Alvey Natural Language Tools RESEARCH SOFTWARE LICENCE AGREEMENT between Lynxvale Limited and effective as of ------------------------ RESEARCH SOFTWARE LICENCE AGREEMENT Alvey Natural Language Tools THIS AGREEMENT is made this day of 1993 BETWEEN Lynxvale Limited whose registered office is situated at The Old Schools, Trinity Lane, Cambridge CB1 2TN (hereinafter known as 'Lynxvale') and (hereinafter known as 'the Licensee') 1. GRANT 1. Subject to the provisions contained herein Lynxvale grants to the Licensee a non-exclusive non-transferable licence for research use of the Alvey Natural Language Tools (hereinafter referred to as the `Licensed Software') as detailed in Annex A. 2. No title or ownership rights to the Licensed Software are transferred to the Licensee by this Agreement. 2. RESTRICTIONS 1. Lynxvale hereby states that the Licensed Software constitutes a valuable asset. 2. The Licensee shall treat the Licensed Software in the same manner as it treats its own valuable assets. 3. The Licensee shall not use make or have made any copies of nor disclose to a third party the Licensed Software provided however that the Licensee shall be able to maintain back-up or archival copies of the Licensed Software during the duration of this Agreement such copies remaining subject to all terms and conditions of this Agreement. 4. The Licensee shall notify and inform its employees having access to the Licensed Software of the Licensee's limitations duties and obligations regarding non-disclosure and copying of the Licensed Software and the Licensed Software shall be used only by employees of the Licensee. The Licensed Software shall not be used by any agents consultants or customers of the Licensee nor employees of affiliates or subsidiaries of the Licensee without the prior authorisation of Lynxvale. 5. The Licensee may edit format or otherwise modify the Licensed Software provided however that errors or deficiences in design necessitating modifications to the Licensed software be reported to Lynxvale and also provided that portions of the Licensed Software included in a modified work shall remain subject to all terms and conditions of this Agreement. 6. The Licensee agrees to reproduce and include Lynxvale's copyright notice on all copies of the Licensed Software or any modifications thereof in any form. 7. Notwithstanding any termination the obligation herein to keep information confidential shall continue in effect after the expiration or termination of this Agreement. 8. The Licensee shall not derive commercial benefit from the Licensed Software or data generated using the Licensed Software. 3. ACCEPTANCE 1. All terms and conditions of this Agreement shall be binding upon signing of this Agreement by the Licensee and Lynxvale 2. The Licensee agrees to nominate a single specialist through whom all technical correspondence will be channelled and to provide Lynxvale with an electronic mail address for this specialist. 3. The Licensee shall pay to Lynxvale the sum of 500 ECU or 100 ECU (or equivalent in local currency) plus Value Added Tax at the appropriate rate where applicable, such sum to be paid within thirty (30) days of receipt of Lynxvale's invoice. The lower rate is applicable only if the Licensee has already purchased a previous version of the software. 4. If the Licensee is unable to take receipt of the Licensed Software by FTP, the additional cost of creating and sending a magnetic tape must be paid by the Licensee. If special carriers are required or export/import agents are to be used, then the additional cost involved must be paid by the Licensee. 4. TERMINATION 1. This Agreement shall become effective on the day and year first written above and will remain in effect until terminated as provided in this Agreement 2. Lynxvale shall have the right to terminate this Agreement upon thirty (30) days notice to the Licensee if the Licensee fails to comply with any of the terms and conditions of this Agreement and if such failure is not corrected within the said thirty (30) days. 3. Lynxvale shall have the right to terminate this Agreement at any time in the event that an assignment shall be made of the Licensee's business for the benefit of creditors or if a receiver trustee in bankruptcy or similar officer shall be appointed to take charge of all or part of the Licensee's property or if the Licensee is adjudged a bankrupt. 4. Within thirty (30) days after termination of this Agreement the Licensee shall certify in writing to Lynxvale that all programs and materials containing the Licensed Software have been destroyed or deleted from any computer libraries or storage and memory devices and are no longer in use or usable by the Licensee. 5. WARRANTIES AND LIABILITY 1. Lynxvale warrants that it has the right to grant this licence 2. While the Licensed Software has been carefully developed and tested for accuracy and proper functioning Lynxvale cannot accept any liability arising from the interpretation and application of the results obtained by the use of the programs. THE FOREGOING WARRANTIES ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES OR MERCHANTABILITY FITNESS FOR PARTICULAR PURPOSE AND/OR OTHER TYPE WHETHER EXPRESS OR IMPLIED 3. In no event shall Lynxvale become liable to the Licensee or any other party for any loss or damage consequential or otherwise including but not limited to time money or goodwill arising from the use operation or modification of the Licensed Software by the Licensee. The Licensee further agrees to indemnify defend and hold harmless Lynxvale its agents or employees from and against all loss or expense resulting from liability of any nature arising out of or resulting from the possession use or operation of the Licensed Software by the Licensee. 6. MISCELLANEOUS 1. This agreement constitutes and expresses the entire agreement and understanding between the parties and supercedes all previous communications representations or agreements whether written or oral with respect to the subject matter thereof. 2. The Agreement may not be and shall not be deemed or construed to have been modified amended rescinded cancelled or waived in whole or in part except by written instruments signed by the parties 3. This Agreement shall be governed by and construed in accordance with the laws of England IN WITNESS WHEREOF the parties hereto have caused this Agreement to be executed by their duly authorised representatives. SIGNED for and on behalf of Lynxvale Limited by SIGNED for and on behalf of the Licensee by ANNEXE A Alvey Natural Language Tools English Grammars and Lexicons Program Source Code (Common Lisp) User Manual and Grammar Documentation Test Corpus (see documentation available by FTP for more detailed and up-to-date information)