, all warranties, conditions, representations or
terms, whether express or implied by common law, statute or otherwise, including,
but not limited to, any regarding the accuracy, compatibility, fitness for purpose,
performance, satisfactory quality or use of Ordnance Survey Data or
Ordnance Survey Updates.
10 Liabilities
10.1
The parties acknowledge that any limits and exclusions of liability in relation to each
other under this Contractor Licence shall be governed by the terms and conditions
of other contracts between them.
10.2
It is further acknowledged by the parties that Ordnance Survey shall have no liability
whatsoever to the Contractor in respect of the Ordnance Survey Data or any matter
or thing in connection with this Contractor Licence.
11 Termination
11.1
Either party may terminate this Contractor Licence with immediate effect at any time
by giving notice to the other party.
11.2
Except as provided in Clause 11.3, as soon as this Contractor Licence is terminated
or the Contractor has ceased to need to have access to Ordnance Survey Data for
the Tender or the Works, the Contractor shall immediately either destroy (or arrange
for the destruction of) all Confidential Information and Ordnance Survey Data in all
media (including without limitation any Ordnance Survey Data embedded in any
paper copies and any other material) which the Contractor holds or is responsible
for or at the Sub-licensor’s option return or arrange for the return of all
Ordnance Survey Data and Confidential Information to the Sub-licensor or (if
required by Ordnance Survey) Ordnance Survey, and provide, at the request of the
Sub-licensor or Ordnance Survey, a sworn statement by a duly authorised executive
that the Contractor no longer holds any Ordnance Survey Data or Confidential
Information.
11.3
The Contractor shall be entitled to retain one paper based archive copy of any
Ordnance Survey Data which is relevant and necessary to document the Tender or
the Works, as the case may be.
11.4
Notwithstanding the termination of this Contractor Licence, those Clauses intended
to survive termination, including without limitation Clauses 1, 5, 7, 8, 10, 11.2, 11.3,
17 and 19, shall continue in full force and effect.
12 Assignment, subcontracting and sublicensing

The Contractor shall only be entitled to subcontract, assign, transfer or novate rights and/or
obligations under this Contractor Licence with the prior written consent of both the
Sub-licensor and Ordnance Survey.
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13 Entire
Agreement

The parties agree that this Contractor Licence and any documents referred to in it constitute
the entire agreement with regard to the Contractor’s right to have access to Ordnance Survey
Data. This Contractor Licence supersedes all understandings, representations and agreements
made between the parties concerning such matters. However, neither party seeks to exclude
liability for any fraudulent misrepresentations.
14 Waiver
14.1
The waiving (which must be in writing and signed by an authorised representative of
the relevant party) on a particular occasion by either party of rights under this
Contractor Licence does not imply that other rights will be waived.
14.2
If a party has a right arising from the other party’s failure to comply with an obligation
under this Contractor Licence and delays in exercising or does not exercise that
right, such delay in exercising or failure to exercise is not a waiver of that right or
any other right.
15 Severability

Each term of this Contractor Licence is a separate term and is intended to stand alone. Should
any provision of this Contractor Licence be held to be invalid or unenforceable, such
provision shall be severed from the remainder of this Contractor Licence, which will continue
to be valid and enforceable to the fullest extent permitted by law.
16 Further
assurance

The parties shall do and execute all such further acts and things as are reasonably required to
give full effect to the rights given and the transactions contemplated by this Contractor
Licence.
17 Notices
17.1
Any notice required to be given for the purposes of this Contractor Licence shall be
given in writing by sending the notice by either:
b) prepaid first-class post; or
c) recorded delivery; or
d) facsimile;
or
e) delivery
by
hand.
17.2
Any notice shall be sent to the address/fax number or other contact details:
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a)  for the Sub-licensor:
Contact: ...........................................................................

Address: ..........................................................................

.........................................................................................

Telephone: ......................................................................

Facsimile: ........................................................................
b)  for the Contractor:
Contact: ...........................................................................

Address: ..........................................................................

.........................................................................................

Telephone: ......................................................................

Facsimile: ........................................................................

of such other contact details as either party shall notify to the other
in writing.
17.3
Any notice sent by prepaid first-class post or recorded delivery shall be deemed to
have been served two (2) business days after posting. Any notice sent by facsimile
shall be deemed to have been served on the next business day following sending,
provided that electronic confirmation of transmission has been received. Any notice
sent by email shall be deemed to have been served on the next following business
day following sending, provided that electronic confirmation of the email having been
opened has been received. Any notice delivered by hand shall be deemed to have
been served on the same day if received before 4.00 pm on a business day or on
the next business day if received after 4.00 pm.
18  Contracts (Rights of Third Parties) Act 1999

Apart from Ordnance Survey and the Controller of Her Majesty’s Stationery Office, a person
who is not a party to this Contractor Licence has no right under the Contacts (Rights of Third
Parties) Act 1999 to enforce or enjoy the benefit of any terms of this Contractor Licence, but
this does not affect any right or remedy of a third party which exists or is available apart from
that Act.
19  Jurisdiction and governing law

This Contractor Licence will be governed by and construed in accordance with English law.
Both parties submit to the exclusive jurisdiction on the English courts in respect of any
proceedings issues by either party in connection with this Contractor Licence.
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20 Signing

In witness whereof the hands of the duly authorised representatives the day and year first
above written.
For Sub-licensor
For Contractor
Signature  ...................................................
Signature  ...................................................
Name
...................................................
Name
...................................................
Title
...................................................
Title
...................................................
Company  ...................................................
Company  ...................................................
Date
...................................................
Date
...................................................

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