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VICORP GROUP PLC
AGREEMENT FOR PRODUCT EVALUATION LICENSE and HOSTED TEST ENVIRONMEMT

1. Vicorp Group PLC (“Vicorp”) hereby grants the Licensee a non-exclusive and non-transferable license to use the Product(s) for evaluation and test purposes only.  For the avoidance of doubt commercial use of the software is specifically excluded from this agreement.  Evaluation is permitted on the terms and conditions set out in this Agreement, and subject in particular to the conditions in this Clause 2 and the restrictions in Clause 3.

2.Usage limitations

2.1 The Product(s) may not be used for any commercial purpose, beyond the usage limitation, unless the Licensee pays Vicorp the additional fees and charges in accordance with the then generally applicable product price list.  The Licensee may only use the Product(s) in and for its own company or organisation.
2.2 Vicorp Group PLC will grant access to its Products to Licensee on an “as is” basis to permit Licensee to use and evaluate such Products for the Evaluation Period as defined by Vicorp in its sole discretion.
2.3 Vicorp will supply a 45 day hosted run-time environment in which evaluation products and applications can be tested.  Vicorp makes no commitment to service availability or service quality for the test environment.
3. Subject to the terms and conditions of this Agreement, Vicorp Group PLC hereby grants Licensee a royalty-free, non-exclusive, non-transferable and non-sub-licensable right and license, for the Evaluation Period, to use the Products only for internal testing purposes and not in production and in particular not for any commercial operations. This agreement shall not be construed to grant either party any other rights whatsoever unless expressly granted herein.
4. The Products obtained under this Agreement are licensed on the basis of a no obligation limited period use license.  Licenses will be time limited at the point of issue and Vicorp accepts no responsibility for the automatic termination of the license upon expiry of the evaluation period.  Vicorp retains all rights in the Products as between itself and the Licensee .not expressly granted in this Agreement.  The default evaluation period is 45 days.  Extensions may be agreed in writing with the Licensee.
5. Licensee shall not modify copy or distribute, license or transfer the Products, or any portion thereof, and hereby accepts and agrees that the
Products are for the sole use of the licensee   

6. Intellectual property rights

6.1 Ownership
Copyright and all other intellectual or industrial property rights to the Program Product(s) and other materials (such as analyses, designs, documentation, offers, etc.) supplied to or put at the disposal of the Licensee by Vicorp in any manner whatsoever, will exclusively be held by Vicorp and/or its licensors. The Licensee will only acquire the evaluation rights as they are expressly granted in this agreement. The Licensee recognizes that the Product(s) and other materials are protected by copyright and that any trade marks are the sole property of Vicorp.

6.2 Notices
The Licensee will not be permitted to remove or change any indication concerning copyrights, trade-marks, trade-names or any other intellectual property rights from or in the Product(s) or materials, including any indications concerning the confidential nature of the Product(s).

6.3 General
The Licensee also acknowledges that the intellectual property rights belonging to Vicorp and/or its licensors are only used by the Licensee with the consent of Vicorp to the extent expressly provided in and during continuation of this Agreement.
7. Licensee shall not, either directly or through a third party, reverse engineer, disassemble or decompile any of the Products, except and only to the extent required by mandatory statutory law.
8. The grant of license shall terminate upon expiry of the Evaluation period.
9. Licensee agrees to maintain confidentiality by not disclosing the Products to any third party without the prior written consent of Vicorp. Licensee agrees that its obligation of confidentiality under this paragraph shall survive expiration or termination of this Agreement.
10. Licensee agrees that the Products provided under this Agreement may not fully match commercially available Products from  Vicorp.. Vicorp may provide documentation and/or guidance notes which reflect the operation of the Products as closely as possible, but the Licensee acknowledges its understanding that discrepancies may exist between the Products and supporting documentation or instructions. Vicorp makes no representation or warranty, express or implied, that the operation of the Products will be uninterrupted or error free.
11. Subject to Section 12, Vicorp Group PLC grants access to the Products under this Agreement on an “as is” basis and assumes no warranty or guarantee for the quality thereof or fitness for purpose whatsoever. It is understood that any product documentation provided with freely licensed products carries no warranty for completeness or accuracy and is provided only for guidance.
12  Vicorp hereby disclaims all liability in connexion with the products licensed for evaluation unless subject to UK statute law.  Vicorp warrants that it is the sole owner and owns all rights in the products.
13. This agreement is subject to the laws of England and Wales and to the sole jurisdiction of the English Courts of law.

VICORP GROUP PLC
AGREEMENT FOR PRODUCT EVALUATION LICENSE and HOSTED TEST ENVIRONMEMT
1. Vicorp Group PLC (“Vicorp”) hereby grants the Licensee a non-exclusive and non-transferable license to use the Product(s) for evaluation and test purposes only.  For the avoidance of doubt commercial use of the software is specifically excluded from this agreement.  Evaluation is permitted on the terms and conditions set out in this Agreement, and subject in particular to the conditions in this Clause 2 and the restrictions in Clause 3.

2.Usage limitations

2.1 The Product(s) may not be used for any commercial purpose, beyond the usage limitation, unless the Licensee pays Vicorp the additional fees and charges in accordance with the then generally applicable product price list.  The Licensee may only use the Product(s) in and for its own company or organisation.
2.2 Vicorp Group PLC will grant access to its Products to Licensee on an “as is” basis to permit Licensee to use and evaluate such Products for the Evaluation Period as defined by Vicorp in its sole discretion.
2.3 Vicorp will supply a 45 day hosted run-time environment in which evaluation products and applications can be tested.  Vicorp makes no commitment to service availability or service quality for the test environment.
3. Subject to the terms and conditions of this Agreement, Vicorp Group PLC hereby grants Licensee a royalty-free, non-exclusive, non-transferable and non-sub-licensable right and license, for the Evaluation Period, to use the Products only for internal testing purposes and not in production and in particular not for any commercial operations. This agreement shall not be construed to grant either party any other rights whatsoever unless expressly granted herein.
4. The Products obtained under this Agreement are licensed on the basis of a no obligation limited period use license.  Licenses will be time limited at the point of issue and Vicorp accepts no responsibility for the automatic termination of the license upon expiry of the evaluation period.  Vicorp retains all rights in the Products as between itself and the Licensee .not expressly granted in this Agreement.  The default evaluation period is 45 days.  Extensions may be agreed in writing with the Licensee.
5. Licensee shall not modify copy or distribute, license or transfer the Products, or any portion thereof, and hereby accepts and agrees that the
Products are for the sole use of the licensee   

6. Intellectual property rights

6.1 Ownership
Copyright and all other intellectual or industrial property rights to the Program Product(s) and other materials (such as analyses, designs, documentation, offers, etc.) supplied to or put at the disposal of the Licensee by Vicorp in any manner whatsoever, will exclusively be held by Vicorp and/or its licensors. The Licensee will only acquire the evaluation rights as they are expressly granted in this agreement. The Licensee recognizes that the Product(s) and other materials are protected by copyright and that any trade marks are the sole property of Vicorp.

6.2 Notices
The Licensee will not be permitted to remove or change any indication concerning copyrights, trade-marks, trade-names or any other intellectual property rights from or in the Product(s) or materials, including any indications concerning the confidential nature of the Product(s).

6.3 General
The Licensee also acknowledges that the intellectual property rights belonging to Vicorp and/or its licensors are only used by the Licensee with the consent of Vicorp to the extent expressly provided in and during continuation of this Agreement.
7. Licensee shall not, either directly or through a third party, reverse engineer, disassemble or decompile any of the Products, except and only to the extent required by mandatory statutory law.
8. The grant of license shall terminate upon expiry of the Evaluation period.
9. Licensee agrees to maintain confidentiality by not disclosing the Products to any third party without the prior written consent of Vicorp. Licensee agrees that its obligation of confidentiality under this paragraph shall survive expiration or termination of this Agreement.
10. Licensee agrees that the Products provided under this Agreement may not fully match commercially available Products from  Vicorp.. Vicorp may provide documentation and/or guidance notes which reflect the operation of the Products as closely as possible, but the Licensee acknowledges its understanding that discrepancies may exist between the Products and supporting documentation or instructions. Vicorp makes no representation or warranty, express or implied, that the operation of the Products will be uninterrupted or error free.
11. Subject to Section 12, Vicorp Group PLC grants access to the Products under this Agreement on an “as is” basis and assumes no warranty or guarantee for the quality thereof or fitness for purpose whatsoever. It is understood that any product documentation provided with freely licensed products carries no warranty for completeness or accuracy and is provided only for guidance.
12  Vicorp hereby disclaims all liability in connexion with the products licensed for evaluation unless subject to UK statute law.  Vicorp warrants that it is the sole owner and owns all rights in the products.
13. This agreement is subject to the laws of England and Wales and to the sole jurisdiction of the English Courts of law.

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