WHEREAS, Licensor has developed and is the keeper of the Football Benchmark Database hereinafter referred to as “Database” as described in this Agreement and WHEREAS, Licensee desires to use the Database within its own organisation
IT IS HEREBY AGREED as follows:
In consideration of the fee payment for accessing the Database for the duration specified in the Agreement, Licensor hereby grants to Licensee an un-limited, non-exclusive, non-transferable, revocable licence to use the Database for internal purposes by the Licensee's approved employees. Licensee shall not have the right to sell, assign, transfer, rent, lease, sublicense, lend, give or make available to others or otherwise transfer or dispose of the Database in its present form or as converted or modified by Licensee or Licensor, or make the Database available in any manner for use by any subsidiary Establishment of Licensee or by any other person, or firm, or customer. Licensee shall not reverse, decompile, disassemble or otherwise reverse engineer the whole or part of the Database nor modify, adapt or translate the Database in any way nor merge the whole or part of the Database with any other Database. Licensee shall not engage in the development or marketing of a product or system commercially competitive with the Database at any time during the Licence Period and for an additional period of forty-eight (48) months.
2. PROPRIETARY RIGHTS AND CONFIDENTIALITY
The Database is a proprietary product of Licensor and is protected by Copyright law and Licensor reserves all rights of ownership and copyright and all other intellectual property rights in any version of the Database in any format or any medium.
Licensee agrees that, during the Licence Period of this Agreement and thereafter, the Database including any versions modified by Licensor for use by Licensee and all other material, information and documentation made available to it by Licensor under this Agreement which is not already in the public domain or already lawfully in Licensee's possession are and shall remain the exclusive property of Licensor and are proprietary. Licensee further agrees, during the Licence Period of this Agreement and thereafter, to maintain in confidence and not to disclose to any person, firm or company and to use its best efforts to prevent and protect the Database and all parts thereof and all such other material, know-how information and documentation from disclosure by its agents or employees to any person, firm or company. Licensee shall use the Database and all information and documentation only for the purpose of this Agreement. Neither the Database nor any parts thereof shall be copied or reproduced by Licensee for any purpose outside the scope of this Agreement, nor shall they be made available for use by Licensee's customers or any other person, firm or company without the prior written consent of Licensor.
For the purposes of marketing the Database, Licensor may disclose that has performed work with the Licensee, identifying it by its name.
3. LICENCE PERIOD
The duration of this Agreement shall be for the Period stated in the Agreement unless sooner terminated in accordance with the provisions of this Agreement.
(a) After delivery of the Database, Licensee may terminate this Agreement at any time upon fifteen (15) days written notice to Licensor. If Licensee decides to terminate, there is to be no refund of any part of the Licence fee payment.
(b) In the event that Licensee makes any use of the Database outside the rights granted hereunder or breaches any of the other agreements contained herein, Licensor shall give written notice to Licensee and if such default has not been remedied within five (5) days after such notice, Licensor may thereafter terminate this Agreement.
(c) Licensor shall have the right to terminate this Agreement forthwith without notice if Licensee becomes insolvent, compounds with its creditors, files a petition in bankruptcy, enters into liquidation, has a receiver appointed or has any distress or execution levied against it.
Legal title to the Database and any modifications or enhancements thereto made by Licensor shall at all times be vested in Licensor and legal title to reproductions, converted versions or duplications of the Database and any other supporting documentation and information delivered to Licensee shall remain vested in Licensor and shall be returned to Licensor upon termination of this Agreement.
6. RESPONSIBILITY AND LIABILITY
6.1(a) Licensee shall not make nor permit to be made any publication involving use and development of the Database without the prior written consent of the Licensor.
6.1(b) Licensee agrees and acknowledges that it retains full control over the use of the Database and any modifications or enhancements thereof, and, accordingly, that Licensee shall be solely responsible for any designs, systems, products or any use made of the Database.
6.1(c) Licensor shall not be liable to the Licensee for any loss or damage whatsoever or howsoever caused arising directly or indirectly in connection with this Licence Agreement, the Database, its use or otherwise, except that which is unlawful to exclude.
6.1(d) Licensor expressly excludes liability for consequential loss or damage which may arise in respect of the Database, its use, the system or in respect of other equipment or property, or for loss of profit, business revenue, loss of contracts, goodwill or anticipated savings.
6.1(e) Licensor accepts no liability for any design, system or use of any product resulting from the use of the Database and makes no warranty as to its completeness or accuracy nor that the Database is free of defects, error-free or is of a satisfactory quality.
6.1(f) In the event that Licensee is not satisfied with the Database during a period of fifteen (15) days from delivery, Licensee shall put any complaint in writing to Licensor. If the Licensor considers such complaint is reasonable the Licensor agrees to rectify or replace the Database or remedy any defect, whichever the Licensor deems to be appropriate. Licensor's decision shall be final and conclusive.
6.1(g) Licensee shall protect, indemnify, save harmless and defend Licensor from and against any and all liabilities, claims, demands, loss, costs, damages or expenses including legal fees, arising from any claim asserted against Licensor that is in any way associated with Licensee's use of the Database.
6.2(a) Licensor gives no further warranty or representation as to the fitness of the Database or any part thereof nor as to its performance. The express warranties given by the Licensor in Clause 6.1 are given to the exclusion of all other warranties and conditions and representations whether express or implied or otherwise.
6.2(b) Licensor reserves the right to check the IP address used to access the Database and ask the Licensee about its origin.
7. WARRANTY OF RIGHT TO LICENCE
(a) Licensor hereby warrants that it has the right to license the Database to Licensee. To the best of the Licensor's knowledge and belief the use of the Database and any other information provided to the Licensee does not infringe any third party copyright or any other intellectual property. Licensor agrees to indemnify and hold Licensee harmless from and against all, claims, damages, costs and expenses (but excluding consequential losses) resulting from or arising out of any breach of warranty set forth in this paragraph PROVIDED THAT in the event any such claim or right is asserted against Licensee, Licensee shall make no admissions without Licensor's prior written consent and shall give Licensor written notice of such fact within ten (10) working days. Licensor shall then have the option, at its discretion, of taking over the defence of any such claim.
(b) If at any time the Licensor becomes aware that the Database and/or such other information provided hereunder or the use thereof infringes or is likely to infringe any third party right, Licensor shall at its discretion and expense modify, replace or withdraw all or part of the Database and/or such other information so as to avoid the infringement and Licensee shall forthwith correspondingly amend or withdraw any authorisation to others to use the Database and/or such other information or any part thereof.
Any notice or other communication given hereunder shall be transmitted by means of email or fax, if to Licensor, to Andrea Sartori, KPMG Tanácsadó Kft, Váci út 31, 1134 Budapest (HU), email: firstname.lastname@example.org and if to Licensee, to the Contact named in the Agreement or to such other address as either party shall have previously designated by notice in writing. Such notice or communication shall be deemed active when signed by both parties, one to be retained by the Licensor and one by the Licensee.
9. ENTIRE AGREEMENT
This Agreement represents the entire Agreement between Licensor and Licensee and shall supersede all representations, agreements, statements and understandings made prior to the date of this Agreement whether oral or in writing other than those representations, agreements, statements and understandings which have been expressly incorporated into this Agreement.
10. MODIFICATION OF CONDITIONS
The terms and conditions of this agreement shall not be modified except in writing, signed by the parties, each by its duly authorised representatives.
Failure to terminate this Agreement following a breach or other failure to comply shall not be deemed to be a waiver of a Party's defences rights or causes of action arising from such or any future breach or non-compliance. Nor shall failure on the part of either Party at the time or from time to time to enforce or to require the strict adherence and performance of any of the terms and conditions affect or impair its right to enforce such terms or conditions in any way.
12. GOVERNING LAW
In respect of matters not regulated by the present Agreement, Hungarian law is binding and authoritative. Both the Licensor and the Licensee agree to irrevocably and unconditionally submit their legal disputes arising out of or in connection with this Agreement to the exclusive competence of an arbitration court set up and operating in accordance with the UNCITRAL arbitration rules. The arbitration panel shall consist of one judge. The place of arbitration shall be Budapest (Hungary) and the language of arbitration shall be the English language.