Common use of Licence of Software Clause in Contracts

Licence of Software. 15.1. In consideration of the Fee paid by the Client to the Supplier, receipt of which the Supplier hereby acknowledges, the Supplier grants to the Client a non-exclusive, revocable, worldwide, non transferable licence for the duration of the applicable Order Pack until terminated to use of the Software. 15.2. In relation to scope of use: (a) for the purposes of Clause 15.1, use of the Software: (i) shall be restricted to use of the Software in object code form for the purpose of processing the Client's data for the normal business purposes of the Client (which shall not include allowing the use of the Software by, or for the benefit of, any person other than an employee of the Client); and (ii) means loading the Software into temporary memory or permanent storage on the relevant computer, provided that installation on a network server for distribution to other computers is not "use" if the Software is licensed under this licence for use on each computer to which the Software is distributed; (b) the Client may not use the Software other than as specified in Clause 15.1 and Clause 15.2(a) without the prior written consent of the Supplier, and the Client acknowledges that additional fees may be payable on any change of use approved by the Supplier. 15.3. Except as expressly stated in this Clause 15, the Client has no right (and shall not permit any third party) to copy, adapt, reverse engineer, decompile, disassemble, modify, adapt or make error corrections to the Software in whole or in part except to the extent that any reduction of the Software to human readable form (whether by reverse engineering, decompilation or disassembly) is necessary for the purposes of integrating the operation of the Software with the operation of other software or systems used by the Client, unless the Supplier is prepared to carry out such action at a reasonable commercial fee or has provided the information necessary to achieve such integration within a reasonable period, and the Client shall request the Supplier to carry out such action or to provide such information (and shall meet the Supplier's reasonable costs in providing that information) before undertaking any such reduction. 15.4. The Client may not use any such information provided by the Supplier or obtained by the Client during any such reduction permitted under Clause 15.3 to create any software whose expression is substantially similar to that of the Software nor use such information in any manner which would be restricted by any copyright subsisting in it. 15.5. The Client shall not: (a) sub-licence, assign or novate the benefit or burden of this licence in whole or in part, unless expressly consented to in writing by the Supplier; (b) allow the Software to become the subject of any charge, lien or encumbrance; and (c) deal in any other manner with any or all of its rights and obligations under this Agreement, without the prior written consent of the Supplier. 15.6. The Client shall: (a) ensure that the Software is installed on designated equipment only; (b) keep a complete and accurate record of the Client's copying and disclosure of the Software and its users, and produce such record to the Supplier on request from time to time; (c) notify the Supplier as soon as it becomes aware of any unauthorised use of the Software by any person; (d) pay, for broadening the scope of the licences granted under this licence to cover the unauthorised use, an amount equal to the fees which the Supplier would have levied (in accordance with its normal commercial terms then current) had it licensed any such unauthorised use on the date when such use commenced. 15.7. The Client shall permit the Supplier to inspect and have access to any premises (and to the computer equipment located there) at or on which the Software is being kept or used, and have access to any records kept in connection with this licence, for the purposes of ensuring that the Client is complying with the terms of this licence, provided that the Supplier provides reasonable advance notice to the Client of such inspections, which shall take place at reasonable times.

Licence of Software. 15.1. ‌ 13.1 In consideration of the Fee paid by the Client Customer to the Supplier, receipt of which the Supplier hereby acknowledges, the Supplier grants to the Client Customer a non-exclusive, revocable, worldwide, non non-transferable licence for the duration of the applicable Order Pack Statement of Work until terminated to use of the Software. 15.2. 13.2 In the event that the Customer has purchased a licence to use the Software, the Supplier shall use commercially reasonable endeavors to ensure that the use of such Software shall be maintained and updated to allow the Customer to use the Software in accordance with the applicable Statement of Work. 13.3 In relation to scope of use: (a) for the purposes of Clause 15.113, use of the Software: (i) shall be restricted to use of the Software in object code form for the purpose of processing the ClientCustomer's data for the normal business purposes of the Client Customer (which shall not include allowing the use of the Software by, or for the benefit of, any person other than an employee of the ClientCustomer); and (ii) means loading the Software into temporary memory or permanent storage on the relevant computer, provided that installation on a network server for distribution to other computers is not "use" if the Software is licensed under this licence for use on each computer to which the Software is distributed; (b) the Client Customer may not use the Software other than as specified in Clause 15.1 13 and Clause 15.2(a13.11.1a) without the prior written consent of the Supplier, and the Client Customer acknowledges that additional fees may be payable on any change of use approved by the Supplier. 15.3. 13.4 Except as expressly stated in this Clause 1513, the Client Customer has no right (and shall not permit any third party) to copy, adapt, reverse engineer, decompile, disassemble, modify, adapt or make error corrections to the Software in whole or in part except to the extent that any reduction of the Software to human readable form (whether by reverse engineering, decompilation or disassembly) is necessary for the purposes of integrating the operation of the Software with the operation of other software or systems used by the ClientCustomer, unless the Supplier is prepared to carry out such action at a reasonable commercial fee or has provided the information necessary to achieve such integration within a reasonable period, and the Client Customer shall request the Supplier to carry out such action or to provide such information (and shall meet the Supplier's reasonable costs in providing that information) before undertaking any such reduction. 15.4. 13.5 The Client Customer may not use any such information provided by the Supplier or obtained by the Client Customer during any such reduction permitted under Clause 15.3 13.4 to create any software whose expression is substantially similar to that of the Software nor use such information in any manner which would be restricted by any copyright subsisting in it. 15.5. 13.6 The Client Customer shall not: (a) sub-licencelicense, assign or novate the benefit or burden of this licence in whole or in part, unless expressly consented to in writing by the Supplier; (b) allow the Software to become the subject of any charge, lien or encumbrance; and (c) deal in any other manner with any or all of its rights and obligations under this Agreement, without the prior written consent of the Supplier. 15.6. 13.7 The Client Customer shall: (a) ensure that the Software is installed on designated equipment only; (b) keep a complete and accurate record of the ClientCustomer's copying and disclosure of the Software and its users, and produce such record to the Supplier on request from time to time; (c) notify the Supplier as soon as it becomes aware of any unauthorised use of the Software by any person; (d) pay, for broadening the scope of the licences granted under this licence to cover the unauthorised use, an amount equal to the fees which the Supplier would have levied (in accordance with its normal commercial terms then current) had it licensed any such unauthorised use on the date when such use commenced. 15.7. 13.8 The Client shall Customer shall, as reasonably required, permit the Supplier to inspect and have access to any premises (and to the computer equipment located there) at or on which the Software is being kept or used, and have access to any records kept in connection with this licence, for the purposes of ensuring that the Client Customer is complying with the terms of this licence, provided that the Supplier provides reasonable advance notice to the Client Customer of such inspections, which shall take place at reasonable times.

Licence of Software. 15.1. 3.1 In consideration of the Solution Service Fee paid by the Client to the Supplier, receipt of which the Supplier hereby acknowledges, the Supplier grants to the Client a non-non- exclusive, revocable, worldwide, non non-transferable licence for the duration of the applicable Order Pack until terminated to use of the SoftwareSoftware for the duration set out in the applicable Proposal until terminated. 15.2. 3.2 In relation to scope of use: (a) for the purposes of Clause 15.1clause 3.1, use of the Software: (i) Software shall be restricted to use of the Software in object code form for the purpose of processing the Client's data Data for the normal business purposes of the Client (which shall not include allowing the use of the Software by, or for the benefit of, any person other than an employee of the ClientClient or other user authorised by the Supplier); and (ii) means loading the Software into temporary memory or permanent storage on the relevant computer, provided that installation on a network server for distribution to other computers is not "use" if the Software is licensed under this licence for use on each computer to which the Software is distributed; (b) the Client may not use the Software other than as specified in Clause 15.1 and Clause 15.2(a) the Contract without the prior written consent of the Supplier, and the Client acknowledges that additional fees may be payable on any change of use approved by the Supplier.; and 15.3. Except (c) except as expressly stated in this Clause 15clause 3, the Client has no right (and shall not permit any third party) to copy, adapt, reverse engineer, decompile, disassemble, modify, adapt or make error corrections to the Software in whole or in part except to the extent that any reduction of the Software to human readable form (whether by reverse engineering, decompilation or disassembly) is necessary for the purposes of integrating the operation of the Software with the operation of other software or systems used by the Client, unless the Supplier is prepared to carry out such action at a reasonable commercial fee or has provided the information necessary to achieve such integration within a reasonable period, and the Client shall request the Supplier to carry out such action or to provide such information (and shall meet the Supplier's reasonable costs in providing that information) before undertaking any such reduction. 15.4. 3.3 The Client may not use any such information provided by the Supplier or obtained by the Client during any such reduction permitted under Clause 15.3 clause 3.2(c) to create any software whose expression is substantially similar to that of the Software nor use such information in any manner which would be restricted by any copyright subsisting in it. 15.5. 3.4 The Client shall not: (a) sub-licence, assign or novate the benefit or burden of this licence in whole or in part, unless expressly consented to in writing by the Supplier; (b) allow the Software to become the subject of any charge, lien or encumbrance; and (c) deal in any other manner with any or all of its rights and obligations under this Agreementthe Contract, without the prior written consent of the Supplier. 15.6. 3.5 The Client shall: (a) ensure that the number of persons using the Software is installed on designated equipment onlydoes not exceed the maximum number agreed with the Supplier in writing; (b) keep a complete and accurate record of the Client's copying and disclosure of the Software and its users, and produce such record to the Supplier on request from time to time; (c) notify the Supplier as soon as it becomes aware of any unauthorised use of the Software by any person;; and (d) pay, for broadening the scope of the licences granted under this licence to cover the unauthorised use, an amount equal to the fees which the Supplier would have levied (in accordance with its normal commercial terms then current) had it licensed any such unauthorised use on the date when such use commencedcommenced together with interest at the rate provided for in clause 9.10, from such date to the date of payment. 15.7. 3.6 The Client shall permit the Supplier to inspect and have access to any premises (and to the computer equipment located there) at or on which the Software is being kept or used, and have access to any records kept in connection with this licence, for the purposes of ensuring that the Client is complying with the terms of this licence, provided that the Supplier provides reasonable advance notice to the Client of such inspections, which shall take place at reasonable timestimes during a Business Day. 3.7 The Client warrants that it shall not compete with the Software during the term of the Contract and for a period of six (6) years thereafter. 3.8 The Supplier will provide the Client with all Maintenance Releases generally made available to its customers. The Client shall install all Maintenance Releases as soon as reasonably practicable after receipt.

Licence of Software. 15.114.1. In consideration of the Fee paid by the Client to the Supplier, receipt of which the Supplier hereby acknowledges, the Supplier grants to the Client a non-exclusive, revocable, worldwide, non transferable licence for the duration of the applicable Order Pack Statement of Work until terminated to use of the Software. 15.214.2. In relation to scope of use: (a) for the purposes of Clause 15.114.1, use of the Software: (i) shall be restricted to use of the Software in object code form for the purpose of processing the Client's data for the normal business purposes of the Client (which shall not include allowing the use of the Software by, or for the benefit of, any person other than an employee of the Client); and (ii) means loading the Software into temporary memory or permanent storage on the relevant computer, provided that installation on a network server for distribution to other computers is not "use" if the Software is licensed under this licence for use on each computer to which the Software is distributed; (b) the Client may not use the Software other than as specified in Clause 15.1 14.1 and Clause 15.2(a14.2(a) without the prior written consent of the Supplier, and the Client acknowledges that additional fees may be payable on any change of use approved by the Supplier. 15.314.3. Except as expressly stated in this Clause 1514, the Client has no right (and shall not permit any third party) to copy, adapt, reverse engineer, decompile, disassemble, modify, adapt or make error corrections to the Software in whole or in part except to the extent that any reduction of the Software to human readable form (whether by reverse engineering, decompilation or disassembly) is necessary for the purposes of integrating the operation of the Software with the operation of other software or systems used by the Client, unless the Supplier is prepared to carry out such action at a reasonable commercial fee or has provided the information necessary to achieve such integration within a reasonable period, and the Client shall request the Supplier to carry out such action or to provide such information (and shall meet the Supplier's reasonable costs in providing that information) before undertaking any such reduction. 15.414.4. The Client may not use any such information provided by the Supplier or obtained by the Client during any such reduction permitted under Clause 15.3 14.3 to create any software whose expression is substantially similar to that of the Software nor use such information in any manner which would be restricted by any copyright subsisting in it. 15.514.5. The Client shall not: (a) sub-licence, assign or novate the benefit or burden of this licence in whole or in part, unless expressly consented to in writing by the Supplier; (b) allow the Software to become the subject of any charge, lien or encumbrance; and (c) deal in any other manner with any or all of its rights and obligations under this Agreement, without the prior written consent of the Supplier. 15.614.6. The Client shall: (a) ensure that the Software is installed on designated equipment only; (b) keep a complete and accurate record of the Client's copying and disclosure of the Software and its users, and produce such record to the Supplier on request from time to time; (c) notify the Supplier as soon as it becomes aware of any unauthorised use of the Software by any person; (d) pay, for broadening the scope of the licences granted under this licence to cover the unauthorised use, an amount equal to the fees which the Supplier would have levied (in accordance with its normal commercial terms then current) had it licensed any such unauthorised use on the date when such use commenced. 15.714.7. The Client shall permit the Supplier to inspect and have access to any premises (and to the computer equipment located there) at or on which the Software is being kept or used, and have access to any records kept in connection with this licence, for the purposes of ensuring that the Client is complying with the terms of this licence, provided that the Supplier provides reasonable advance notice to the Client of such inspections, which shall take place at reasonable times.

Licence of Software. 15.1. 11.1 In consideration of the Fee paid by the Client to the Supplier, receipt of which the Supplier hereby acknowledges, the Supplier grants to the Client a non-exclusive, revocable, worldwide, non transferable licence for the duration of the applicable Order Pack Statement of Work until terminated to use of the Software. 15.2. 11.2 In relation to scope of use: (a) for the purposes of Clause 15.111.1, use of the Software: (i) shall be restricted to use of the Software in object code form for the purpose of processing the Client's data for the normal business purposes of the Client (which shall not include allowing the use of the Software by, or for the benefit of, any person other than an employee of the Client); and (ii) means loading the Software into temporary memory or permanent storage on the relevant computer, provided that installation on a network server for distribution to other computers is not "use" if the Software is licensed under this licence for use on each computer to which the Software is distributed; (b) the Client may not use the Software other than as specified in Clause 15.1 11.1 and Clause 15.2(a1.12(a) without the prior written consent of the Supplier, and the Client acknowledges that additional fees may be payable on any change of use approved by the Supplier. 15.3. 11.3 Except as expressly stated in this Clause 1511, the Client has no right (and shall not permit any third party) to copy, adapt, reverse engineer, decompile, disassemble, modify, adapt or make error corrections to the Software in whole or in part except to the extent that any reduction of the Software to human readable form (whether by reverse engineering, decompilation or disassembly) is necessary for the purposes of integrating the operation of the Software with the operation of other software or systems used by the Client, unless the Supplier is prepared to carry out such action at a reasonable commercial fee or has provided the information necessary to achieve such integration within a reasonable period, and the Client shall request the Supplier to carry out such action or to provide such information (and shall meet the Supplier's reasonable costs in providing that information) before undertaking any such reduction. 15.4. 11.4 The Client may not use any such information provided by the Supplier or obtained by the Client during any such reduction permitted under Clause 15.3 11.3 to create any software whose expression is substantially similar to that of the Software nor use such information in any manner which would be restricted by any copyright subsisting in it. 15.5. 11.5 The Client shall not: (a) sub-licence, assign or novate the benefit or burden of this licence in whole or in part, unless expressly consented to in writing by the Supplier; (b) allow the Software to become the subject of any charge, lien or encumbrance; and (c) deal in any other manner with any or all of its rights and obligations under this Agreement, without the prior written consent of the Supplier. 15.6. 11.6 The Client shall: (a) ensure that the Software is installed on designated equipment only; (b) keep a complete and accurate record of the Client's copying and disclosure of the Software and its users, and produce such record to the Supplier on request from time to time; (c) notify the Supplier as soon as it becomes aware of any unauthorised use of the Software by any person; (d) pay, for broadening the scope of the licences granted under this licence to cover the unauthorised use, an amount equal to the fees which the Supplier would have levied (in accordance with its normal commercial terms then current) had it licensed any such unauthorised use on the date when such use commenced. 15.7. 11.7 The Client shall permit the Supplier to inspect and have access to any premises (and to the computer equipment located there) at or on which the Software is being kept or used, and have access to any records kept in connection with this licence, for the purposes of ensuring that the Client is complying with the terms of this licence, provided that the Supplier provides reasonable advance notice to the Client of such inspections, which shall take place at reasonable times.

Licence of Software. 15.1. 11.1 In consideration of the Fee paid by the Client to the Supplier, receipt of which the Supplier hereby acknowledges, the Supplier grants to the Client a non-exclusive, revocable, worldwide, non transferable licence for the duration of the applicable Order Pack Statement of Work until terminated to use of the Software. 15.2. 11.2 In relation to scope of use: (a) for the purposes of Clause 15.111.1, use of the Software: (i) shall be restricted to use of the Software in object code form for the purpose of processing the Client's ’s data for the normal business purposes of the Client (which shall not include allowing the use of the Software by, or for the benefit of, any person other than an employee of the Client); and (ii) means loading the Software into temporary memory or permanent storage on the relevant computer, provided that installation on a network server for distribution to other computers is not "“use" ” if the Software is licensed under this licence for use on each computer to which the Software is distributed; (b) the Client may not use the Software other than as specified in Clause 15.1 11.1 and Clause 15.2(a11.2(a) without the prior written consent of the Supplier, and the Client acknowledges that additional fees may be payable on any change of use approved by the Supplier. 15.3. 11.3 Except as expressly stated in this Clause 1511, the Client has no right (and shall not permit any third party) to copy, adapt, reverse engineer, decompile, disassemble, modify, adapt or make error corrections to the Software in whole or in part except to the extent that any reduction of the Software to human readable form (whether by reverse engineering, decompilation or disassembly) is necessary for the purposes of integrating the operation of the Software with the operation of other software or systems used by the Client, unless the Supplier is prepared to carry out such action at a reasonable commercial fee or has provided the information necessary to achieve such integration within a reasonable period, and the Client shall request the Supplier to carry out such action or to provide such information (and shall meet the Supplier's ’s reasonable costs in providing that information) before undertaking any such reduction. 15.4. 11.4 The Client may not use any such information provided by the Supplier or obtained by the Client during any such reduction permitted under Clause 15.3 11.3 to create any software whose expression is substantially similar to that of the Software nor use such information in any manner which would be restricted by any copyright subsisting in it. 15.5. 11.5 The Client shall not: (a) sub-licence, assign or novate the benefit or burden of this licence in whole or in part, unless expressly consented to in writing by the Supplier; (b) allow the Software to become the subject of any charge, lien or encumbrance; and (c) deal in any other manner with any or all of its rights and obligations under this Agreement, without the prior written consent of the Supplier. 15.6. 11.6 The Client shall: (a) ensure that the Software is installed on designated equipment only; (b) keep a complete and accurate record of the Client's ’s copying and disclosure of the Software and its users, and produce such record to the Supplier on request from time to time; (c) notify the Supplier as soon as it becomes aware of any unauthorised use of the Software by any person; (d) pay, for broadening the scope of the licences granted under this licence to cover the unauthorised use, an amount equal to the fees which the Supplier would have levied (in accordance with its normal commercial terms then current) had it licensed any such unauthorised use on the date when such use commenced. 15.7. 11.7 The Client shall permit the Supplier to inspect and have access to any premises (and to the computer equipment located there) at or on which the Software is being kept or used, and have access to any records kept in connection with this licence, for the purposes of ensuring that the Client is complying with the terms of this licence, provided that the Supplier provides reasonable advance notice to the Client of such inspections, which shall take place at reasonable times. 11.8 Notwithstanding clause 23.4: (a) any aspect of the Software may be updated at any time, provided that the core functionality of the Software will not be varied in a way that materially affects the Client’s use of the Software; and (b) the Supplier may discontinue the Software at any time, on prior written notice to the Client. The Supplier shall use its reasonable endeavours to procure a materially equivalent Third Party Service. In the event the Supplier exercises its right under this clause 11.8(b), (i) any such Third Party Service shall be subject to the Client’s written agreement (not to be unreasonably withheld or delayed), following which, such Third Party Service shall be governed by this Agreement and any applicable Licence Agreement and/or Third Party Terms, the Supplier reserves the right to increase the Fees to reflect any increase resulting from the Client’s use of such Third Party Service; and (ii) where the Supplier is unable to procure a materially equivalent Third Party Service, or, the Client, acting in good faith, does not agree to any such Third Party Service, the provision of the discontinued Software shall be terminated under the applicable Statement of Work and all other Services under that Statement of Work shall continue in full effect.

Licence of Software. 15.1. In ‌ 12.1 Where stated as being applicable in the relevant Statement of Work, in consideration of the Fee paid by the Client to the Supplier, receipt of which the Supplier hereby hereby‌ Version: 2.0 Issues Date: 01/12/2022 Page 25 of 36 Classification: Public acknowledges, the Supplier grants to the Client a non-exclusiveexclusive licence, revocable, worldwide, non non-transferable licence for the duration of the applicable Order Pack until terminated Term to use of the Software. 15.2. 12.2 In relation to scope of use: (a) for the purposes of Clause 15.1, use of the Software: (ia) shall be restricted to use of the Software in object code form for the purpose of processing the Client's ’s data for the normal business purposes of the Client (which shall not include allowing the use of the Software by, or for the benefit of, any person other than an employee of the Client); andand‌ (iib) means loading the Software into temporary memory or permanent storage on the relevant computer, provided that installation on a network server for distribution to other computers is not "use" if the Software is licensed under this licence for use on each computer to which the Software is distributed;. (b) the 12.3 The Client may not use the Software other than as specified in Clause 15.1 12.1 and Clause 15.2(a12.2(a) without the prior written consent of the Supplier, and the Client acknowledges that additional fees may be payable on any change of use approved by the Supplier. 15.3. 12.4 Except as expressly stated in this Clause 1512, the Client has no right (and shall not permit any third party) to copy, adapt, reverse engineer, decompile, disassemble, modify, adapt or make error corrections to the Software in whole or in part except to the extent that any reduction of the Software to human readable form (whether by reverse engineering, decompilation or disassembly) is necessary for the purposes of integrating the operation of the Software with the operation of other software or systems used by the Client, unless the Supplier is prepared to carry out such action at a reasonable commercial fee or has provided the information necessary to achieve such integration within a reasonable period, and the Client shall request the Supplier to carry out such action or to provide such information (and shall meet the Supplier's reasonable costs in providing that information) before undertaking any such reduction. 15.4. The Client may not use any such information provided by the Supplier or obtained by the Client during any such reduction permitted under Clause 15.3 to create any software whose expression is substantially similar to that of the Software nor use such information in any manner which would be restricted by any copyright subsisting in it. 15.5. The Client shall not: (a) sub-licence, assign or novate the benefit or burden of this licence in whole or in part, unless expressly consented to in writing by the Supplier; (b) allow the Software to become the subject of any charge, lien or encumbrance; and (c) deal in any other manner with any or all of its rights and obligations under this Agreement, without the prior written consent of the Supplier. 15.6. The Client shall: (a) ensure that the Software is installed on designated equipment only; (b) keep a complete and accurate record of the Client's copying and disclosure of the Software and its users, and produce such record to the Supplier on request from time to time; (c) notify the Supplier as soon as it becomes aware of any unauthorised use of the Software by any person; (d) pay, for broadening the scope of the licences granted under this licence to cover the unauthorised use, an amount equal to the fees which the Supplier would have levied (in accordance with its normal commercial terms then current) had it licensed any such unauthorised use on the date when such use commenced. 15.7. The Client shall permit the Supplier to inspect and have access to any premises (and to the computer equipment located there) at or on which the Software is being kept or used, and have access to any records kept in connection with this licence, for the purposes of ensuring that the Client is complying with the terms of this licence, provided that the Supplier provides reasonable advance notice to the Client of such inspections, which shall take place at reasonable times.

Licence of Software. 15.1. ‌ 13.1 In consideration of the Fee paid by the Client Customer to the Supplier, receipt of which the Supplier hereby acknowledges, the Supplier grants to the Client Customer a non-exclusive, revocable, worldwide, non non-transferable licence for the duration of the applicable Order Pack Statement of Work until terminated to use of the Software. 15.2. 13.2 In the event that the Customer has purchased a licence to use the Software, the Supplier shall use commercially reasonable endeavours to ensure that the use of such Software shall be maintained and updated to allow the Customer to use the Software in accordance with the applicable Statement of Work. 13.3 In relation to scope of use: (a) for the purposes of Clause 15.113, use of the Software: (ia) shall be restricted to use of the Software in object code form for the purpose of processing the ClientCustomer's data for the normal business purposes of the Client Customer (which shall not include allowing the use of the Software by, or for the benefit of, any person other than an employee of the ClientCustomer); and (iib) means loading the Software into temporary memory or permanent storage on the relevant computer, provided that installation on a network server for distribution to other computers is not "use" if the Software is licensed under this licence for use on each computer to which the Software is distributed; (b) the Client Customer may not use the Software other than as specified in Clause 15.1 13 and Clause 15.2(a13.3(a) without the prior written consent of the Supplier, and the Client Customer acknowledges that additional fees may be payable on any change of use approved by the Supplier. 15.3. 13.4 Except as expressly stated in this Clause 1513, the Client Customer has no right (and shall not permit any third party) to copy, adapt, reverse engineer, decompile, disassemble, modify, adapt or make error corrections to the Software in whole or in part except to the extent that any reduction of the Software to human readable form (whether by reverse engineering, decompilation or disassembly) is necessary for the purposes of integrating the operation of the Software with the operation of other software or systems used by the ClientCustomer, unless the Supplier is prepared to carry out such action at a reasonable commercial fee or has provided the information necessary to achieve such integration within a reasonable period, and the Client Customer shall request the Supplier to carry out such action or to provide such information (and shall meet the Supplier's reasonable costs in providing that information) before undertaking any such reduction. 15.4. 13.5 The Client Customer may not use any such information provided by the Supplier or obtained by the Client Customer during any such reduction permitted under Clause 15.3 13.4 to create any software whose expression is substantially similar to that of the Software nor use such information in any manner which would be restricted by any copyright subsisting in it. 15.5. 13.6 The Client Customer shall not: (a) sub-licencelicense, assign or novate the benefit or burden of this licence in whole or in part, unless expressly consented to in writing by the Supplier; (b) allow the Software to become the subject of any charge, lien or encumbrance; and (c) deal in any other manner with any or all of its rights and obligations under this Agreement, without the prior written consent of the Supplier. 15.6. 13.7 The Client Customer shall: (a) ensure that the Software is installed on designated equipment only; (b) keep a complete and accurate record of the ClientCustomer's copying and disclosure of the Software and its users, and produce such record to the Supplier on request from time to time; (c) notify the Supplier as soon as it becomes aware of any unauthorised use of the Software by any person; (d) pay, for broadening the scope of the licences granted under this licence to cover the unauthorised use, an amount equal to the fees which the Supplier would have levied (in accordance with its normal commercial terms then current) had it licensed any such unauthorised use on the date when such use commenced. 15.7. 13.8 The Client Customer shall permit the Supplier to inspect and have access to any premises (and to the computer equipment located there) at or on which the Software is being kept or used, and have access to any records kept in connection with this licence, for the purposes of ensuring that the Client Customer is complying with the terms of this licence, provided that the Supplier provides reasonable advance notice to the Client Customer of such inspections, which shall take place at reasonable times.

Licence of Software. 15.1. 12.1 In consideration of the Fee paid by the Client Customer to the SupplierCore, receipt of which the Supplier Core hereby acknowledges, the Supplier Core grants to the Client Customer a non-exclusive, revocable, worldwide, non non- transferable licence for the duration of the applicable Order Pack this Agreement until terminated to use of the Software. 15.2. 12.2 In relation to scope of use: (a) for the purposes of Clause 15.112.1, use of the Software: (i) Software shall be restricted to use of the Software in object code form for the purpose of processing the ClientCustomer's data for the normal business purposes of the Client Customer (which shall not include allowing the use of the Software by, or for the benefit of, any person other than an employee of the ClientCustomer); and. (iib) For the purposes of Clause 12.1, "use of the Software" means loading the Software into temporary memory or permanent storage on the relevant computer, provided that installation on a network server for distribution to other computers is not "use" if the Software is licensed under this licence for use on each computer to which the Software is distributed;. (bc) the Client Customer may not use the Software other than as specified in Clause 15.1 12.1 and Clause 15.2(a12.2(a) without the prior written consent of the SupplierCore, and the Client Customer acknowledges that additional fees may be payable on any change of use approved by the SupplierCore. 15.3. Except (d) except as expressly stated in this Clause 1512, the Client Customer has no right (and shall not permit any third party) to copy, adapt, reverse engineer, decompile, disassemble, modify, adapt or make error corrections to the Software in whole or in part except to the extent that any reduction of the Software to human readable form (whether by reverse engineering, decompilation or disassembly) is necessary for the purposes of integrating the operation of the Software with the operation of other software or systems used by the ClientCustomer, unless the Supplier Core is prepared to carry out such action at a reasonable commercial fee or has provided the information necessary to achieve such integration within a reasonable period, and the Client Customer shall request the Supplier Core to carry out such action or to provide such information (and shall meet the SupplierCore's reasonable costs in providing that information) before undertaking any such reduction. 15.4. 12.3 The Client Customer may not use any such information provided by the Supplier Core or obtained by the Client Customer during any such reduction permitted under Clause 15.3 12.2(d) to create any software whose expression is substantially similar to that of the Software nor use such information in any manner which would be restricted by any copyright subsisting in it. 15.5. 12.4 The Client Customer shall not: (a) sub-licencelicense, assign or novate the benefit or burden of this licence in whole or in part, unless expressly consented to in writing by the SupplierCore; (b) allow the Software to become the subject of any charge, lien or encumbrance; and (c) deal in any other manner with any or all of its rights and obligations under this Agreement, without the prior written consent of the SupplierCore. 15.6. 12.5 The Client Customer shall: (a) ensure that the Software is installed on designated equipment only; (b) keep a complete and accurate record of the ClientCustomer's copying and disclosure of the Software and its users, and produce such record to the Supplier Core on request from time to time; (c) notify the Supplier Core as soon as it becomes aware of any unauthorised unauthorized use of the Software by any person; (d) pay, for broadening the scope of the licences granted under this licence to cover the unauthorised unauthorized use, an amount equal to the fees which the Supplier Core would have levied (in accordance with its normal commercial terms then current) had it licensed any such unauthorised use on the date when such use commenced. 15.7. 12.6 The Client Customer shall permit the Supplier Core to inspect and have access to any premises (and to the computer equipment located there) at or on which the Software is being kept or used, and have access to any records kept in connection with this licence, for the purposes of ensuring that the Client Customer is complying with the terms of this licence, provided that the Supplier Core provides reasonable advance notice to the Client Customer of such inspections, which shall take place at reasonable times. 12.7 The Customer warrants that it shall not compete with the Software product during the term of this Agreement and for a period of 6 years thereafter.

Licence of Software. 15.1. 11.1 In consideration of the Fee paid by the Client Customer to the Supplier, receipt of which the Supplier hereby acknowledges, the Supplier grants to the Client Customer a non-exclusive, revocable, worldwide, non transferable licence for the duration of the applicable Order Pack Statement of Work until terminated to use of the Software. 15.2. 11.2 In relation to scope of use: (a) for the purposes of Clause 15.111.1, use of the Software: (i) shall be restricted to use of the Software in object code form for the purpose of processing the ClientCustomer's data for the normal business purposes of the Client Customer (which shall not include allowing the use of the Software by, or for the benefit of, any person other than an employee of the ClientCustomer); and (ii) means loading the Software into temporary memory or permanent storage on the relevant computer, provided that installation on a network server for distribution to other computers is not "use" if the Software is licensed under this licence for use on each computer to which the Software is distributed; (b) the Client Customer may not use the Software other than as specified in Clause 15.1 11.1 and Clause 15.2(a11.2(a) without the prior written consent of the Supplier, and the Client Customer acknowledges that additional fees may be payable on any change of use approved by the Supplier. 15.3. 11.3 Except as expressly stated in this Clause 1511, the Client Customer has no right (and shall not permit any third party) to copy, adapt, reverse engineer, decompile, disassemble, modify, adapt or make error corrections to the Software in whole or in part except to the extent that any reduction of the Software to human readable form (whether by reverse engineering, decompilation or disassembly) is necessary for the purposes of integrating the operation of the Software with the operation of other software or systems used by the ClientCustomer, unless the Supplier is prepared to carry out such action at a reasonable commercial fee or has provided the information necessary to achieve such integration within a reasonable period, and the Client Customer shall request the Supplier to carry out such action or to provide such information (and shall meet the Supplier's reasonable costs in providing that information) before undertaking any such reduction. 15.4. 11.4 The Client Customer may not use any such information provided by the Supplier or obtained by the Client Customer during any such reduction permitted under Clause 15.3 11.3 to create any software whose expression is substantially similar to that of the Software nor use such information in any manner which would be restricted by any copyright subsisting in it. 15.5. 11.5 The Client Customer shall not: (a) sub-licence, assign or novate the benefit or burden of this licence in whole or in part, unless expressly consented to in writing by the Supplier; (b) allow the Software to become the subject of any charge, lien or encumbrance; and (c) deal in any other manner with any or all of its rights and obligations under this Agreement, without the prior written consent of the Supplier. 15.6. 11.6 The Client Customer shall: (a) ensure that the Software is installed on designated equipment only; (b) keep a complete and accurate record of the ClientCustomer's copying and disclosure of the Software and its users, and produce such record to the Supplier on request from time to time; (c) notify the Supplier as soon as it becomes aware of any unauthorised use of the Software by any person; (d) pay, for broadening the scope of the licences granted under this licence to cover the unauthorised use, an amount equal to the fees which the Supplier would have levied (in accordance with its normal commercial terms then current) had it licensed any such unauthorised use on the date when such use commenced. 15.7. 11.7 The Client Customer shall permit the Supplier to inspect and have access to any premises (and to the computer equipment located there) at or on which the Software is being kept or used, and have access to any records kept in connection with this licence, for the purposes of ensuring that the Client Customer is complying with the terms of this licence, provided that the Supplier provides reasonable advance notice to the Client Customer of such inspections, which shall take place at reasonable times.

Licence of Software. 15.1. ‌ 12.1 In consideration of the Fee paid by the Client to the Supplier, receipt of which the Supplier hereby acknowledges, the Supplier grants to the Client a non-exclusive, revocable, worldwide, non non-transferable licence for the duration of the applicable Order Pack this Agreement until terminated to use of the Software.Software.‌ 15.2. 12.2 In relation to scope of use: (a) for the purposes of Clause 15.1clause 12.1, use of the Software: (i) Software shall be restricted to use of the Software in object code form for the purpose of processing the Client's data for the normal business purposes of the Client (which shall not include allowing the use of the Software by, or for the benefit of, any person other than an employee of the Client); andClient).‌ (iib) For the purposes of clause 12.1, "use of the Software" means loading the Software into temporary memory or permanent storage on the relevant computer, provided that installation on a network server for distribution to other computers is not "use" if the Software is licensed under this licence for use on each computer to which the Software is distributed;. (bc) the Client may not use the Software other than as specified in Clause 15.1 clause 12.1 and Clause 15.2(aclause 12.2 (a) without the prior written consent of the Supplier, and the Client acknowledges that additional fees may be payable on any change of use approved by the Supplier. 15.3. Except (d) except as expressly stated in this Clause 15clause 12, the Client has no right (and shall not permit any third party) to copy, adapt, reverse engineer, decompile, disassemble, modify, adapt or make error corrections to the Software in whole or in part except to the extent that any reduction of the Software to human readable form (whether by reverse engineering, decompilation or disassembly) is necessary for the purposes of integrating the operation of the Software with the operation of other software or systems used by the Client, unless the Supplier is prepared to carry out such action at a reasonable commercial fee or has provided the information necessary to achieve such integration within a reasonable period, and the Client shall request the Supplier to carry out such action or to provide such information (and shall meet the Supplier's reasonable costs in providing that information) before undertaking any such reduction.reduction.‌ 15.4. 12.3 The Client may not use any such information provided by the Supplier or obtained by the Client during any such reduction permitted under Clause 15.3 clause 12.2(d) to create any software whose expression is substantially similar to that of the Software nor use such information in any manner which would be restricted by any copyright subsisting in it. 15.5. 12.4 The Client shall not: (a) sub-licencelicense, assign or novate the benefit or burden of this licence in whole or in part, unless expressly consented to in writing by the Supplier; (b) allow the Software to become the subject of any charge, lien or encumbrance; and (c) deal in any other manner with any or all of its rights and obligations under this Agreement, without the prior written consent of the Supplier. 15.6. 12.5 The Client shall: (a) ensure that the Software is installed on designated equipment only; (b) keep a complete and accurate record of the Client's copying and disclosure of the Software and its users, and produce such record to the Supplier on request from time to time; (c) notify the Supplier as soon as it becomes aware of any unauthorised unauthorized use of the Software by any person; (d) pay, for broadening the scope of the licences granted under this licence to cover the unauthorised unauthorized use, an amount equal to the fees which the Supplier would have levied (in accordance with its normal commercial terms then current) had it licensed any such unauthorised use on the date when such use commenced. 15.7. 12.6 The Client shall permit the Supplier to inspect and have access to any premises (and to the computer equipment located there) at or on which the Software is being kept or used, and have access to any records kept in connection with this licence, for the purposes of ensuring that the Client is complying with the terms of this licence, provided that the Supplier provides reasonable advance notice to the Client of such inspections, which shall take place at reasonable times. 12.7 The Client warrants that it shall not compete with the Software product during the term of this Agreement and for a period of 6 years thereafter. 12.8 The Supplier shall procure any Third-Party Software required by the Client for the provision of the Services. The Supplier expressly excludes any warranty to the Client that the Third-Party Software supplied or licensed under this Agreement will operate substantially in accordance with, and perform, the material functions and features as set out in the its marketing, sales or other associated documentations. The Client shall remain liable for any and all payments owed to the Supplier throughout this Agreement and until the end of the respective licence terms and shall adhere to any End User Licence Agreements sent by such third party in relation to the Third-Party Software.