EXHIBIT 10.17
License Agreement NHD/2/02/2000 Dated 21st February 2000
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BETWEEN
(1) National Homemovers Database Limited of 00 Xxxxxx Xxxxxxxx, Xxxxxxxxx, XX0
0XX,XX ("Licensor")
(2) Aristotle Publishing, Inc. of 000 Xxxx Xxx XX Xxxx XX 00000 XXX
("Licensee")
RECITALS
A. The Licensor data captures the electoral roll for all specified
constituencies of England (including the Isle of Wight), Wales, Scotland
and Northern Ireland in certain formats on magnetic tapes. The Licensor
wishes to supply copies of the magnetic tapes of the electoral roll to the
Licensee on the following terms and conditions.
1. Definitions
In this agreement the following words and phrases shall have the following
meanings unless the context otherwise requires:
"Acceptance Tests" means the tests agreed between the Licensor and the
Licensee by means of which the Licensee shall test the accuracy and
completeness and correct format of the electoral roll delivered to the
Licensee.
"Agreed Format" means the fields of information to be prepared by the
Licensor and reproduced on Magnetic Media in the format set out in Schedule
3 below.
"Charges" means the charges payable by the Licensee to the Licensor as set
out in Schedule 4 below.
"Magnetic Media" means the computer tapes to be produced by the Licensor in
the Agreed Format containing all available registers of parliamentary and
local government electors for England (including the Isle of Wight), Wales,
Scotland and Northern Ireland.
"Permitted Use" means the Licensee Data Services set out in Schedule 1
below.
"Overlays" means additional data sets which may be made available in
addition to the electoral Roll during this agreement and are described in
Schedule 2 below.
2. Term
This agreement shall be for a fixed term beginning on the date of signature
by both parties and ending twelve months after the delivery of the
electoral roll for the third year of this agreement.
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3. Preparation of the Magnetic Media
3.1 As soon as the electoral roll for the first year of this agreement is
available, the Licensor shall data capture the electoral roll
information in the Agreed Format and shall deliver the Magnetic Media
to the Licensee at the Licensee's premises.
3.2 The Licensor shall use all reasonable endeavours to deliver the
electoral roll information to the Licensee by the agreed schedule date
set in Schedule 2.
4. Acceptance Tests
4.1 The Licensee shall have a period of 14 days from the date of delivery
to confirm whether the data supplied is in the Agreed Format. Any
failure of the media or incompleteness shall forthwith be notified to
the Licensor in writing.
4.2 If such failure occurs, the Licensee shall return the relevant
Magnetic Media to the Licensor in order for the Licensor to rectify
any faults or omissions and to re-deliver the Magnetic Media to the
Licensee as quickly as possible.
4.3 Magnetic Media in the Agreed Format or re-delivered, rectified
Magnetic Media shall be submitted to Acceptance Tests by the Licensee
within 14 days of its delivery or re-delivery as the case may be.
5. Charges
5.1 The Licensee shall pay the Licensor's charges as set out in Schedule
4 below in each year of this agreement.
5.2 If the Licensee fails to pay any of the charges by the due date this
license shall automatically terminate and the Licensee hereby agrees
to return forthwith the electoral roll information, the Magnetic Media
and all copies thereof and grants the Licensor reasonable access to
the Licensee's premises during normal business hours to take
possession of the electoral roll information, the Magnetic Media and
all copies thereof.
5.3 All sums set out in this agreement are expressed to be exclusive of
VAT and all other taxes and duties which shall be for the account of
the party liable to pay such sums.
6. License to use the Electoral Roll Information
6.1 Subject to the Licensee's payment of the Licensor's charges in full,
the Licensor hereby grants to the Licensee a license to use the
electoral roll information only for the Permitted Uses as set out in
Schedule 1 below in each year of this agreement.
6.2 In no circumstances may the Licensee sell, lease, sub-license
otherwise deal in or part with possession of the whole of the
electoral roll information.
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7. Relevant Legislation and Security
7.1 Each party warrants to the other that:
7.1.1 it has obtained all necessary registrations under the Data
Protection Act 1984 (or any subsequent enactment thereof) and
shall comply strictly with the requirements of the legislation;
7.1.2 it shall have installed adequate security measures in the light
of the information and services to be provided and shall
maintain such security measures in good working order.
7.2 The Licensee shall only use the electoral roll information for its own
business purposes and shall only supply the electoral roll information
to third parties in accordance with all relevant applicable
legislation and industry codes of practice. In particular, the
Licensee shall abide by:
7.2.1 the British Code of Advertising Practice;
7.2.2 all requirements of the Direct Marketing Services and Standards
Board
7.2.3 the Direct Marketing Association (UK) Limited Code of Practice
8. Confidentiality
8.1 Both parties shall observe strict confidence in relation to all
confidential information of the other and shall not use such
information other than for the purposes of this agreement and shall
disclose such information only on a need-to-know basis. These rights of
confidence shall be without limit in point of time and shall survive
termination of this agreement.
8.2 On termination of this agreement, howsoever caused, each party shall
immediately return to the other any document or the material
incorporating the other's confidential information in its case, custody
or control.
9. Termination
9.1 The Licensor may terminate this agreement on the giving of 30 days'
written notice to the Licensee if, by reason of any change in any
relevant legislation particularly including the Representation of the
People Acts and/or regulations made thereunder rendering this
agreement unlawful or by reason of change of commercial circumstances,
this agreement is no longer in the Licensor's reasonable opinion a
commercially viable arrangement for it.
9.2 Either party may terminate this agreement forthwith by written notice
to the other party if the other party shall be in breach of any of the
terms of this agreement and, in the case of breach capable of remedy,
fails to remedy the breach within 30 days of written notice thereof.
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9.3 Either party may terminate this agreement if the other suffers or
threatens to suffer any form of insolvency administration or if the
other ceases or threatens to cease to carry on business.
9.4 The Licensor may terminate this agreement on 30 days' notice in
writing if there is a change of control of the Licensee to which the
Licensor reasonably objects.
9.5 Termination shall be without prejudice to any antecedent breach or
liability or any continuing obligation.
9.6 On termination of the contract the Licensee shall cease to use the
electoral roll and remove all copies from its systems and
installations.
10. Limitation of Liability and Indemnity
10.1 Except as expressly set out in this agreement, the Licensor shall
have no liability to the Licensee either in contract or in tort for
failure to perform or to perform satisfactorily its obligations under
this agreement.
10.2 The Licensee hereby indemnifies the Licensor and its officers and
employees (on whose behalf the Licensor hereby contracts) against any
third party claim in respect of any losses, damages or costs
including payment made by the Licensor to settle any such claim or
action which results form [sic] the provision of the services or the
information to the Licensee.
10.3 Notwithstanding the prior provisions of this clause, the Licensor
does not limit or exclude liability for death or personal injury.
11. Force Majeure
The Licensor shall not be liable for any failure to perform any of its
obligations under this agreement if such failure arises from circumstances
beyond its reasonable control.
12. Assignment
This license is personal to the Licensee. The Licensee shall not in any
circumstances assign or attempt to assign its rights or obligations under
this agreement in whole or in part, nor may any other company of the same
group take advantage of this license, except with the express prior written
permission of the Licensor.
13. Notices
Notices shall be in writing and shall be sent to the registered office or
chief business office of the other party and may be sent by first-class
mail or facsimile transmission confirmed within twenty four hours by mailed
confirmation of a copy. Correctly addressed notices sent by first-class
mail shall be deemed to have been delivered seventy two hours after posting
or at such later date as the notice would have been delivered
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having regard to postal services available at the relevant date, and
notices sent by facsimile transmission shall be deemed to have been
delivered when transmitted.
14. Entire Agreement
This agreement supersedes all prior agreements and arrangements and
constitutes the entire agreement between the parties. The electoral roll
information is provided by the Licensor only in accordance with this
agreement and no addition or modification shall be of any effect unless
signed by a director or executive officer of both parties, and, in
particular, the Licensee shall ensure that no conflict arises between this
agreement and any matter printed on the Licensee's standard business
documentation.
15. Waiver
Failure by either party to exercise or enforce any rights available to that
party or the giving of any forbearance, delay or indulgence shall not be
construed as a waiver of that party's rights under these terms and
conditions.
16. Severability
Illegally, invalidity or unenforceablility of any provision of this
agreement shall not affect any remaining provisions.
17. Statutory Applicability
Where reference is made in this agreement to any English statutory
provision, code of practice or law this agreement shall be had so as to
include its equivalent in the legal jurisdiction of the Licensee.
18. Governing Law
This agreement shall be governed by English law and the parties hereby
submit to the non-exclusive jurisdiction of the English courts.
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Schedule 1
Permitted Use
The Electoral Roll Database is supplied to the Licensee to be resold under
license for Political Activities Only. Political activities are defined as
political canvassing, promotion of political views, collection of political
views and voting intentions, and raising of funds for politicians, political
parties or political campaigns. Companies can purchase data for Political
Activities, but they can not use the data for promotion of their own products or
services without permission of the Licensor and payment of relevant marketing
royalties.
The Electoral Roll Data must be leased to the Licensee's clients under license
and restricted for Political Activities Only. The Licensee must ensure that
their standard terms & conditions of trading cover standard transactions of this
nature and hold their clients to the terms of this agreement.
Counts generated from Licensee's The Electoral Roll Database can be made
available to the public on the Licensee's Web Page, so that data selections and
data purchases can be made by the Licensee's potential political clients.
The Electoral Roll Data may be distributed directly to clients online.
The Electoral Roll Data must not be directly published on the internet, giving
direct access to the data for single or multiple searches by the public.
The Electoral Roll Database must be held securely on site by the Licensee.
The Licensee must request permission from the Licensor to lease large quantities
of the Electoral Roll Database (in excess of 10,000,000 records) to a single
client in a situation that could put the security and value of the complete
database in jeopardy.
Permission will not be unreasonably withheld in such circumstances by the
Licensor, this procedure is only put in place to ensure security of the database
and keep the Licensor in touch with who has control of large sections of the
Electoral Roll Database. Large purchases of this kind will require a complete
data license agreement. Advice on these agreements are available from the
Licensor.
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Schedule 2
Electoral Roll Data And Overlay Deliveries
Licensor will deliver its current copy of the Electoral Roll (1999) by 28
February 2000.
Licensor will deliver the updated Electoral Roll (2000) with the European
Constituency Field by 1 June 2000.
The Licensee will receive the annual updates of The Electoral Roll after the
Licensor has received the agreed annual deposit of (Pounds)10,000.
Any quarterly data or overlay updates will be provided by Licensor free of
charge.
Phone numbers to be confirmed every 6 months by Licensor, with a commitment to
provide quarterly updates at no additional charge as they become available to
Licensor.
Both parties will provide space and or a banner on their web sites web sites
[sic] to allow the promotion of each other's products. This will allow the
referral of Political Business to the Licensee's site from the licensor's and
the referral of Direct Marketing Business to the Licensor's site from the
Licensee's site.
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Schedule 3
Agreed Format
Data to be provided as SDF Files on CD-ROM in the following format:
Electoral Roll Data
Postcode 7
Forename 25
Initial 5
Surname 25
Sub Building 20
Building Name 40
Building No 7
Xxxxxx 00
Xxxxxxxxx Xxxxxx 40
Locality 40
Dependant Locality 40
Town 20
County 20
European Constituency 60 (Will be available from 1st June 2000)
UK Constituency 40
Xxxx 60
Polling District 30 (Will be available from 1st June 2000)
Polling Number 10
Unique Reference Number 8
Overlays
Unique Reference Number 8
Sex 1
Length of Residency 2
Salutation 20 (These are default salutations Mr Mrs or Ms)
Family Comp 1
Telephone Number 16
Attainer Flag 1
Date of Birth 8
Grid Reference 10
NHS Code 3
Constituency Notes 10
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Schedule 4
Charges
The Fees for Premier Resellers.
Licensee will pay Licensor 50% of total after tax revenue generated from the
licence [sic] of the Data (excluding rebates, refunds and credit card processing
fees). Initial royalties to be drawn against (Pounds)10,000 deposit. The
deposit of the (Pounds)10,000 is a minimum royalty and is not returnable if no
sales are made.
Licensee must supply the Licensor with Quarterly Trading Statements. These
Statements represent trading up to 31st March, 30th June, 30th September and
31st December and should be received by the Licensor within 14 days of these
dates.
Licensee must give details of: - date volume, data price, invoice number & date
in quarterly statements, so that royalty invoices can be generated promptly at
the end of each quarter.
Licensee must declare transactions in the same quarters as they have been
invoiced to their clients.
Licensee must pay quarterly royalties due within 60 days of the end of each
Quarter.
Licensee must pay royalty rates based on rental prices charged to their clients.
Licensee may retain the name of client from quarterly statements if they wish,
where orders are below normal size. Normal size is where an order's total
number of records combined with previous orders from the same client within the
same electoral roll year exceeds 10 million records. We consider the purchase
in excess of 10 million records to be a potential breach of our databases
security.
Licensee needs to make copies of accounts available to representatives of the
Licensor should any quarterly statements be disputed.
Licensee may charge clients any rental rate for the Electoral Roll Data, but we
have minimum royalty rates which are listed below, with our recommended retail
rates.
Up To Min Rec
Records Royalty Rate
10,000 (Pounds)15.00 (Pounds)60.00
50,000 (Pounds)12.00 (Pounds)50.00
100,000 (Pounds)10.00 (Pounds)36.00
250,000 (Pounds) 8.00 (Pounds)30.00
500,000 (Pounds) 5.00 (Pounds)20.00
1,000,000 (Pounds) 4.00 (Pounds)12.00
This table is part of all resellers agreements. All of our Resellers operate on
fair terms. For Political use we are willing to add a reduction of these terms
by 25%
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Resellers may voice concern if they feel that minimum rates are to [sic] low or
to [sic] high and these prices will be continually reviewed.
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Electoral Roll License Agreement NHD/2/02/2000.
Signed for and on behalf of
the Licensor
in the presence of:
/s/ W. A. Somervall
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W. A. Somervall
CEO
Signed for and on behalf of
the Licensor
in the presence of:
/s/ Xxxx Xxxxxxxx
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Xxxx Xxxxxxxx
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