SOFTWARE LICENCE AGREEMENT

The exeGesIS SDM software and products are licensed to customers on the condition that the customer agrees to the terms set forth in this agreement. Acceptance of delivery of "the products" constitutes acceptance of these terms and conditions.

1. Licence. On payment of the licence fee, exeGesIS SDM agrees to grant and the Customer agrees to accept on the following terms and conditions a non-transferable and non-exclusive licence to use the Software specified.

2. Restrictions on use. The number of licences listed herein authorises the Customer to make internal use of that number of copies of the Software exclusively for the benefit of the Customer. It is not to be used to provide a bureau service for others or for the benefit of or on behalf of any others. Each copy of the Software may only be used on a single computer and may not be installed on or copied to any other computer unless a Concurrent Licence Agreement has been signed. Neither the licence granted under this agreement nor the Software to which it applies may be assigned, sub-licensed or otherwise transferred by the Customer without the prior written consent of exeGesIS SDM. All multiple licence packs are restricted to use on a single site unless otherwise agreed.

3. Prices. Any price list, advertising matter or similar materials issued by exeGesIS SDM are intended only as an indication as to price and range of Products available and information contained therein shall not be binding on exeGesIS SDM.

4. Copyright. No title or ownership of software products or any Third Party Software licensed to the Customer under this Agreement is transferred to the Customer under any circumstances. Software and explanatory material are copyright exeGesIS SDM and may not be published or transferred to any other party, whether in whole or in part, without the prior written permission of exeGesIS SDM. The Customer agrees not to remove any copyright notices or any confidential or proprietary legends from the Software and the Customer agrees to reproduce such notices and legends on any copy of the Software made by the Customer as permitted herein.

5. Copies of printed material. The Customer may not copy any Software documentation or related materials provided by exeGesIS SDM in printed form. Additional copies may be purchased from exeGesIS SDM.

6. Modifications. The Customer may not modify, adapt, translate, reverse engineer, decompile, disassemble or merge within another program any portion of the exeGesIS SDM Software or create derivative works based on the Software.

7. Non-disclosure. The Customer agrees that all copies of the Software will be strictly safeguarded against disclosure to or use by persons or organisations not authorised by exeGesIS SDM to use such software. The Customer will take the necessary steps to ensure that the provisions of this Agreement are not violated by an employee of the Customer.

8. Cancellation by customer. Any request made by the Customer for cancellation of any order will only be granted in the condition that the Customer indemnifies exeGesIS SDM in respect of all costs and expenses incurred by exeGesIS SDM as a result of its acceptance of such cancellation.

9. Termination. Upon termination of this Agreement the Customer shall immediately cease use of the Software and destroy or deliver the original and all full or partial copies of the Software to exeGesIS SDM. The Customer will still be obliged under the Terms of this Agreement, including its obligations regarding the confidentiality of Software. This agreement may be terminated by: exeGesIS SDM if the Customer fails to pay any amounts within the due date; if either party fails to perform any of its obligations under this Agreement; of if either party ceases trading.

10. Warranties and Limitations of Liability. In no event shall exeGesIS SDM be liable for damages whether as consequential damages or for loss of business, profits, data or otherwise arising out of or in connection with the use or performance of any supply item. exeGesIS SDM does not warrant that the Software will meet the Customer's requirements or that the software will be error free.

11. Payment. Unless otherwise agreed in writing, payment for "the products" shall be made not later than 30 days from the date of the invoice. In the event the payment is not received exeGesIS reserves the right to charge interest on a daily basis from the date of invoice on the amount outstanding at the rate of 2% per month.

Software Registration Form

As the authorised representative of the Company named below, I agree to the terms and conditions of the Software Licence Agreement.

Software name: Map Templates Number of licences: Single

Signature of Representative: …………………………………………… Licence(s): TEMP04701

Name of Representative: Tony Day

Name of Company: Leicestershire County Council, ICT Services, Room 181 County Hall, Glenfield, Leicester, LE3 8SW

Please note that technical support and software updates are only available to Registered Users; therefore please return a copy of the Registration Form.

exeGesIS SDM, Great House Barn, New Street, Talgarth, Powys LD3 0AH. Tel: 01874 711145. Fax: 01874 711156