103 Kb PDF: L0035_M_NP

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Agreement for the supply of data or
information to Ordnance Survey
1
Date of this Agreement:

2 Parties:

(1)
The Secretary of State for Communities and Local Government,
acting through Ordnance Survey of Romsey Road,
SOUTHAMPTON, UK, SO16 4GU (Ordnance Survey); and

(2)

Company registration number:

(the Supplier)
3
Name and description of data or information to be supplied
[insert description of data]
(which together with any updates provided pursuant to Clause 1.2 of the terms and conditions overleaf
are defined as the Data):
The Supplier shall supply the Data (and updates if applicable) in the following formats:
Please tick supply method:
electronic format
hardcopy format
  both electronic and hard copy format
Please specify: ........
4
Term: (the Term): From Supplier’s first supply of Data until [date]
5
Updates required? Yes/No
6
If Updates are required, at what frequency:
Weekly
Monthly
Annually
Other
Please specify: .......
Agreement for the supply of data or information to Ordnance Survey
v2.0 Jan 2009 © Crown copyright 2007
L0035_M_NP Page 1 of 4

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7
It is agreed that the Supplier shall supply to Ordnance Survey the Data on the following
terms and conditions of data supply.
Signed for and on behalf of The Secretary
Signed by an authorised representative for and
of State for Communities and Local
on behalf of the Supplier
Government, acting through
Ordnance Survey
Signature  ......................................................   Signature
....................................................
Name
...... ................................................   Name
...... ..............................................
Title
...... ................................................   Title
...... ..............................................
Date
...... ................................................   Date
...... ..............................................
L0035_M_NP
[date]
Agreement for the supply of data or information to Ordnance Survey
v2.0 Jan 2009 © Crown copyright 2007
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Terms and conditions of data supply
Supply of data
Warranties
1.1
During the Term the Supplier shall supply to
4.1
The Supplier warrants and undertakes that:
Ordnance Survey the Data as and when reasonably
requested by Ordnance Survey.
4.1.1  it is either the sole owner of al  the
intellectual property rights in the Data or is
1.2
If agreed between the parties, the Supplier shall
authorised to grant Ordnance Survey the
supply updates or modifications of the Data at an
licence in Clause 3;
agreed frequency.
4.1.2  it has full power to enter into this Agreement;
1.3
Without prejudice to its rights and remedies,
4.1.3  the Data are original works and that copying
Ordnance Survey shall test the Data and if the Data
or using the Data in any way which is
is reasonably acceptable to Ordnance Survey, it
authorised by the Supplier under this
shall confirm acceptance to the Supplier in writing.
Agreement or otherwise will not at any time
The Supplier hereby licenses Ordnance Survey to
(whether during the Term or otherwise)
test the Data for such purposes.
infringe the intellectual property rights of any
third party;
1.4
The Supplier shal  use its reasonable endeavours to
4.1.4  although the Data may not be error free, the
procure that the media upon which the Data are
Supplier has used all reasonable endeavours
furnished to Ordnance Survey shal  be free from
to ensure that the Data is accurate; and
defects in materials, design and workmanship. If such
media should be defective as aforesaid, then the
4.1.5  where the Data relates to a proposed
Supplier shall provide a further copy of the media at
development, the Supplier has, prior to
its own expense as soon as reasonably practicable
dispatch of the Data to Ordnance Survey,
following notification from Ordnance Survey.
verified that such Data has been granted the
appropriate detailed planning approval.
1.5
The Supplier shall ensure that the Data shall conform
to any sample (whether in format or content or both)
Term
whenever provided, both before and after acceptance,
to Ordnance Survey. If Ordnance Survey requires a
5.1
This Agreement shall be effective from the date of
particular format, it shall notify the Supplier by giving
this Agreement and shall continue for the Term
thirty (30) days’ written notice.
unless and until terminated within the terms of this
Agreement.
Consideration
5.2
No later than twelve (12) months from the date of this
2.1
The consideration of the parties shall be the
Agreement (unless terminated sooner under the
agreement of each party to abide by the terms of
provisions of this Agreement) the parties shall
this Agreement in return for such agreement by the
communicate in order to have good faith discussions
other party.
to assess their respective performances under this
Agreement and whether the Agreement should be
Licence
terminated.
3.1.  The Supplier hereby grants to Ordnance Survey a
5.3
Regardless of the Term and the actual date of
non-exclusive royalty free irrevocable perpetual
termination of this Agreement, it is agreed that all Data
worldwide licence and right to copy, adapt,
provided during the Term shal  be available
communicate, transmit, distribute, sub-license,
perpetually to Ordnance Survey pursuant to
modify, exploit and use the Data including the right to
Clause 3.1.
incorporate the Data into its mapping databases for
use in its products (and derived products whether
Confidentiality
created by Ordnance Survey or Ordnance Survey’s
permitted third parties) as Ordnance Survey sees fit
6.1
The Supplier undertakes that it, its servants, agents
following acceptance of the Data in accordance with
and subcontractors, will keep in confidence and will
Clause 1.3, PROVIDED always that the Supplier shal
not use or disclose to any third party without
not be liable for any misuse of the Data by
Ordnance Survey’s prior written consent any
Ordnance Survey.
material or information relating to the affairs,
products or services of Ordnance Survey, its
3.2
The Supplier acknowledges that Ordnance Survey
customers and suppliers, except where necessary in
(or its other suppliers and/or Ordnance Survey’s
order to carry out the Supplier’s obligations under
permitted third parties where appropriate) will own
this Agreement and except for disclosure to the
all or any copyright and database right that may
Supplier's employees on a strictly need to know
subsist in all compilations of Ordnance Survey
basis. The Supplier shall inform all recipients of
products whether or not some or all of the Data are
Ordnance Survey’s confidential information of their
included in such compilations.
obligations of confidentiality and ensure compliance.
Agreement for the supply of data or information to Ordnance Survey
v2.0 Jan 2009 © Crown copyright 2007
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6.2
Ordnance Survey undertakes to keep in confidence
Liability
and not disclose to any third party without the
Supplier's prior written consent any confidential
9.1
Except in respect of injury to or death of any
information (other than the Data) marked as such
person, the aggregate liability of each party whether
belonging to the Supplier and supplied to
arising from negligence, breach of contract or
Ordnance Survey in accordance with this Agreement.
howsoever, in respect of this Agreement, shall not
exceed £1000.
6.3
The restrictions of this Clause 6 shall not apply
when the recipient is required to disclose any such
General
confidential information by order of law or a
regulatory authority.
10.1  In this Agreement, Agreement means this
agreement including the terms and conditions of
Termination
data supply.
7.1
Without prejudice to the parties' rights and remedies,  10.2  Clauses 3 (in respect of Data already received), 4,
either party may terminate this Agreement on the
6, 8, 9, 10 and 11 shall survive termination or expiry
expiry of thirty (30) days written notice.
of this Agreement howsoever caused.
7.2
Without prejudice to their rights and remedies, either
10.3  If a court decides that any part of this Agreement is
party may forthwith terminate this Agreement at any
invalid then that part will not apply but the remainder
time by written notice on the happening of any or
of the Agreement shall continue to be valid and
more of the following events or circumstances:
enforceable. No delay or failure by either party to
exercise any of its powers, rights or remedies under
7.2.1  if the other party is in material breach of this
this Agreement shall operate as a waiver of them nor
Agreement which is not capable of remedy;
shall any single or partial exercise of any such
7.2.2  if the other party is in material breach of this
powers, rights and remedies preclude any other or
Agreement which is not remedied within the
further exercise of them. Any waiver to be effective
time period specified in the other party's
must be in writing. The remedies provided in this
written notice to do so (being not less than
Agreement are cumulative and not exclusive of any
twenty (20) days); and
remedies provided by law.
7.2.3  if the other party ceases to carry on its
10.4  This Agreement represents the entire agreement
business; if a receiver, administrative
between the parties in relation to its subject matter
receiver, administrator or similar officer is
and it is agreed that all other express warranties,
appointed over all or any part of the assets or
representations and undertakings are hereby
undertaking of the other party; if the other
excluded save in the case of fraud.
party makes an assignment for the benefit of,
or a composition with, its creditors, or
10.5  Except where otherwise agreed or in the case of a
another arrangement of similar import; or if
disclosure required by law or to a party’s
the other party shall go into liquidation
professional advisers, this Agreement must not be
otherwise than for the purposes of a bona
disclosed to any other person, firm or company, and
fide amalgamation or reconstruction.
must be treated as confidential between the parties.
Freedom of Information Act
10.6  A person who is not a party to this Agreement has
no right under the Contracts (Rights of Third
8.1
The Supplier shall both during and following expiry
Parties) Act 1999 to enforce any term of this
or termination of this Agreement use all reasonable
Agreement.
endeavours to assist Ordnance Survey to comply
with its obligations imposed under the Freedom of
Governing Law and Jurisdiction
Information Act 2000. The Supplier shall keep full
and accurate records of his activities under the
11.1  This Agreement shall be governed by the law of
Contract which must be made available for
England and Wales and the parties submit to the
inspection at any time by Ordnance Survey.
exclusive jurisdiction of the courts of England and
Wales.

Ordnance Survey and the OS Symbol are registered trade marks of Ordnance Survey, the national mapping agency of
Great Britain.
Agreement for the supply of data or information to Ordnance Survey
v2.0 Jan 2009 © Crown copyright 2007
L0035_M_NP Page 4 of 4