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					This Agreement is made the ### day of ######## 20## Between (1) The Coal Authority - a body corporate established under S1 of the Coal Industry Act 1994 of 200 Lichfield Lane, Berry Hill, Mansfield, Nottinghamshire NG18 4RG ("TCA").

and (2) Whereas (A) (B) (C) TCA holds information relating to coal mining in Great Britain. The Licensee holds information information held and use]. [brief summary of ########## whose registered office is at [contact address to be provided] ("the Licensee")

The Licensee has requested TCA to make available certain of its coal mining data for use within the Licensee's GIS, in particular:a) [list out required coal mining feature datasets to be provided] b) Annual updates of this data[if required].

(D)

TCA have agreed to the request subject to and in accordance with the terms of this Licence Agreement

IT IS AGREED AS FOLLOWS 1.1 In this Agreement the following words and phrases shall, unless the context otherwise require, have the following meanings: "Data" - means data as set out in Schedule 1. "Intellectual Property Rights" - means all patents, copyrights, design rights, trade marks, database rights, trade secrets, know-how and other intellectual property rights (whether registered or unregistered) and all applications for such rights; 1.2 In this Agreement:

(a) references to Clauses and Schedules are references to Page 1 of 11 C:\Documents and Settings\whittd\Local Settings\Temporary Internet Files\OLK154\mining data licence
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clauses of and schedules to this Agreement; (b) (c) (d) (e) words importing a gender shall include both genders; words importing the singular shall include the plural and vice-versa; headings are for convenience only and shall not affect the interpretation of this Agreement; the Schedules shall be deemed to form part of, and construed as one with, this Agreement and any reference to this Agreement shall include the Schedules.

2.

TCA shall provide to the Licensee the Data in consideration of the fees set out in Schedule 2 and for the purposes as set out in Schedule 3 of this Agreement. Updates to the Data will be provided annually by TCA, on request by the Licensee, by electronic mail and/or on CDROM. TCA will use reasonable endeavours to despatch within 10 working days of each anniversary of this Agreement. The term of this Agreement shall be for three years beginning on the date of this Agreement (“Initial Period”) unless terminated earlier in accordance with the provisions of this Agreement. Thereafter the Agreement shall continue provided that either party may terminate this Agreement upon a minimum of 90 days written notice. The Licensee shall send to TCA a statement within 14 days of the anniversary of this Agreement certified as correct by a Director or Auditors of the Licensee that the use of the data during the previous 12 months has been as set out in Schedule 3. The Licensee agrees that the Data supplied should not be reproduced or enlarged to any scale greater than 1:2500 as accuracy may be affected.

3.

4.

5.

6.

The Licensee acknowledges that the Data is drawn from TCA's coal mining database which is regularly updated. The Licensee also acknowledges that in compiling that database TCA has needed to make assumptions as to list out assumptions depending on coal mining feature datasets to be provided. e.g. as to the most probable ('best plot') positions of mine entries, the existence and extent of probable unrecorded coal workings, the number of seams, location, depth and last date of working of past mining activity and as to the most probable locations of abandoned opencast sites. The Licensee also acknowledges that, Page 2 of 11 C:\Documents and Settings\whittd\Local Settings\Temporary Internet Files\OLK154\mining data licence
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7.

depending on the age and original source of information available to TCA, the opencast site boundary may be limited to the specific area where coal was believed to have been extracted and not to the overall site boundary or excavation area, etc as necessary to reflect feature types supplied. 8. TCA will supply the Licensee with the most up to Data available at the time of supply, but give no warranty or representation that such information will not become obsolete or incorrect over any period of time. Neither does TCA warrant that the Data in its possession is complete, accurate, reliable or exhaustive. TCA makes no warranties or representations as to the suitability of the Data for any particular use or purpose or its value and shall not in any circumstances, be liable for any loss or damage at all arising from reliance by the Licensee (or any other person) on Data in relation to these matters. TCA may terminate this Agreement by written notice to be effective forthwith or to the extent that and within such period as the notice shall stipulate if: (a) (b) any sum due from the Licensee under this Agreement is unpaid for sixty days; or, the Licensee ceases to carry on business or is dissolved or is the subject of any insolvency proceedings including liquidation, bankruptcy or administration or an arrangement or composition with its creditors by which any person is appointed over the property or assets or to run the affairs of the Licensee including those persons described in Section 388 of the Insolvency Act 1986, the Official Receiver, the Accountant in Bankruptcy or any person appointed pursuant to a charge over the Licensee property pursuant to a scheme of arrangement under Section 425 of the Companies Act 1985; or The Licensee uses the Data permitted in Schedule 3. for any purpose not

9.

10.

(c) 11.

Any termination of this Agreement shall not affect the rights and remedies of either party accrued prior to such termination. On termination of this Agreement the Licensee, its employees and contractor shall cease to use the Data supplied or any interpretations based on it and shall if requested return to TCA or destroy all Data held including
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12.

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any back-up copies. 13. The parties agree that the terms of this Agreement are confidential and shall not be disclosed to any third party (except if required to do so by law or regulation) without the prior written permission of the other party. Neither the Licensee nor TCA shall disclose any Confidential Information of the other to any third party other than any employees or professional advisers who have a need to know it for the purposes of performance of their obligations under this Agreement and who are subject to obligations of confidentiality and restricted use no less extensive than those of this Clause 14 nor use any Confidential Information of the other otherwise than for the purposes of this Agreement, without the prior written permission of the other party which shall not be unreasonably withheld or delayed. In this Agreement “Confidential Information” includes the Data provided by TCA and any information relating to the financial affairs and customers of each party but does not include: i. information which is generally available to the public at the date of this agreement;

14.

15.

ii. information already known to the Licensee at the time of disclosure as evidenced by previously existing written documentation other than Confidential Information supplied to the Licensee by TCA prior to the date of this Agreement; iii. information which is subsequently disclosed to the Licensee by third parties having no obligations of confidentiality to TCA; iv. information which is or becomes generally available to the public in printed publications in general circulation through no act or default on the part of the Licensee or its employees, agents or subcontractors. 16. The Licensee agrees that all Intellectual Property Rights and other proprietary rights of TCA shall remain the property of TCA. The Licensee shall maintain such security as is necessary to ensure that it complies with its obligations under this Agreement and that the Data and any interpretation thereof remains secure.
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17.

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18.

In the event that the Licensee becomes aware of any unauthorised use or infringement of the Intellectual Property Rights in the Data the Licensee shall forthwith notify TCA and shall give TCA all reasonable assistance in bringing or defending any claim in connection with the Intellectual Property Rights. TCA and the Licensee mutually undertake that they will respectively conform to the Data Protection Acts 1984 and 1998 or any replacement thereof so far as it applies to them. The Data will be provided in accordance with TCA's duties under the Coal Industry Act 1994 but on the distinct understanding that TCA is not legally responsible for the data except for its own negligence. No time protection is afforded to Data provided by TCA. Data is provided for the information of the Licensee only and TCA accepts no liability whatsoever (whether in respect of its negligence or otherwise) to any other person. Neither party shall in any circumstances be liable for indirect or consequential loss or damage including loss of profits, loss of business or capital, damage to reputation or goodwill arising out of or in connection with this Agreement or its subject matter. Nothing in this Agreement shall exclude or restrict either party’s liability for death or personal injury resulting from the negligence or wilful action of it or its employees while acting in the course of their employment or arising from a breach of any statutory or other duty where such limitation is prohibited by law. The Licensee shall make available to its staff, contractors and any other persons the extent and limitations of this Agreement in so far as it may affect or have a bearing on the rights of the Licensee's staff, contractors or other persons. The Licensee shall indemnify TCA against all claims actions losses and damages (together with all costs and expenses reasonably incurred) suffered and/or incurred by TCA arising from any claim or action brought against TCA by a third party as a result of any breach or negligence by the Licensee either of its obligations (a) under this Agreement or (b) owed to the Licensee's customers in relation to the Licensee's services unless caused or contributed to by the acts or omissions of TCA.
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19.

20.

21. 22.

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27.

TCA shall indemnify the Licensee against all claims actions losses and damages (together with all costs and expenses reasonably incurred) suffered and/or incurred by the Licensee arising from any claim or action brought against the Licensee by any third party as a result of negligence by TCA. Agency: Nothing in this Agreement is intended to or shall make either party the agent distributor or partner of the other. Entire Agreement: This Agreement sets out the entire agreement and understanding between the parties in connection with its subject matter. In particular, but without limitation to the generality of the foregoing, each party warrants and represents to the other that in entering into this Agreement it has not relied upon any statement of fact or opinion made by the other or the other's officers, servants or agents which has not been included expressly in this Agreement. Each party is irrevocably and unconditionally waives any right it may have: (a) to rescind this Agreement by virtue of any misrepresentation; (b) to claim damages for any misrepresentation whether or not contained in this Agreement; (c) to claim damages for breach of any warranty not contained in this Agreement, save in each case where such misrepresentation or warranty was made fraudulently. Force Majeure: Neither party shall be liable to the other for any delay in or failure of performance of its obligations under this Agreement arising from any cause beyond its reasonable control, including (without limitation) war, fire, explosion, civil commotion, flood, Act of God, governmental act, failure in information technology or telecommunications services, failure of a third party (including failure to supply data) and industrial action. Assignment: Neither party may assign or in any other way make over to any third party the benefit of this Agreement, either in whole or in part. If there is any change in the legal status or constitution of TCA resulting in the Data being held by a successor body then, provided the Licensee consents to an assignment or novation by TCA of its rights and/or obligations under this Agreement, TCA shall procure such assignment or novation of its rights and/or obligations under this Agreement to that successor. Likewise, if there is any change in the legal status or constitution of the Licensee resulting in the Data being used by a successor body then, provided TCA consents to an assignment or novation by the Licensee of its rights and/or obligations under this Agreement, the Licensee shall
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28.

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procure such assignment or novation of its rights and/or obligations under this Agreement to that successor. 32. Waiver: Failure by either party to exercise or enforce any rights, or the giving of any forbearance, delay or indulgence, will not be construed as a waiver of its rights under this Agreement or otherwise. Amendment: This Agreement may not be amended, modified, varied or supplemented except in writing signed by a duly authorised officer of each party. Severance: If any provision of this Agreement is or becomes invalid or unenforceable it will be severed from the rest of this Agreement so that it is ineffective to the extent that it is invalid or unenforceable and no other provision of this Agreement shall be rendered invalid, unenforceable or be other affected. Notices: Any notice required or permitted to be given by either party to the other under this Agreement shall be made in writing and addressed and posted or delivered by hand to that other party at its registered office or principal place of business or other such address as may at the relevant time have been notified pursuant to this provision to the party giving notice. Any approval or consent required by TCA shall be given by [contact name], Director of Mining Information & Services or such other person from time to time nominated by the Chief Executive and any approval or consent (including audit statement pursuant to clause 5) required of the Licensee shall be given by [contact name to be provided by Licensee] or such other person from time to time nominated by [contact name to be provided by Licensee]. Jurisdiction: This Agreement shall be governed by and construed in accordance with English Law. The parties hereby submit to the non-exclusive jurisdiction of the English Courts. The Licensee shall ensure that this Agreement is brought to the attention of any of its employees and any other person using the Data for the purposes agreed.

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SCHEDULE 1 DESCRIPTION & FORMAT OF DATA TO BE PROVIDED BY TCA TO LICENSEE

1. 2. 3. 4. 5.

Describe general dataset to be provided and its extent. Data Type - Point or polygon, for example Feature Description - include for each data feature type Data Description - for each data feature provided File Naming Convention Filename will be "#######" provided for each feature type

6.

Regular annual updates to the Data will be provided by TCA to the Licensee by electronic mail and/or CD-ROM, with TCA using all reasonable endeavours to despatch within 10 working days of the anniversary of the Agreement. The update will take the form of a resupply of the data to include any updates. Data Format For example, ESRI Shape files or Comma separated variable format (.CSV) ASCII text files of XY coordinates including mine entry type identifier or ArcView etc. Geographic points as OS 7 figure National Grid coordinate pairs (Easting, Northing).

7.

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SCHEDULE 2 FEES

1.

The Licensee shall pay a fee of £#### plus VAT for the initial supply of the data for 12 months use from the date of this Agreement. The Licensee shall pay an additional annual fee of £#### plus VAT for continued use and annual re-supply to include updates. This annual payment will be payable from [first anniversary date of Agreement] and each successive anniversary of continued use of the data. This annual payment will be subject to increase in line with published government IPR rates at the discretion of TCA. TCA shall submit an invoice within 10 working days of the anniversary date of this Agreement. Payments shall be made by the Licensee to: Finance Department, The Coal Authority, 200 Lichfield Lane, Mansfield, Notts, NG18 4RG, within 30 days of the date of invoice. The Licensee shall pay to TCA the total amount properly due and owing shown in each such invoice without deduction or set off. Any sums outstanding after 30 days shall bear interest, at the rate of 5% per annum above the Lloyds Bank PLC base, from the date of the invoice to the date of actual payment. In the event that payment is not made within 30 days from the date of the invoice, the TCA shall have the absolute right to require the return of the data by written notice. Fee rates will be subject to annual review, renegotiation and change in light of any changes in the nature, content and format of Data and of any proposed change of use and purpose that the Licensee wishes to put the data to outside of that agreed in Schedule 3. The annual review, renegotiation and change will also take account of the information provided pursuant to clause 5.

2.

3. 4.

5.

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SCHEDULE 3 DESCRIPTION OF THE PROPOSED USE OF THE DATA PROVIDED BY TCA TO THE LICENSEE The use of Data by the Licensee shall be confined to the following purposes only: 1. [edit this section 1 and add further sections as appropriate consistent with, and to clarify fully, the proposed use.] By means of example: 1. For internal non-commercial Licensee (Council) use within a GIS developed, held and maintained by the Licensee and its employees to assist in the computerised analysis of desk top information and datasets used to identify any areas which may or may not have been affected by underground coal mining activity. 2. The Data shall only be accessed by the Licensee’s employees and not by any contractors, members of the public, developers or their advisers, or any other private or commercial external third party. 3. The Data provided is to assist the Council perform its statutory duty and is not to be used for any other commercial or non-commercial activity. Should any external person (private or commercial) seek such coal mining information (including Applications under the Freedom of Information legislation), they should be directed by the Licensee and its employees to contact the Coal Authority. The Licensee will take all necessary steps to monitor usage of the Data and to ensure that the Data is not released or used in breach of this contract, and monitored internally to ensure compliance. TCA does not permit the Licensee or its employees, authorised contractors or any other person to use the Data for promotional purposes or browsing by the Licensee's customers and enquirers. The Data shall not be published by the Licensee (or any employee or contractor or any other person not directly employed by the Licensee) either independently or as part of any other document. The Licensee is not permitted to use or exploit Data in any way for commercial purposes or for financial gain other than expressly provided in this Schedule. Any proposed use or exploitation for commercial purposes or for financial gain must be the subject of separate licence agreements with TCA. Page 10 of 11
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IN WITNESS of which this Agreement was signed on the date first written above.

Signed on behalf of the Coal Authority by [contact name], Director of Mining Information & Services ............................................................

Signed on behalf of Licensee Name by ................................................ ............................................................

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