LEGAL SERVICES COMMISSION MANUAL LICENCE AGREEMENT

1.Definitions

“Affiliates” means entities controlling, controlled by or under common seal with Licensor.

“Agreement” means these Terms and Conditions, the current order form and any special conditions agreed in writing which together govern the provision of the Service to Licensee.

“Data” means the data made available to the Licensee or any part thereof in the Service.

“Extracts” means insubstantial extracts from the Data (appropriately cited and credited) whether held as separate documents or as incorporated in a Work Product.

“Initial Licence Period” means thirty six (36) months from the Licence Start Date.

“Licence Period” means the Initial Licence Period and any Extension periods as defined in clause 2.1 of this Agreement.

“Licence Start Date” means the date specified on the order Form.

“Project Database” means a searchable database maintained in connection with an ongoing project of the Licensee which must consist preponderantly of Licensee’s own Work Product with access limited to those internal users actively working on the project.

“Retention Database” means a database or other storage which is not readily accessible searchable or useable by Licensee’s personnel and which is retained only for the purpose of proof at a later date e.g for the purposes of litigation against the Licensee that certain material was reviewed as part of a particular matter. No data shall be stored or used in any form of database whether current or archival which is intended for the storage, and/or provision to its users, of access to know how.

“Service” means the Legal Services Commission Manual available on CD- ROM [“the CD-”] and online , as the case may be and shall include all versions and updates thereto

“User” means personnel of Licensee entitled to access and use the Service as specified in the order form.

“Work Product” means Licensee’s own documents, memoranda, advices, briefs and other similar materials whether in print or in electronic form created by the Licensee in the regular course of the Licensee’s business which for the purposes of this Agreement includes advising clients, internal training and producing print or electronic updating/current awareness newsletters for purely internal consumption. In the absence of prior agreement with the Licensor it does not include producing intranet, extranet or internet sites, producing print or electronic updating/current awareness newsletters for external consumption or any other client retention /attraction activity, providing research services other than to clients and publication or resale.

2.Duration and Termination

2.1

This Agreement shall commence with effect on the Licence Start Date and (subject to earlier termination as provided for in clause 2.2 herein) shall remain in effect for the duration of the Initial Licence Period. Thereafter this Agreement shall continue (subject to any earlier termination as provided for in clause2.1 herein for successive periods of twelve (12) months from the third anniversary or subsequent anniversaries of the Licence Start Date ( each such twelve month period being an “Extension Period”) unless and until terminated by either party giving to the other not less than thirty days written notice to that effect to the other party prior to the end of the Initial Licence Period or an Extension Period (as the case may be), such notice not to take effect prior to the end of either Initial Licence Period or, in respect of termination of the Agreement after the end of the Initial Licence Period, the end of the Extension Period in which such notice expires.

2.2

Licensor may terminate this Agreement if:

(a): any payment due hereunder remains unpaid for more than 14 days after becoming due;
(b): the Licensee commits a material breach or default of any term herein and in the case of a breach capable of remedy shall have failed to remedy it within 21 days of receiving notice of it;
(c): the Licensee (and if the Licensee is more than one person, any of those persons) is adjudicated bankrupt, enters into liquidation or any arrangement or composition with or assignment for the benefit of its creditors or if a trustee or a receiver or administrator or administrative receiver or receiver or manager is appointed against the whole or any part of its assets or business.

2.3

On termination the Licensee shall cease accessing and using the Service and if using the CD remove it from any computer on which it is installed and cease using the Service and within 14 days return to the Licensor the CD together with any copies of the whole or part thereof.

3.Grant of Licence

3.1: Licensor hereby grants for the term of this Agreement, to the Licensee a non exclusive, non-transferable licence to access the Service in accordance with the terms and conditions of this Agreement.
3.2: All rights to access and use the Service granted to the Licensee or restrictions imposed on the Licensee shall be exercisable or observed (as the case may be) by its Users. It shall be the responsibility of the Licensee to ensure that Users act in accordance with such requirements.

4.Responsibility for Access to the Service online

4.1

Licensee is responsible for notifying Licensor of Users to whom the Service passwords are to be issued or from whom passwords are to be revoked (“User Details”) or other necessary access details where silent authentication is used(“Access Details”).

4.2

Access to the Service will be given as soon as reasonably practical after provision of the User Details/ Access Details (as the case may be) to Licensor.

4.3

Where incomplete and/or inaccurate User Details/ Access Details (as the case may be) are provided by the Licensor. Licensor shall not be liable for any delay or failure to set up access to the Service for any or all of the Users.

4.4

Licensee is solely responsible for maintaining security of the Service passwords.

4.5

Licensee is also responsible for all access to and use of the Service including features and software by Users or by means of Licensee’s equipment or the Service passwords, whether or not Licensee has knowledge of or authorises such access and use.

4.6

Licensee agrees to:

(a): Notify Licensor of any changes relating to its Users as soon as reasonably practical Liability arising from breach of this clause shall be maintained until such notification has been received from by Licensor.
(b): Indemnify `Licensor against any use of User Details or Access Details in breach of these terms and conditions (unless prior written consent of Licensor is obtained ), including use by a third party where the Licensee or its User(s) has allowed or facilitated access to the Service and/or Data, howsoever received, in conjunction with the Service.

4.7

Licensor reserves the right without notice to:

(a): Alter the arrangements for access to the Service;and/or
(b): Change the presentation and/or withdraw Data. Licensor will endeavour to give the Licensee or its User(s) reasonable notice of any alterations or changes which are likely to affect detrimentally the Licensee or its User(s).

5.Charges

5.1: The Licensee shall pay charges for the provision of the Service as set out on the current order form or as subsequently notified by Licensor in respect of any Extension Periods.
5.2: All charges are payable from the Licence Start Date and are invoiced and payable annually and in advance.
5.3: All invoices are payable within 30 days of the date of the invoice. If the Licensee fails to pay any charges when due then the Licensor shall be entitled at its discretion to levy interest on all outstanding amounts due at a rate of 4% above National Westminster Bank plc base rate calculated on a daily basis.
5.4: The parties agree to enter into good faith negotiations regarding the financial provisions of this Agreement, if either party deems there is a material change in the Licensee’s organisational structure, including, but not limited to mergers, acquisitions, a significant increase in the number of lawyers at a location covered by this Agreement, divestitures or downsizing.

6.Ownership and Permitted Copying

6.1

The Service and/or Data is not sold to Licensee who shall not acquire any right , title or interest (including without limitation copyright or other right in the nature of copyright or any other intellectual property right whatsoever in:

(a): the Service and/or Data or any part thereof or any update to the Service and/or Data or part thereof;
(b): the media upon which the Service and/or Data is supplied;
(c): any documentation or material printed or otherwise transmitted under this Agreement which shall remain the property of the Licensor or copyright owner as may be the case.

6.2

Licensee shall promptly inform the Licensor if Licensee becomes aware of;

(a): any unauthorised use of the Service and/or the Data any actual, threatened, or suspected infringement of any intellectual property of the Licensor in the Service and/or Data which comes to the Licensee’s notice, and
(b): any claim by any third party coming to its notice that the Service and/or Data infringes the intellectual property or other rights of any other person.

6.3

Licensee shall at the request of the Licensor do all such things as may be reasonably required to assist Licensor in taking or resisting proceedings in relation to any infringement or claim referred to in this clause and in maintaining the validity and enforceability of the intellectual property of the Licensor in the Service and/or Data.

6.4

Licensee may:

(a): make one copy of the CD for back up purposes, which copy must be kept in Licensee’s control and possession and shall use its best endeavours to ensure that the CD does not fall in the hands of third parties whether as a result of theft or otherwise.
(b): Copy the Data from the CD onto a hard disk controlled by a standalone computer under the installation procedure provided by the Licensor . Any other transfer to disk is not permitted.

7.Permitted Uses

Permitted Acts –

7.1

Licensee may:

(a)

view the Data on screen;

(b)

reproduce, quote and excerpt Extracts in Licensee’s own Work Product;

(c)

print Extracts for internal use and for distribution to third parties if such third parties agree not to further distribute the same;

(d)

print Extracts for internal use and for distribution to third parties if such third parties agree not to further distribute the same;

(i): the court before which the cause of action is to be heard, and/or
(ii): the parties to the cause of action, and/or
(iii): their representatives.

(e)

on an occasional basis either via email or via the functionality of the Service, transmit or direct Licensor to transmit individual documents in electronic format to individual internal users for internal use and for distribution to third parties if such third parties agree not to further distribute the same

(f)

download Extracts to a storage device under the exclusive control of the Licensor and temporarily store the same in order to carry out the above functions ; and

(g)

use the functionality made available through the Service

7.2

Licensee may store Extracts in a Project Database, whether in hardcopy or electronically (or both)

7.3

Subject to clause 8.4 Licensee may continue to store Extracts in a Retention Database

7.4

Crown Copyright material is reproduced with the permission of the Controller of Her Majesty’s Stationery Office.

7.5

In no circumstances without the express consent of Licensor in writing may the CD or any part thereof be used in connection with any system of remote access, other than for purposes of email or fax transmission as set out in this clause.

8.Restrictions

8.1

Except as expressly permitted by this Agreement or with the Licensor’s prior written permission, Licensor may not do the following:

(a): copy, download, store, publish, transmit, transfer, sub-licence, distribute, sell or otherwise use the Data or any part of the Data in any form or by any means;
(b): re-use, reproduce, decompile, reverse engineer, disassemble, attempt to discern the source code of the Service or interfere in any way with the Data or any part of the Data
(c): modify or make any alterations, additions or amendments to the Data
(d): combine the whole or any part of the Data with any other software, data or material;
(e): create derivative works from the whole or any part of the Data; or
(f): sell, licence or distribute Data (or any parts thereof) to third parties or use Data as a component of or as a basis for any material offered for sale, licence or distribution.

8.2

Licensee shall use its reasonable endeavours to keep any Data stored (as permitted by this Agreement) secure and to prevent any third party duplicating or otherwise reproducing the same in whole or in part other than for the exercise of the rights granted herein , and shall use its reasonable endeavours to prevent whether by act or omission such duplication or reproduction except as permitted by this Agreement.

8.3

No Data shall be stored or used in any form of database whether current or archival which is intended for the storage, and/or provision to its users, of access to know-how.

8.4

All Extracts must clearly reproduce the copyright notice(s) and Licensee shall not do or omit to do or authorise any other person to do omit to do any such act which:

(a): would or might invalidate or be inconsistent .with any intellectual property of the Licensor.
(b): would be in breach or otherwise inconsistent with the moral rights of the authors of the items comprising the Service and/or Data.

8.5

Licensee shall not erase remove deface or cover any trademark, trade names, numbers, copyright or other proprietary notices, guarantee, designation of origin , means of identification, disclaimer or other statement used on any media containing the Service or used in relation to it, nor shall Licensee another person to do so enforceability of the intellectual property of the Licensor in any Data.

8.6

Licensee shall use the Service/and or Data and shall take all reasonable steps to ensure that its Users use the Service and/or Data

(a): Only for its own business purposes;
(b): On the system and at the site and as specified on the current order form for which the charges have been agreed.
(c): Only for the permitted purposes set out in this Agreement.

8.7

Licensee shall not use the Service and/or Data nor authorise the Service and/or Data to be used for the purpose of operating a bureau or similar service or any online service whatsoever though for the avoidance of doubt nothing in this Agreement shall prevent bona fide use of the Service and/or Data on a standalone machine in the course of operating a library.

10.Warranties and Exclusions

10.1: Except as specified in clause 10.2, the Service and/or Data is provided “as is” without warranty of any kind, express or implied, including but not limited to warranties of performance, merchantability, fitness for a particular purpose, accuracy, omissions, completeness, currency and delays.
10.2: The Licensor warrants to the Licensee that the Service and/or Data does not infringe any industrial or intellectual property rights of any third party and it holds itself the necessary rights to grant the rights specified in this Agreement and that it has authority to enter into this Agreement with the Licensee.
10.3: The Licensor shall not be liable for any direct loss save in respect of the warranty in 10.2 or loss (whether direct or indirect) of profits, goodwill, business, revenue or anticipated savings or any increased cost or expenses or any indirect, special or consequential loss or damage of any nature whatsoever, whether or not contemplated by the parties.
10.4: The Licensor will have no liability whatsoever for any liability of the Licensee to any client customers or third party which might arise (except where such liability arises as a breach of the warranty in cause 10.2.above.
10.5: None of the terms of this Agreement shall operate to exclude or restrict liability for fraud or for death or personal injury.

11.Assignment

11.1: The Licensor may without the prior written consent of the Licensee assign any benefit or transfer, delegate or sub-contract any of their duties and obligations under this Agreement to any company which is an associated company of Thomson Reuters. For the purposes of this Agreement “associated company” shall have the meaning attributed to that term in section 416 et seq. of the Income & Corporation Taxes Act 1988, as amended.
11.2: This Agreement may not be assigned by the Licensee without the prior written consent of the Licensor.

12.Third Parties

12.1: Nothing in this Agreement confers or purports to confer upon any third party any benefit or any right to enforce any term of this Agreement.

13.No Partnership/Agency

13.1: Nothing in this Agreement confers or purports to confer upon any third party any benefit or any right to enforce any term of this Agreement.

14.Confidentiality

14.1: “Confidential Information” means any information whatsoever which may be disclosed to one party by the other concerning the commercial performance or proposed development of their respective Services or business or the terms of this Agreement.
14.2: Each party agrees not to disclose any Confidential Information to any third party (other than where reasonably required to its affiliates or professional advisers) without prior written approval of the other.
14.3: The obligations of confidentiality set out in this clause shall not extend to information which is publicly available or can be shown to have been known by a party prior to disclosure or is received by a party from a third party without breach of any duty on the part of that party and shall cease one year after the termination of this Agreement.

15.Miscellaneous

15.1: This Agreement contains the full and complete understanding between the parties and (unless explicitly preserved) supersedes all prior arrangements, whether formal or informal, written or oral, relating to the Service.
15.2: Any amendment or alteration to this Agreement must be in writing and signed by an authorised signatory of each party.
15.3: Notices may be sent by prepaid post to the party to be served at the address above or the address last known to the party serving the notice. In proving Service it shall be sufficient for the sender to prove that the notice was correctly addressed, postage paid and posted, and the notice shall be treated as served on the 14th day after the date of posting.
15.4: The parties agree that neither any failure to exercise, not any delay in exercising, any right hereunder shall operate as a waiver of that right or any other right or remedy, nor shall any partial exercise preclude any further or other exercise.
15.5: This Agreement and all matters arising out of it shall in all respects be governed by the laws of England & Wales.