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LICENSE AGREEMENT between Company Name: Tendering for Contracts Training Address: 23 Elmbridge Road, Cranleigh, Surrey GU6 8NH, United Kingdom___________________________________ (in the following also called "Licensor"); and Company Name: Address: ___________________________________ (in the following also called "Licensee") This License Agreement relates to the resale of the Tendering for Contracts Training Programme developed and produced by Tendering for Contracts Training.

1. PRODUCT DETAILS The Tendering for Contracts Training © Programme materials - (is the subject matter relating to this License Agreement) - and includes the core tendering for public sector contracts training programme. The programme material is further supported by a wide range of business planning, business development, finance, business management and business planning support tools that are the copyright property of third parties. This License Agreement refers exclusively to material developed by Tendering for Contracts Training and does not extend itself to other included materials that may be referred to. WHEREAS Licensor offers the training programme known as "Tendering for Contracts Training ©"; and WHEREAS Licensee desires to resell the said Tendering for Contracts Training Programme by supplying the said Programme through its delivery channel to paying clients. In consideration of the mutual promises herein and other good and valuable considerations, the receipt and sufficiency of which is hereby acknowledged, Licensor and Licensee hereby agree as follows:

2. GRANT OF LICENSE Licensor hereby grants a license to Licensee for the non-exclusive resale of the "Tendering for Contracts Training Programme © Licensor agrees to provide all support that maybe required to effectively resell the Tendering for Contracts Training Programme, by providing all information as required by Licensee. The License will include all materials included in the Tendering for Contracts Training Programme, instructional materials, continuing development support and any other such tools deemed appropriate by Licensor and/or Licensee as an aid to the effective reselling and learner use of the Tendering for Contracts Training Programme.

3. INTELLECTUAL PROPERTY Licensee acknowledges that Tendering for Contracts Training owns all rights, title and interest in and to the Tendering for Contracts Training Programme, portions thereof, or software provided through or in conjunction with the Tendering for Contracts Training Programme, including without limitation all Intellectual Property Rights. "Intellectual Property Rights" means any and all rights existing from time to time under patent law, copyright law, trade secret law, trademark law, unfair competition law, and any and all other proprietary rights, and any and all applications, renewals, extensions and restorations thereof, now or hereafter in force and in effect worldwide. Licensee agrees not to modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from the Tendering for Contracts Training Programme. Licensee also agrees to not remove, obscure, or alter Tendering for Contracts Training copyright notice, trademarks, or other proprietary rights notices affixed to or contained within or accessed in conjunction with or through the Tendering for Contracts Training Programme.

4. CONFIDENTIALITY In connection with prospective or current business relations, each of the parties may receive information, which is non-public, confidential or proprietary in nature ("Confidential Information") including but not limited to user names, passwords, mark-up percentages, discounts, marketing strategies and information about the training programme. Both parties warrant that such Confidential Information shall be kept confidential with reasonable care, and only be disclosed to each party's authorised representatives for the purpose of this Licensing Agreement. Licensor is dependent upon the accuracy of data and information as provided by Licensee and any such information provided by Licensee to Licensor shall be deemed confidential and for the sole purpose of set-up and implementation of Tendering for Contracts Training Programme. The parties shall not make any announcements or statements to the public or any third party concerning the relationship between the parties or the nature of their agreements without prior consent from the other party to this Licensing Agreement. Neither party shall publish, distribute, or permit any written material that makes reference to the other party without obtaining prior consent from the other party to this Licensing Agreement.

5. LIMITATION OF LIABILITY Neither party shall be liable for any direct, indirect, special, incidental, punitive or consequential damages, including but not limited to any loss of data, revenue or profits, arising out of the use of or the inability to use the Licensed Materials for any reason or the authorisation of delivery of services or otherwise, even if the other party has been advised of the possibility of such damages. Licensor will continue to work diligently to keep its training programme and delivery of the services correct and up-to-date with regard to changes in the public sector procurement and industry and warrants that any and all information in the training medium and its training support website is compiled to the best of its knowledge but does not constitute any liability. Licensee explicitly agrees to and understands that Licensor cannot and does not make any express or implied warranties or representations with respect to its products or services, including but not limited to merchantability, fitness for a particular purpose or use, accuracy or completeness of the information or data used or disseminated by Licensor, uninterrupted service or error-free performance.

6. DESIGNATION OF LICENSEE AS LICENSOR LIMITED AGENT Licensee understands and agrees that the resale of the Tendering for Contracts Training Programme requires the use of confidential information owned by Licensor. Licensee may disclose confidential information and issue authorisation to its staff and (Agents), to perform or yield management information to Licensee, such information and authorisation will be given by Licensor for the set-up and operation of the Tendering for Contracts Training Programme by Licensee or its (Agents). This license authorises Licensee to act as a Limited Agent ("Limited Agent") for the specific and narrow purpose of reselling and the Tendering for Contracts Training Programme. Licensor specifically authorises Licensee to perform such tasks as may be required for the set-up of the Tendering for Contracts Training Programme in a SCORM v1.2 framework, including but not limited to the access to computer systems, updating of files, documents and content, etc.

7. MISCELLANEOUS: INDEMNITIES; The parties agree to indemnify, defend and hold each other harmless against any and all claims or actions, including, but not limited to demands, liabilities, losses, damages, settlements, and expenses (including reasonable legal fees) insofar as such losses arise out of or are based on (i) any claim of unauthorised use of the other party's trademark, trade name, service mark, service name, copyright, license, intellectual property or another proprietary right of any third party, (ii) any misrepresentation of a warranty or breach of a covenant and agreement made by the parties in this Licensing Agreement or (iii) any claim related to the unauthorised use of the parties' websites confidential information (iv) any unauthorised disclosure of confidential information such as, but not limited to, user names and passwords, training activities, rates, allocations or any other information reasonably deemed confidential according to agreed standards. This indemnity shall survive the termination of this Licensing Agreement.

8. RIGHTS OF THE PARTIES 1. Licensor Right to License: Licensor warrants that it has the sole right to license the rights granted under this Agreement and that use of such License shall not infringe upon the copyright of any third party. Licensee acknowledges that he has full copyright and title to all Licensed Materials and any trademarks or service marks relating thereto remain the property of Licensor. Licensee shall not have any right or title in the Licensed Materials except as expressly set forth in this Agreement.

8.2 Terms: Each party may cancel this Licensing Agreement after first providing the other party a cancellation notice of intent, a "Notice Period" of (3), three months is applicable and must be in writing to the other party, such a notice becomes effective on the date specified in such notice period and will become effective immediately on that date. All un-paid Fees shall be prorated accordingly and is payable to Licensor within 14 days of cancellation. As long as this Agreement has not been cancelled, it shall remain in place and continue in effect for one year commencing on the Effective Date on which the License was first signed, this License will be renewed automatically for successive one-year periods unless either party gives written notice of its intention not to renew as outlined above.

8.3 Waiver of Contractual Right: Waiver of any provision herein shall not be deemed a waiver of any other provision herein, nor shall waiver of any breach of this Agreement be construed as a continuing waiver of other breaches of the same or other provisions of this Agreement.

8.4 Assignment and Transfer: Neither party may assign, directly or indirectly, all or part of its rights or obligations under this Agreement without the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed.

8.5 Force Majeure: Neither party shall be liable in damages for any delay or default in performing hereunder if such delay or default is caused by conditions beyond its control including, but not limited to Acts of God, Government restrictions (including the denial or cancellation of any necessary license), wars, insurrections and/ or any other cause beyond the reasonable control of the party whose performance is affected.

8.6 Governing Law: This Agreement shall be interpreted and construed according to, and governed by, the laws of England and Wales.

8.7 Severability: If any provision or provisions of this Agreement shall be held to be invalid, illegal, unenforceable or in conflict with the law of any jurisdiction, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

8.8 Entire Agreement: These Terms and Conditions constitute the entire Agreement between the parties with respect to the subject matter hereof and supersede and replace all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter. Any waiver of any provision of these Terms and Conditions will be effective only if in writing and signed by Tendering for Contracts Training.

9. LICENSING AGREEMENT 1. Entire Agreement This is the full and complete License Agreement between Licensee, and Tendering for Contracts Training, which supersedes any prior agreement or understanding, whether written or oral, relating to the subject matter of this license By signing as a Licensee to act as reseller of the Tendering for Contracts Training Programme, Licensee is expected to consent to be bound by and become a party to the Licensing Agreement. If a third party uses a copy of Tendering for Contracts Training Programme supplied by Licensee , the third party may do so only subject to all conditions, obligations and limitations described in the Licensing Agreement.

9.2 Licensed Objectives To resell the Tendering for Contracts Training Programme at a price fixed by Licensor to all businesses, groups, or individuals that need to upgrade their skills and abilities to be able to engage in the procurement and tendering for contracts process.

9.3 Agreement as used in some statements is a short-form of the term Licensing Agreement document as presented to; Company Name: ( ), copies of which can be obtained from Tendering for Contracts Training on application.

9.4 Training Programme is used to refer to Tendering for Contracts Training Programme and all associated components, content and documentation, either electronic or physical.

9.5 Licensee is used to refer to the company, entity or individual whose funds are used to pay Licensor for the use of the Tendering for Contracts Training Programme.

9.6 Licence Period is used to refer to the span of time commencing from the time at which the Licensing Agreement is first signed for the Tendering for Contracts Training Programme.

9.7 Grant of License Tendering for Contracts Training grant a license to Licensee for unlimited resale and use of the Tendering for Contracts Training Programme, the Programme may be delivered by electronic means such as desktop and laptop computers. "USE" means storing, loading, executing or displaying the Tendering for Contracts Training Programme. Within any such copy, Licensee must reproduce the copyright notices and any other proprietary legends that were on the original copy of Tendering for Contracts Training Programme.

9.8 Non-Transferable License No license, right or interest in any trademark, trade name or service mark of Tendering for Contracts Training or any third party is granted under this License. Licensee may not modify or sublet the Tendering for Contracts Training Programme or disable any licensing or control features of the Tendering for Contracts Training Programme except as an intended part of the Tendering for Contracts Training Programme implementation process into the System currently in operation by Licensee. When Licensee obtains a copy or copies of Tendering for Contracts Training Programme, Licensee are deemed to have been granted Licensee status only. Licensee is expected to (USE) Tendering for Contracts Training Programme and any documentation as Licensee of the Tendering for Contracts Training Programme.

9.9 Licensee Obligations Licensee is required to pay Licensor (as outlined under (paragraph 12) below and accordance with the terms and conditions presented in the License Agreement documentation. This License may not be transferred to another organisation or individual. Any reproduction or redistribution of the Tendering for Contracts Training Programme not in accordance with this Agreement is prohibited.

10. Advertising Policies Licensor will cooperate with Licensee in providing for continuous and effective advertising and promotion of Licensor's Products and Licensee agrees at Licensee's expense to participate in, promote and faithfully comply with the terms and conditions of such cooperative advertising Programs. Nothing herein shall prevent Licensee from independently advertising and marketing the Licensor's Products, provided the form and content of the advertising or marketing materials comply with this agreement.

11. Notices Any notice required by this Agreement or given in connection with it, shall be in writing and shall be given to the appropriate party by personal delivery or by certified mail, postage prepaid, or recognised overnight delivery services.

12. Payment The agreed resale price of the Tendering for Contracts Training Programme is £595 - + VAT, payable by the end-user. The commission payable to Licensee are as per the following resale commission matrix.
  • When Licensee sells the programme to (1 to x) learners, Licensee will receive a commission of 25%.
  • When Licensee sells the programme to more than {(x + 1 learners)}, Licensee will receives a commission of 25%.
  • Licensee is responsible for informing Tendering for Contracts Training or on instruction, its accountant: JHP Upton, FCA, Chartered Accountant, PO Box 782, Maidenhead, Berks SL6 1FR. on a monthly basis, i.e.; every month, as to the number of sales for that month.
  • The re-seller is required to pay into the Tendering for Contracts Training account any sums that are due minus the appropriate commission as agreed with Tendering for Contracts Training.


  • On receiving the information relating to the monthly sales, Tendering for Contracts Training will issue monthly invoices to Licensee in a timely manner. Licensee shall pay all charges due hereunder within thirty (30) days after the date of invoice. Payment shall be made as shown on the invoice. Tendering for Contracts Training may impose a late payment charge of one percent (1%) per month on overdue amounts

    13. Financial Policies Licensee acknowledges the importance to Licensor of Licensee's sound financial operation and Licensee expressly agrees that it will: A. Pay promptly all amounts due to Licensor in accordance with terms of the License Agreement; B. Furnish Licensor with financial statements in such form as Licensor may reasonably require from time to time for credit purposes; and C. Furnish, at Licensor's request, a detailed reconciliation of Licensor's statements of account with Licensee's records, listing all differences, and showing net amount Licensee acknowledges to be due to Licensor. In addition to any other right or remedy to which Licensor may be entitled, the License Agreement may be suspended at Licensor's discretion in the event that Licensee fails to promptly and faithfully discharge each and every obligation in this section.

    14. Copyright and Title The Tendering for Contracts Training Programme is protected by United Kingdom copyright laws and international treaty provisions. Tendering for Contracts Training own and retain all right, title and interest in and to the Tendering for Contracts Training Programme, including all copyrights, patents, trade secret rights, trademarks and other Intellectual Property rights therein. Licensee acknowledges that possession, installation, or (USE) of the Tendering for Contracts Training Programme does not transfer to Licensee any title to the intellectual property in Tendering for Contracts Training Programme, and that Licensee will not seek to acquire any such rights to the Tendering for Contracts Training Programme except as expressly set forth in Licensee Agreement. For the terms of the License to be valid, Licensee is required to agree that all copies of the Tendering for Contracts Training Programme, including all Documentation will contain the same proprietary notices that appear on and in the original Tendering for Contracts Training Programme as delivered from Tendering for Contracts Training.

    15. Programme Distribution The Tendering for Contracts Training Programme will be made available to Licensee, under the terms of the License Agreement, i.e.: for resale and (USE) by Licensee according to the License Agreement. The unmodified distribution and archive of Tendering for Contracts Training Programme is to be provided without change to learners. Any Licensee offering the unmodified distribution archive must also take reasonable precaution to insure that they are distributing the latest version of the program as available from Tendering for Contracts Training. Tendering for Contracts Training reserve the right to update and upgrade the information contained in the Tendering for Contracts Training Programme at any time ad without notice.

    16. Governing Law This License will be governed by the laws of the of United Kingdom law of copyright as they are applied to agreements between United Kingdom residents entered into and to be performed entirely within the United Kingdom and under EU law throughout the European Union.

    17. Restrictions Licensee may only resell the Tendering for Contracts Training Programme, Licensee may not permit third parties to benefit from the use or functionality of the Tendering for Contracts Training Programme via a timesharing, service bureau or any other arrangement without pre-payment. Licensee may not transfer any of the rights granted under any Licensee Agreement. Licensee may not reverse-engineer, decompile, or disassemble or re-write the Tendering for Contracts Training Programme, except to the extent that the foregoing restriction is expressly prohibited by applicable law. Licensee may not modify, or create derivative works based upon, the Tendering for Contracts Training Programme in whole or in part. Licensee may not copy the Tendering for Contracts Training Programme except as expressly permitted under the terms of the License. Licensee may not remove any proprietary notices or labels from the Tendering for Contracts Training Programme, or any support documents.

    18. Disclaimer The information published on the Tendering for Contracts Training web site - under the title Tendering for Contracts Training - Tendering Experts Consortium, is designed for and meant to be a service in support of Licensee, agents, consultants and purchasers of the Tendering for Contracts Training Programme - (i.e.) Small to Medium Enterprises, Small Firms, or Individuals. The service may contain references or cross references of other programmes or services that are not directly offered by Tendering for Contracts Training, or available through Tendering for Contracts Training. Such references does not imply that such programmes or services will be made available to or through Tendering for Contracts Training, except as described above, all materials contained in the web site are made available only to provide information in support of Tendering For Contracts Training Programme. 1. Tendering for Contracts Training makes no representations whatsoever about any other training programme or supporting web site, which Licensee or it (Agents) may access through the Tendering for Contracts Training Programme or Website. In addition, a link to a non-Tendering for Contracts Training web site does not mean that Tendering for Contracts Training endorses or accepts any responsibility for the content or the use of such web site. 2. This Agreement shall remain in effect until terminated. This Agreement may be terminated by either party for any breach via written notice as detailed in (section 9, subsection 2) above, immediately upon notice of any breach of the provisions of this Agreement. Upon termination Licensee shall no longer be entitled to use the Tendering for Contracts Training Programme. The United Nations Convention on Contracts for the International Sale of Goods is specifically disclaimed.

    IN WITNESS WHEREOF, the parties hereto have executed this Licensing Agreement as of the Effective Date: ___________________________

    Signed for Licensor Tendering for Contracts Training.) Address: 23 Elmbridge Road, Cranleigh, Surrey GU6 8NH, United Kingdom by: _______________________________ Print Name: __ Lloyd Sewell ___________ Title: ___Director____________________ Date: _____________________________ Signed for Licensee ( ) Address: by: __________________________________ Print Name: ___________________________ Title: _________________________________ Date: _____________________________

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