| CCP4 PROGRAM SUITE |
| LICENCE AGREEMENT |
| (Academic Use) |
| THIS LICENCE AGREEMENT is made BETWEEN: |
| 1. THE COUNCIL FOR THE CENTRAL LABORATORY OF THE RESEARCH |
| COUNCILS, an executive Non-Departmental Public Body established as a Research |
| Council by Royal Charter under the Science and Technology Act 1965 (“CCLRC”); |
| and |
| 2. [INSERT NAME OF ACADEMIC/RESEARCH INSTITUTION] whose administrative |
| offices are at [insert address] ("the Licensee"). |
| BACKGROUND |
| CCLRC has assembled the CCP4 suite of software applications and libraries with |
| support |
| from the Biotechnology and Biological Sciences Research Council, as part of the |
| Collaborative Computational Project Number 4. |
| The CCP4 Software Suite comprises: |
| a) applications and libraries distributed in source code, that the Licensee may |
| use |
| free of charge for Academic Purposes, subject to the terms of clauses 2.1-2.4 of |
| this Agreement; |
| b) applications and libraries distributed in source code, that the Licensee may |
| use, |
| free of charge, subject to the terms of the LGPL or the GPL; and |
| c) third party software that is included in the CCP4 suite of programs and that |
| is |
| licensed by a third party on that third party's terms and conditions. |
| 1. DEFINITIONS AND INTERPRETATION |
| 1.1 In this Agreement the following expressions have the meaning set opposite: |
| Academic Purposes: fundamental or basic research or academic teaching, |
| including any fundamental research that is funded by any |
| public or charitable body, but not any purpose that |
| generates revenue (as opposed to grant income) for the |
| Licensee or any third party. Any research that is wholly or |
| partially sponsored by any profit making organisation or |
| that is carried out for the benefit of any profit-making |
| organisation is not an Academic Purpose; |
| an Application: a software program designed to provide a specific function |
| for the user; |
| the CCP4 Software: the Libraries and Applications distributed by CCLRC from |
| time to time as part of the CCP4 Software Suite, except |
| the GNU Software and the Third Party Software; |
| the CCP4 Website: the website with the URL www.ccp4.ac.uk; |
| the Current Release: Version 5.0 of the Software, and all later versions that |
| CCLRC decides may be used under this Agreement; |
| a Derived Work: any modification of, or enhancement or improvement to, |
| any of the Software and any software or other work |
| developed or derived from, or based on, any of the |
| Software, or that incorporates any of the Software; |
| the LGPL: the GNU Lesser General Public Licence, a copy of which |
| appears in Appendix A to this Agreement; |
| the GPL: the GNU General Public Licence, a copy of which appears |
| in Appendix B to this Agreement; |
| the GNU Software: the open source Libraries and Applications that are listed |
| on the CCP4 Website from time to time as being subject |
| to, respectively, the terms of the LGPL or the GPL; |
| a Harmful Element: any virus, worm, time bomb, time lock, drop dead device, |
| trap and access code or anything else that might disrupt, |
| disable, harm or impede the operation of any information |
| system, or that might corrupt, damage, destroy or render |
| inaccessible any software, data or file on, or that may |
| allow any unauthorised person to gain access to, any |
| information system or any software, data or file on it; |
| Intellectual Property: patents, trade marks, service marks, registered designs, |
| copyrights, database rights, design rights, know-how, |
| confidential information, applications for any of the above, |
| and any similar right recognised from time to time in any |
| jurisdiction, together with all rights of action in relation to |
| the infringement of any of the above; |
| a Library: a collection of reusable programming routines, software |
| functions or data that may be linked to, or used with, an |
| Application; |
| the Licence Period: the period beginning when the Licensee posts or faxes the |
| completed and signed copy of this Agreement to CCLRC |
| 2 |
| in accordance with clause 5.1, and ending on the |
| termination of this Agreement under clause 5.2; |
| the Software: the suite of programs known as CCP4, comprising the |
| GNU Software, the CCP4 Software and the Third Party |
| Software; and |
| the Third Party Software Procheck, FFTw, libjpeg, CBF, Astexviewer, Rasmol and |
| Phaser. |
| 2. LICENCE |
| The CCP4 Software |
| 2.1 CCLRC grants the Licensee a non-exclusive, non-transferable, royalty free |
| licence to use, |
| copy, modify, and enhance and distribute the CCP4 Libraries during the Licence |
| Period |
| on the terms and conditions of this Agreement provided that: |
| 2.1.1 the Licensee may distribute, or supply any CCP4 Library or any Derived |
| Work |
| based on that Library, and may allow any third party to use any CCP4 Library or |
| any |
| Derived Work based on that Library, solely on condition that the recipient of |
| that |
| CCP4 Library or that Derived Work will comply with clause 2.1.2 below as though |
| it |
| were named instead of the Licensee in that clause; and |
| 2.1.2 the Licensee will notify CCLRC of any Derived Work made by or for the |
| Licensee, or |
| by any of its employees or students, based on any CCP4 Library, and will provide |
| CCLRC with a copy of that Derived Work (in source code) within one year after it |
| was made. The Licensee grants CCLRC an irrevocable, indefinite licence to make |
| that Derived Work available to any third party on such terms and conditions as |
| CCLRC may from time to time decide. This clause does not apply to any |
| executable program based on or combined with a Library, or to any Derived Work |
| that the Licensee distributes under the LGPL or the GPL. |
| 2.2 CCLRC grants the Licensee a non-exclusive, non-transferable, royalty free |
| licence to use |
| and copy the CCP4 Applications during the Licence Period on the terms and |
| conditions of |
| this Agreement provided that: |
| 2.2.1 the Licensee may not distribute any CCP4 Application or any Derived Work |
| based |
| on any CCP4 Application to any third party, or share their use with any third |
| party |
| (whether free of charge or otherwise); and |
| 2.2.2 the Licensee may not copy any CCP4 Application except for the purposes of |
| making |
| a reasonable number of back-up copies, nor may the Licensee modify any CCP4 |
| Application or create any Derived Work based on any CCP4 Application except for |
| the purpose of error correction. The Licensee will provide CCLRC with a copy of |
| any |
| 3 |
| correction made by the Licensee (in source code) within one year after it was |
| made. |
| The licensee grants CCLRC an irrevocable, indefinite licence to make that |
| correction available to any third party on such terms and conditions as CCLRC |
| may |
| from time to time decide. |
| 2.3 The CCP4 Software and any Derived Work based on any part of the CCP4 |
| Software may |
| be used by the Licensee and its employees and registered students for Academic |
| Purposes only. |
| 2.4 The licences granted in this clause 2 relate only to the Current Release. |
| The Licensee |
| must acquire a new licence for any future version of the Software that CCLRC |
| decides |
| requires a new or further licence. |
| The GNU Software |
| 2.5 The GNU Software is supplied to the Licensee on the terms and conditions of |
| the LGPL |
| or the GPL as indicated on the CCP4 Website from time to time. By entering into |
| this |
| Agreement the Licensee agrees to comply with the terms of the LGPL or the GPL |
| as so |
| indicated. |
| The Third Party Software |
| 2.6 The Third Party Software is supplied to the Licensee on the terms and |
| conditions imposed |
| by the third party owner or licensor. By entering into this Agreement the |
| Licensee agrees |
| to comply with those terms and conditions. |
| The Software |
| 2.7 The Licensee will not tamper with or remove any copyright or other |
| proprietary notice or |
| any disclaimer that appears on or in any part of the Software, and will |
| reproduce the |
| same in all copies of any of the Software and in all Derived Works. |
| 3. WARRANTIES AND LIABILITY |
| 3.1 The Software is provided for Academic Purposes free of charge. Therefore |
| CCLRC and |
| its licensors give no warranty and make no representation in relation to the |
| Software or |
| any assistance or advice that CCLRC may give in connection with the Software. |
| The |
| Licensee, its employees and students and anyone to whom the Licensee makes the |
| Software or any Derived Work available, use them at their own risk. The Licensee |
| will indemnify CCLRC against any claim made by any third party to whom the |
| Licensee |
| has made the Software or any Derived Work available. |
| 3.2 Before using any of the software, the Licensee will check that the Software |
| does not |
| contain any Harmful Element. Neither CCLRC nor its licensors warrants that the |
| Software |
| will run without interruption or be error free, or free from any Harmful |
| Element. CCLRC is |
| not obliged to provide any support or error correction service, assistance or |
| advice in |
| 4 |
| relation to the Software. If it does provide that sort of service, assistance |
| or advice, |
| subject to clause 3.7, CCLRC will not be liable for any loss or damage suffered |
| by the |
| Licensee as a result. |
| 3.3 Neither CCLRC nor any of its licensors will be liable to the Licensee to |
| the extent that any |
| loss or damage is caused by the Licensee's failure to implement, or the |
| Licensee's delay |
| in implementing, any upgrade, update, new release, revision, version or |
| modification of, or |
| advice in relation to, the Software that would have remedied or mitigated the |
| effects of |
| any error, defect, bug or deficiency. |
| 3.4 The Licensee acknowledges that proper use of the Software and any Derived |
| Work is |
| dependent on the Licensee, its employees and students exercising proper skill |
| and care |
| in inputting data and interpreting the output provided by the Software or that |
| Derived |
| Work. CCLRC and its licensors will not be liable for the consequences of |
| decisions taken |
| by the Licensee or any other person on the basis of that output. CCLRC does not |
| accept |
| any responsibility for any use which may be made by the Licensee of that |
| output, nor for |
| any reliance which may be placed on that output, nor for advice or information |
| given in |
| connection with that output. |
| 3.5 Subject to clause 3.7, CCLRC's liability for any breach of this Agreement, |
| any negligence |
| or arising in any other way out of the subject matter of this Agreement, will |
| not extend to |
| any incidental or consequential damages or losses, or any loss of profits, loss |
| of revenue, |
| loss of data, loss of contracts or opportunity, whether direct or indirect, |
| even if the |
| Licensee has advised CCLRC of the possibility of those losses arising or if |
| they were or |
| are within CCLRC's contemplation. CCLRC’s licensors will not be liable to the |
| Licensee |
| for any loss or damage, however caused (including by negligence) and whether |
| direct or |
| indirect. |
| 3.6 Subject to clause 3.7, the aggregate liability of CCLRC for any breach of |
| this Agreement, |
| any negligence or arising in any other way out of the subject matter of this |
| Agreement will |
| not exceed £50,000. |
| 3.7 Nothing in this Agreement (including without limitation the LGPL or the |
| GPL, as |
| applicable) limits or excludes CCLRC's liability for death or personal injury |
| caused by its |
| negligence or for any fraud, or for any sort of liability that, by law, cannot |
| be limited or |
| excluded. |
| 3.8 In addition to the terms and conditions of the LGPL or the GPL (as |
| applicable), and the |
| terms that apply to any Third Party Software, the terms of this clause 3 apply |
| as |
| between CCLRC and the Licensee, and the validity of any part of this clause 3 |
| will not |
| be affected by any part of the LGPL or the GPL or the terms that apply to any |
| Third |
| Party Software being held to be invalid by any court. |
| 5 |
| 3.9 The express undertakings and given by CCLRC in this Agreement and the terms |
| of this |
| Agreement are in lieu of all warranties, conditions, terms, undertakings and |
| obligations |
| on the part of CCLRC, whether express or implied by statute, common law, custom, |
| trade usage, course of dealing or in any other way. All of these are excluded |
| to the |
| fullest extent permitted by law. |
| 4. INTELLECTUAL PROPERTY RIGHTS AND ACKNOWLEDGEMENTS |
| 4.1 Nothing in this Agreement assigns or transfers any Intellectual Property |
| Rights in any of |
| the Software. Those rights are reserved to CCLRC or its licensors. |
| 4.2 The Licensee will ensure that, if any of its employees or students publish |
| any article or |
| other material resulting from, or relating to, a project or work undertaken |
| with the |
| assistance of any part of the Software, that publication will contain a proper |
| acknowledgement or citation as indicated from time to time on the CCP4 Website. |
| 5. TERMINATION |
| 5.1 This Agreement will take effect and the Licence Period will start when a |
| completed copy |
| of this Agreement, signed on behalf of the Licensee, has been posted to the |
| Secretary to |
| CCP4, at CCLRC, Daresbury Laboratory, Warrington WA 4 4AD, or faxed to :+44 1925 |
| 603825 (or to any other address or fax number given for this purpose on the CCP4 |
| website at the time the Licensee downloads this form of Licence Agreement from |
| that |
| website). |
| 5.2 This Agreement will terminate immediately and automatically if: |
| 5.2.1 the Licensee is in breach of this Agreement; or |
| 5.2.2 the Licensee becomes insolvent, or if an order is made or a resolution is |
| passed for |
| its winding up (except voluntarily for the purpose of solvent amalgamation or |
| reconstruction), or if an administrator, administrative receiver or receiver is |
| appointed over the whole or any part of its assets, or if it makes any |
| arrangement |
| with its creditors. |
| 5.3 The Licensee's right to use the Software will cease immediately on the |
| termination of this |
| Agreement, and the Licensee will destroy all copies of the Software that it or |
| any of its |
| employees or students holds. |
| 5.4 Clauses 1, 2.1.2, 2.3, 2.4, 2.5, 2.6, 2.7, 3, 4, 5.3, 5.4, 5.5 and 6 will |
| survive the expiry of |
| the Licence Period and the termination of this Agreement, and will continue |
| indefinitely. |
| 5.5 CCLRC may withdraw any of the Software from the CCP4 Suite at any time. If |
| any third |
| party owner of the Intellectual Property in any of the Software withdraws |
| CCLRC’s right |
| to distribute that software, the Licensee’s rights under this Agreement in |
| relation to that |
| 6 |
| software will immediately terminate, and the Licensee will cease using that |
| part of the |
| Software |
| 6. GENERAL |
| 6.1 Headings: The headings in this Agreement are for ease of reference only; |
| they do not |
| affect its construction or interpretation. |
| 6.2 Assignment etc: The Licensee may not assign or transfer this Agreement as a |
| whole, or |
| any of its rights or obligations under it, without first obtaining the written |
| consent of |
| CCLRC. |
| 6.3 Illegal/unenforceable provisions: If the whole or any part of any provision |
| of this |
| Agreement is void or unenforceable in any jurisdiction, the other provisions of |
| this |
| Agreement, and the rest of the void or unenforceable provision, will continue |
| in force in |
| that jurisdiction, and the validity and enforceability of that provision in any |
| other |
| jurisdiction will not be affected. |
| 6.4 Waiver of rights: If CCLRC fails to enforce, or delays in enforcing, an |
| obligation of the |
| Licensee, or fails to exercise, or delays in exercising, a right under this |
| Agreement, that |
| failure or delay will not affect its right to enforce that obligation or |
| constitute a waiver of |
| that right. Any waiver by CCLRC of any provision of this Agreement will not, |
| unless |
| expressly stated to the contrary, constitute a waiver of that provision on a |
| future occasion. |
| 6.5 Entire agreement: This Agreement constitutes the entire agreement between |
| the parties |
| relating to its subject matter. The Licensee acknowledges that it has not |
| entered into this |
| Agreement on the basis of any warranty, representation, statement, agreement or |
| undertaking except those expressly set out in this Agreement. The Licensee |
| waives any |
| claim for breach of, or any right to rescind this Agreement in respect of, any |
| representation which is not an express provision of this Agreement. However, |
| this clause |
| does not exclude any liability which CCLRC may have to the Licensee (or any |
| right which |
| the Licensee may have to rescind this Agreement) in respect of any fraudulent |
| misrepresentation or fraudulent concealment before the signing of this |
| Agreement. |
| 6.6 Amendments: No variation of, or amendment to, this Agreement will be |
| effective unless |
| it is made in writing and signed by each party's representative. |
| 6.7 Third parties: No one except a party to this Agreement has any right to |
| prevent the |
| amendment of this Agreement or its termination, and no one except a party to |
| this |
| Agreement may enforce any benefit conferred by this Agreement, unless this |
| Agreement |
| expressly provides otherwise. |
| 6.8 Governing law: This Agreement is governed by, and is to be construed in |
| accordance |
| with, English law. The English Courts will have exclusive jurisdiction to deal |
| with any |
| 7 |
| dispute which has arisen or may arise out of or in connection with this |
| Agreement, except |
| that CCLRC may bring proceedings against the Licensee or for an injunction in |
| any |
| jurisdiction. [If the Licensee's usual place of business or registered office |
| is not in |
| England, the Licensee’s address for service in England is ____]. |
| SIGNED for and on behalf of the Licensee: |
| Name: |
| Position: |
| Signature: |
| Date: |