THIS IS THE LICENCE FOR THE REGISTERED USER VERSION. SOFTWARE LICENCE LICENCE AGREEMENT Copyright 1997 McCallum Whyman Associates Limited trading as MWA Software The copyright in the software programs ("the Software") is owned by McCallum Whyman Associates Limited trading as MWA Software ("MWA"). You may not load the Software into any computer or copy it without the licence of MWA. MWA offers you a non-exclusive non-transferable licence to "Use" (as hereinafter defined) the Software on the terms of this Licence. LICENCE This Licence entitles you to: (a) load the Software and use it only on a single computer (with a single input terminal) which is under your control; (b) use the object code and the source code form of the Software in accordance with the provisions of Clause 2 of this Licence. 1. Acceptance The terms and conditions of this Licence are deemed to be accepted by the parties upon despatch to you by MWA of the Software. 2. Use For the purposes of this Licence "Use" shall mean and include: (a) utilising the whole or any part of the Software by loading, transferring, copying or transmitting the same into or within the single computer system for the processing of the system instructions or statements contained in such Software; (b) merging the whole or any part of the Software in machine readable compiled binary form into another software program, which you may then sell to third parties without payment of a royalty fee to MWA Software except when the proposed use is explicitly precluded by this licence; (c) you making one back-up copy of the Software. Any such copy shall in all respects be subject to the terms and conditions of this Licence. You are not permitted to: (1) rent, lease, sub-licence, loan, copy (except as expressly provided in this Agreement) the uncompiled source code; (2) rent, lease, sub-licence, loan or otherwise sell a software product that includes all or part of this software when such a product is similar to or directly competitive with this software. 3. Payment and Despatch 3.1 Within 7 days of receipt by MWA of the registration form and the required registration fee plus value added tax in cleared funds MWA shall despatch one copy of the Software in object code form to you together with the source code of the Software in machine readable form on a 3.5 inch diskette. Time shall not be of the essence. A separate licence fee is payable if you wish to use the Software on more than a single computer. 4. Your obligations 4.1 During the continuance of this Licence you shall ensure that the Software is used in a proper manner by competent trained employees only, or by persons under their supervision, and co-operate with MWA and its personnel in the diagnosis of any error or defect in the Software. 5. Property and confidentiality in the licensed program materials 5.1 The Software including its source code contains confidential information of MWA and all copyright trade marks and other intellectual property rights in the Software and the source code are the exclusive property of MWA. Risk in the Software will pass to you on despatch of the Software pursuant to Clause 3.1. 5.2 You shall not save where expressly provided in this Licence: 5.2.1 make more than one back-up copy of the Software; 5.2.2 reverse compile, copy or adapt the whole or any part of the Software for the purposes of correcting errors in the Software; 5.2.3 save solely for the purposes expressly permitted by and in accordance with s.296A(1) CDPA or s.50C(2) CDPA copy adapt or reverse compile the whole or any part of the Software; 5.2.4 assign, transfer, sell, lease, rent, charge or otherwise deal in or encumber the Software (including any merged version of the Software) or use the Software (including any merged version of the Software) on behalf of any third party or make available the same to any third party; or 5.2.5 remove or alter any copyright or other proprietary notice on any of the Software. 5.3 You shall: 5.3.1 keep confidential the Software and limit access to the same to those of your employees, agents and sub-contractors who either have a need to know or who are engaged in the Use of the Software; 5.3.2 maintain an up-to-date written record of the number of copies of the Software and their location and upon request forthwith produce such record to MWA; and 5.3.3 notify MWA immediately if the you become aware of any unauthorised use of the whole or any part of the Software by any third party; and 5.3.4 without prejudice to the foregoing take all such other steps as shall from time to time be necessary to protect the confidential information and intellectual property rights of MWA in the Software. 5.4 Without prejudice to Clause 5.3 you shall keep the source code of the Software strictly confidential and you shall not disclose the whole or any part thereof to any third party without MWA's prior written consent save and except to your employees who are directly involved with the Software and have a specific need to know the information concerned. 6. Warranty 6.1 The express terms of this Licence are in lieu of all warranties, conditions, undertakings, terms and obligations implied by statute, common law, trade usage, course of dealing or otherwise all of which are hereby excluded to the fullest extent permitted by law. 6.2 MWA does not warrant that the Software will meet your requirements or that the operation of the Software will be uninterrupted or error-free or that defects in the Software will be corrected. You shall load and use the Software at your own risk and in no event will MWA be liable to you for any loss or damage of any kind (except personal injury or death resulting from MWA's negligence) including lost profits or consequential loss arising from your use of or inability to use the Software or from errors or deficiencies in it whether caused by negligence or otherwise. 6.3 Any liability of MWA pursuant to this Licence shall be limited to the purchase price or registration fee paid. 7. Termination 7.1 This Licence may be terminated by MWA forthwith: 7.1.1 if you commit a breach of any term of this Licence and which (in the case of a breach capable being remedied) shall not have been remedied within 14 days of a written request to remedy the same; or 7.1.2 if you (being a company) shall convene a meeting of its creditors or if a proposal shall be made for a voluntary arrangement within Part I of the Insolvency Act 1986 or a proposal for any other composition scheme or arrangement with (or assignment for the benefit of) its creditors of if you shall be unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or if a trustee receiver administrative receiver or similar officer is appointed in respect of all or any part of your business or assets or if a petition is presented or a meeting is convened for the purpose of considering a resolution or other steps are taken for the winding up of you or for the making of an administration order (otherwise than for the purpose of an amalgamation or reconstruction). 7.1.3 if you (being a firm, partnership or individual) shall be dissolved, or in any case shall commit an act of bankruptcy or have a receiving order against him/it or shall make or negotiate any composition or arrangement with or assignment for the benefit of his/its creditors. 7.2 Any termination of this Licence pursuant to this Clause 7 shall be without prejudice to any other rights or remedies MWA may be entitled to hereunder or at law and shall not affect any accrued rights or liabilities of MWA nor the coming into or continuance in force of any provision hereof which is expressly or by implication intended to come into or continue in force on or after such termination. 7.3 Within 14 days of termination of the Licence you shall at the sole option of MWA either return all copies of the Software in its possession or control or destroy the same. 7.4 This Licence shall continue until terminated in accordance with the provisions of Clause 7.1 above. 8. General 8.1 The waiver by MWA of a breach or default of any of the provisions of this Licence by you shall not be construed as a waiver of any succeeding breach of the same or other provisions, nor shall any delay or omission on the part of MWA to exercise or avail itself of any right, power, or privilege that it has or may have hereunder operate as a waiver of any breach or default by you. 8.2 If any provision of this Licence shall be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable the invalidity or unenforceability of such provision shall not affect the other provisions of this Licence and all provisions not affected by such invalidity or unenforceability shall remain in full force and effect. 8.3 You shall not be entitled to assign the whole or any part of its rights and obligations hereunder without the prior written consent of MWA. MWA shall be entitled to assign or sub-licence the whole or any part of its rights and obligations hereunder to any third party. 8.4 Headings to clauses in this Licence are for the purpose of information and identification only and shall not be construed as forming part of this Licence. 8.5 This Licence shall be governed by and construed in accordance with English law and the parties hereto agree to submit to the non-exclusive jurisdiction of the English courts.