In this software licence agreement (“Agreement”): "Siemens" means Siemens plc registered office Faraday House, Sir William Siemens Square, Frimley, Camberley, GU16 8QD , England "Licensee" means the organisation defined below; “Licensor” means Siemens “Designated Unit” means the equipment specified below "Software" means the computer program specified below in this Agreement “Software Enabling Device” means the device that may be required to be connected to the Designated Unit to allow the Software to run on the Designated Unit “Purpose” means the purpose for which the Licensor agrees the Software may be used and which is specified in this Agreement


In consideration of payment of the licence fee which may be included in the purchase price of the system incorporating the Software Siemens grants the Licensee a non-transferable, non-exclusive licence (without the right to sub-license) to use the Software on the Designated Unit for the Purpose specified in this Agreement (“Licence”). Use for other purposes shall be subject to a separate licence agreement.


3.1 Subject to the Licensee’s statutory rights the Licensee may not copy the Software except as provided in this clause 3.1. Licensee may make a reasonable number of copies of (a) the Software for back-up security and (b) the Software documentation for operational and maintenance purposes only. All copies shall be marked with the same marks and legends relating to copying and copyright and other intellectual property rights as appear on the Software supplied by Siemens.

3.2 Under no circumstance shall the Software Enabling Device be copied.


Subject to the Licensee’s statutory rights the Licensee may not: (a) translate, adapt, vary or modify the Software; or (b) disassemble, decompile or reverse engineer the Software; provided that should the Licensee require the information necessary to enable the Software to achieve interoperability with another independently created program such information is available from the Licensor and the Licensee acknowledges that for the purposes of section 50B(3) of the Copyright, (Computer Programs) Regulations 1992 such information is readily available.


Licensee shall treat the Software as confidential and shall not make any of it available or disclose any of it to any third party. The provisions of this clause shall survive termination of the Licence.


The Software (including any copies made by Licensee) and any copyright, patent and other intellectual property rights therein are and shall remain the property of Siemens (or Siemens licensor) and shall not vest in the Licensee. Except as may be otherwise stated in this Agreement no warranty is given that the use or copying of the Software does not infringe the intellectual property rights of any third party, and Siemens shall have no liability in respect of any such infringement.


Siemens warrants that for a period of 90 days from delivery the material on which the Software is supplied is free of defects. Siemens does not warrant that the Software is error free or that the operation of the program will be uninterrupted and gives no warranty as to the Software’s suitability for any purpose or merchantability other than as defined in this Agreement. All express or implied conditions or warranties howsoever arising are hereby excluded.


Siemens shall have no liability for the interoperability of the Software on the Licensee's processor with other software. Siemens’ total liability to the Licensee (including damage caused by Siemens’ breach of contract, tort, or breach of statutory duty) shall not exceed the value of the licence fee.

In no event shall Siemens be liable for any loss of use or contracts or profits business interruption or economic loss or for any indirect or consequential losses whatsoever.


Siemens will indemnify the Licensee against any infringement by the Software of letters patent, registered design, trade mark or copyright (published at the date of the Agreement) provided always that this indemnity shall not apply to use of the Software in a manner or for a purpose other than that intended or agreed by Siemens or to any amendments to the Software by the Licensee not agreed by Siemens.

The Licensee shall give Siemens the earliest possible notice in writing of any claim or action threatened or brought against it and shall allow Siemens if Siemens so requires at Siemens’ own expense to conduct and settle all litigation and negotiations.


The term of the Licence shall be the period specified in the Agreement (the “Term”). This Term shall commence on the earlier of the following: (i) signature of this Agreement by both the Licensor and the Licensee (ii) when the Licensee puts the Software into use for the Purpose . The Licence shall terminate following expiry of the Term.


Siemens may terminate the Licence by thirty days written notice to Licensee if Licensee commits a breach of the terms and conditions of the Agreement and fails to remedy it within thirty days of a written notice from Siemens requiring its remedy, and on such termination of the Licence Licensee shall cease all use and copying of the Software and shall, as requested by Siemens, either return to Siemens or destroy the Software and all copies thereof made by Licensee including any copy stored in Licensee's Designated Unit or other equipment.


Licensee may not assign the Agreement or the Licence without the written consent of Siemens.

13 LAW

This Agreement shall be governed by English law.