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    THIS LICENCE is made the
    BETWEEN
    The Licensor:
    CarefulAI, Springboard Technium, Llantarnam Park, Cwmbran, NP44 3AW ; and
    Each a “Party” and together the “Parties”.
    RECITALS

    (A) The Licensor owns and operates a Product and has entered into an Agreement with the Licensee.

    (B)The Licensor has agreed to grant, and the Licensee has agreed to take, a licence of the Product IP on the terms set out in this Licence.

    ​(C) The Licensor is the proprietor of the Intellectual Property Rights (defined below) in the Product (defined below as the “Product IP”). ​
    OPERATIVE PART

    1.  INTERPRETATION

    1.1 The following definitions and rules of interpretation in this clause apply in this Licence.

    “Agreement”: means an agreement entered into between the Licensee and the Licensor in connection with the supply by the Licensee of the Product

    "Business Day": a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.

    "Commencement Date": means the date of this Licence.

    “Confidential Information”: means any and all commercial, financial, technical or other information of a confidential or proprietary nature such as trade secrets, formulae, processes, ideas and inventions, specifications, designs, financial or business information, customer details, market research and pricing strategies relating to or used in the business of any Party in tangible or documented form or communicated orally and subsequently presented in tangible or documented form (and for the avoidance of doubt including but not limited to the Product IP and any Foreground IP).

    “Foreground IP”: means any and all Intellectual Property Rights that arise or are obtained or developed by the Licensor or which otherwise arise, at any time after the Commencement Date relating to or derived from the Product. 

    “CarefulAI”: means CarefulAI at Springboard Technium, Llantarnam Park, Cwmbran, NP44 3AW.

    ​“User Case”:  means the case when the following actions need to be triggered by the model
    “User Case Providers”: means the Licensee.

    "Intellectual Property Rights": means patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

    "Licence ": means this licence including the Schedules.

    “NHS Body(ies)”: means an NHS body as defined under section 196 of the National Health Service Act 2006.
    “Product IP” means (a) any and all Intellectual Property Rights subsisting in the Product prior to the Commencement Date; and (b) any Foreground IP developed during the Term. 

    “System” means a system for used to design, develop, deploy, or maintain the Product pursuant to the terms of the Agreement.

    “Term” means the whole term of this Licence until this Licence expires or is terminated in accordance with its terms.

    1.2 Clause and Schedule headings do not affect the interpretation of this Licence.

    1.3 References to clauses and Schedules are (unless otherwise provided) references to the clauses and Schedules of this Licence.

    1.4 Unless the context otherwise requires, words in the singular shall include the plural and those in the plural include the singular.

    1.5 A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.

    1.6 A reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision.

    1.7 Any words following the terms including the word ‘Model’ or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
    ​
    1.8 A person includes a corporate or unincorporated body (whether or not having separate legal personality).
    2. DURATION
    ​3. GRANT OF LICENCE 

    ​3.2 The Licence granted under clause 3.1 permits the Licensee to:

    3.2.1 electronically reproduce and integrate the Product on Licensee's Systems 

    3.2.2 subject to complying with the consent requirements set out in clause 4.2.5, electronically reproduce and facilitate Users access to the Product 
    4. LICENSEE’S RESPONSIBILITIES
    4.1 The Licensee shall:

    4.1.1 only make use of the Product for the purposes authorised under clause 3.2 of this Licence; and

    4.1.2 notify the Licensor immediately on becoming aware of any unauthorised use of the whole or any part of the Product and/or the Product IP by any third party (including for the avoidance of doubt, any breach of the confidentiality obligations set out in clause 8);

    4.2 The Licensee shall not, nor directly or indirectly assist any other person to:

    4.2.1 do or omit to do anything to diminish the rights of the Licensor in the Product;

    4.2.2 include all or any part of the Product on the System without proper attribution to the Licensor, or without including the Licensor's copyright notice or any other notices the Licensor may require from time to time; 

    4.2.3 make any addition, modification, change or improvement to the Product (including but not limited to: the Products expected inputs and outputs, labelling, wording and phrasing, and designed purpose)

    4.2.4 develop, modify or adapt the Product to create any new product or other document or any derivative works or otherwise exploit the Product or Product IP in any way not expressly permitted in this Licence;

    4.2.5 commercialise, market, advertise, promote or sell the Product and/or the Product IP to Users Case Providers or any third party anywhere in the world without obtaining the Licensor’s prior written consent; or 

    4.2.6 use this Licence or the name of the Licensor for advertising or publicity purposes without obtaining the Licensor’s prior written consent. 

    4.3 The Licensee acknowledges that for the avoidance of doubt:

    4.3.1 the creation of any new version of the System or a maintenance release which adds functionality or otherwise amends or upgrades the System using all of part of the Product otherwise than in accordance with the terms of this Licence is prohibited and shall be deemed a breach by the Licensee of the terms of this Licence;

    4.3.2 all Intellectual Property Rights in the Product IP shall belong to the Licensor and the Licensee shall no rights in or to the Product IP other than the right to use the Product in accordance with the terms of this Licence and the Licensee shall not claim to have any other right or interest (legal or equitable) in the Product or the Product IP.

    4.4 The Licensor may request the removal of, or editorial revisions to, the Product published on the System from time to time. The Licensee agrees to take appropriate remedial action with respect to any such request within 72 hours of receipt of such request
    ​
    4.5 The Licensee acknowledges and agrees that the exercise of the licence granted to it under this Licence is subject to all applicable laws, enactments, regulations and other similar instruments, and it understands and agrees that it shall at all times be solely liable and responsible for such due observance and performance
    5. WARRANTIES AND INDEMNITIES
    5.1 The Parties warrant that they have full power and authority to enter into and perform this Licence. 

    5.2 This Licence sets out the full extent of the Licensor's obligations and liabilities in respect of the supply of the Product.  The Licensor shall not be liable to the Licensee by reason of any representation or the breach of any implied condition, warranty or other term or any duty at common law or under any statute, or under any express term of this Licence, for any loss, damages, costs, expenses or other claim for compensation whatsoever, whether occasioned by the negligence of the Licensor, its employees or agents or otherwise, which arises out of or in connection with this Licence, or which in any way relates to the Product or any other dealing in any of the Product IP by the Licensee.

    5.3 The Licensee hereby agree to indemnify the Licensor in full in respect of all liabilities, costs, damages, losses or expense (including any direct, indirect consequential losses, special damages, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) incurred or suffered by or imposed upon the Licensor, whether arising out of or in connection with:

    5.3.1 the Licensee’s exercise of the rights granted to it under this Licence;

    5.3.2 the Licensee’s breach or negligent performance or non-performance of this Licence, and

    5.3.3 the enforcement of this Licence.

    5.4 The Licensee will effect and maintain in full force and effect during the Term of this Licence and for a period of three (3) years thereafter, a policy of insurance with a reputable insurance company providing cover for a minimum of £10,000,000 (ten million pounds sterling) for professional indemnity insurance, per occurrence to cover the liability, damage, loss or expense outlined in this clause 5. 

    5.5 The Licensee shall at all times upon demand produce to the Licensor proof that the insurance cover required pursuant to this clause 5 is in force and evidence that all premiums have been paid up to date. 
    ​
    5.6 The Licensor’s total liability to the Licensee under or otherwise in connection with this Licence or its subject matter shall not exceed £2,000 (two thousand pounds sterling) in the aggregate. 
    6. INTELLECTUAL PROPERTY RIGHTS
    6.1 The Licensor retains all Intellectual Property Rights in the System, and nothing in this Licence shall be taken to grant any rights to the Licensor in respect of such Intellectual Property Rights in the System.

    6.2 Title to and ownership of all Intellectual Property Rights in the Product IP and Foreground IP shall remain with the Licensor. Except as expressly provided in this Licence, nothing shall be construed to grant to the Licensee of any right, title or interest in or to the Product IP or Foreground IP.

    6.3 The Licensee shall immediately notify the Licensor in writing giving full particulars if any of the following matters come to their attention:
    6.3.1 any actual, suspected or threatened unauthorised disclosure, misappropriation or misuse of the whole or any part of the Product and/or the Product IP by a third party; or

    6.3.2 any claim made or threatened that the Product IP or the use of the Product infringes the rights of any third party; or 

    6.3.3 any other form of attack, charge or claim to which the Product or the Product IP may be subject.

    6.4 In respect of any of the matters listed in clause 6.3:

    6.4.1 the Licensor shall, in its absolute discretion, decide what action to take, if any:

    6.4.2 the Licensor shall have exclusive control over and conduct of all claims and proceedings;

    6.4.3 the Licensee shall not make any admissions other than to the Licensor and provide the Licensor with all assistance that it may reasonably require in the conduct of any claims or proceedings; 

    6.4.4 the Licensee shall immediately on the Licensor’s request enter into any further agreements with the Licensor, in a form satisfactory to the Licensor, necessary for the recording, registration or safeguarding of the Product IP; and 
    ​
    6.4.5 the Licensee shall bear the cost of any proceedings associated with protecting the licensors intellectual property, and the licensor shall be entitled to retain all sums recovered in any action taken to protect the licensors intellectual property. 
    7. TERMINATION
    7.1 Unless terminated earlier in accordance with the following terms of this clause, this Licence shall be for the period set out in clause 2.

    7.2 Without affecting any other right or remedy available to it, the Licensor may terminate this Licence with immediate effect by giving written notice to the Licensee if:

    7.2.1 the Licensee commits a material breach of any other term of this Licence which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of thirty (30) days after being notified in writing to do so; 

    7.2.2 the Licensee becomes insolvent, suspends or ceases, or threatens to suspend or cease carrying out all or a substantial part of its business or enters into an arrangement with its creditors.  

    7.3 On expiry or termination of this Licence for any reason:

    7.3.1 all rights and licences granted pursuant to this Licence shall cease; and

    7.3.2 the Licensee shall cease using the Product in any manner whatsoever and shall promptly certify the erasure of all hard and electronic copies of the Product and the Product IP, including (without limitation) from all of the Licensee computer and communications systems and devices used by them 
    ​
    7.4 Any termination of this Licence (howsoever occasioned) shall not affect any accrued rights or liabilities of any Party nor shall it affect the coming into force or the continuation in force of any provision in this Licence which is expressly or by implication intended to come into or continue in force on or after such termination. 
    8. CONFIDENTIALITY
    8.1 Each Party undertakes that it shall not at any time, and for a period of five years after termination of this Licence, disclose to any person any Confidential Information, except as permitted by clause 8.2.

    8.2 Each Party may disclose another Parties’ Confidential Information:

    8.2.1 to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the Party's rights or carrying out its obligations under or in connection with this Licence. Each Party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other Parties’ confidential information comply with this clause 8; and

    8.2.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority; and

    8.2.3 where the Parties have agreed in writing that such information is not “Confidential Information” or have otherwise agreed that the Confidential Information may be disclosed. 
    ​
    8.3 No Party shall use any other Parties’ Confidential Information for any purpose other than to exercise its rights and perform its obligations under or in connection with this licence. 
    9. FREEDOM OF INFORMATION AND ENVIRONMENTAL INFORMATION REGULATIONS
    9.1 The Licensee acknowledges that the Licensor is subject to the requirements of the Freedom of Information Act 2000 (FOIA) and the Environmental Information Regulations 2004 (EIR) and it shall, provide reasonable assistance to the Licensor in complying with its information disclosure requirements pursuant the FOIA and/or the EIR including to enable the Licensor to respond to a request for information within the time for compliance.

    9.2 If the Licensee receives any request for information under the FOIA and/or the EIR it shall transfer to the Licensor such request as soon as practicable and in any event within two (2) Business Days of receiving it and shall only respond to a request for information through the Licensor.
    ​
    9.3 The Licensor shall be responsible for determining at its absolute discretion whether the information is exempt from disclosure under the FOIA and/or EIR; whether the information is to be disclosed in response to a request for information; and in no event shall the Licensee respond directly to a request for information unless expressly authorised to do so by the Licensor.  The Licensee acknowledges that the Licensor may, acting in accordance with the FOIA, be obliged to disclose information without consulting with the Licensee. 
    10. NOTICES
    10.1 Any notice or other communication given to a Party under or in connection with this Licence shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company), or operational head office if not a company

    10.2 Any notice or communication shall be deemed to have been received:

    10.2.1 if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address; and

    10.2.2 if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service.

    10.3 This clause 10 does not apply to the service of any proceedings or other documents in any legal action.

    10.4 A notice given under this Licence is not valid if sent by email.


    11. ANNOUNCEMENTS

    11.1 No Party shall make, or permit any person to make, any public announcement concerning the existence, subject matter or terms of this Licence, the wider transactions contemplated by it, or the relationship between the Parties, without the prior written consent of the other Party (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.


    12. ASSIGNMENT

    12.1 The Licensee may not assign, transfer, mortgage, charge, sub-licence, delegate, declare a trust over or deal in any other manner with any of their rights or obligations under this Licence without the prior written consent of the Licensor. 

    12.2 The Licensor may assign, transfer, mortgage, charge, declare a trust over or deal in any other manner with its rights under this Licence without consent, provided that it gives advance notice to the Licensee.


    13. ENTIRE AGREEMENT

    13.1 This Licence constitutes the entire agreement between the Parties and supersedes and extinguishes all previous agreements, licences, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

    13.2 The Licensee acknowledges that it shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Licence.

    13.3 The Licensee agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Licence.


    14. THIRD PARTY RIGHTS

    14.1 Unless it expressly states otherwise, this Licence does not give rise to rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Licence. 

    14.2 The rights of the Parties to rescind or vary this Licence are not subject to the consent of any other person.


    15. VARIATION, WAIVER AND RIGHTS AND REMEDIES

    15.1 No variation of this Licence shall be effective unless it is in writing and signed by the Parties (or their authorised representatives).

    15.2 No failure or delay by a Party to exercise any right or remedy provided under this Licence or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

    15.3 Except as expressly provided in this Licence, the rights and remedies provided under this Licence are in addition to, and not exclusive of, any rights or remedies provided by law.  Without prejudice to any other rights and remedies that the Licensor may have, the Licensee acknowledges and agrees that damages alone would not be an adequate remedy for any breach of the terms of this Licence by the Licensee.  Accordingly, the Licensor shall be entitled to the remedies of injunction, specific performance or other equitable relief for any threatened or actual breach of the terms of this Licence. 


    16. SEVERANCE

    16.1 If any provision or part-provision of this Licence is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Licence.

    16.2 If any provision or part-provision of this Licence is deemed deleted under clause 16.1, the Parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.


    17. COUNTERPARTS

    17.1 This Licence may be executed in any number of counterparts, each of which when executed shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement. 


    18. GOVERNING LAW

    18.1 This Licence and any disputes or claims (including non-contractual disputes or claims) arising out of or in connection with its subject matter or formation are governed by and construed in accordance with the law of England.


    19. JURISDICTION

    19.1 The Parties irrevocably agree that the courts of England have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) that arises out of or in connection with this Licence or its subject matter or formation.
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