Licence agreement

1. Grant of Rights

GoodCorporation hereby grants to you a non-exclusive licence (the “Licence”) to download this document (“Licensed Content”) for distribution and use within your organisation but only for internal, non-commercial purposes with no rights to re-distribute the Licensed Content to third parties outside your organisation (“Licensed Purpose”).

2. Scope of Licence

2.1 You may not use the Licensed Content for any purposes other than the Licensed Purpose.
2.2 You shall not be permitted to assign, sub-licence, sub-contract or otherwise transfer the benefit of the Licence or any part of it to a third party.

3. Your Rights and Obligations

You shall be fully responsible for your use of the Licensed Content.

4. Licensor’s Warranties

4.1 GoodCorporation hereby warrants and represents that the Licensed Content is owned solely by GoodCorporation and that GoodCorporation is free to grant the Licence.
4.2 GoodCorporation gives no warranties nor makes any representations beyond those detailed in sub-Clause 4.1 with respect to the Licensed Content and any other matters arising out of this Agreement.
4.3 In particular no warranty is given or promise made that the Licensed Content is accurate or suitable for your business use and you accept that the Licensed Content does not constitute specific advice. Any and all liability for the use of the Licensed Content is hereby excluded to the fullest extent permissible under English law.

5. Your Warranties

You hereby warrant and represent that:
5.1 You have the right to enter into this Agreement;
5.2 you shall pay the notified purchase price for the Licensed Content; and
5.3 you shall not exceed the rights granted by this Agreement.

6. Indemnity

6.1 You shall indemnify and hold harmless GoodCorporation against any claim, loss, damage, proceedings, settlement, costs or expenses howsoever arising, directly or indirectly, as a result of any breach or non-performance by you of any of your obligations, undertakings or warranties as set out in this Agreement.

7. Proceedings

7.1 You shall inform GoodCorporation immediately if you become aware of any:
7.1.1 infringement, actual or suspected, of any of the Licensed Content; or
7.1.2 claims that the Works or the Licensed Content infringe the rights of any third party.
7.2 In the event of any infringement or claim arising under sub-Clause 7.1:
7.2.1 GoodCorporation shall determine the action to be taken;
7.2.2 GoodCorporation shall be solely responsible for the conduct of any claims or proceedings;
7.2.3 You shall provide all reasonable assistance that may be reasonably required by GoodCorporation in order to conduct any claims or proceedings;
7.2.4 GoodCorporation shall reimburse you for any reasonable costs or expenses (including legal costs) incurred by you in rendering assistance under sub-Clause 7.2.3; and
7.2.5 GoodCorporation shall bear the cost of any claims or proceedings and shall be solely entitled to any and all sums recovered from a third party in such claims or proceedings.

8. Governing Law

This supply of Licensed Content agreement is governed by English law and only the courts of England and Wales shall have jurisdiction to adjudicate on any disputes between the parties.