HSL ACADEMIC LICENCE VERSION 1.2 MAY 2011


1 DEFINITIONS AND INTERPRETATION

In this Agreement the following expressions have the following meanings:

   "Harmful             means any virus, worm, time bomb, time lock, drop dead
    Element"            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, or that may allow any unauthorised person to gain
                        access to, any information system or any software, data
                        or file on it;

   "Intellectual        means patents, trade marks, service marks, registered
    Property"           designs, copyrights, database rights, design rights,
                        know-how, confidential information, applications for
                        any of the above, trade secrets 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;

   "Software"           means the software and any accompanying documentation
                        downloaded by the Licensee; and

   "STFC"               means the Science and Technology Facilities Council,
                        one of whose principal offices is at Rutherford
                        Appleton Laboratory, Harwell Oxford, Didcot, OX11 0QX.

2 LICENCE

2.1   In consideration of the confidentiality undertakings given by the Licensee
      pursuant to Clause 4, STFC grants the Licensee, for the duration of this
      agreement, an indefinite, non-exclusive, non-transferable licence to use
      the Software solely for personal use on the terms and conditions of this
      Agreement provided that:

      2.1.1 the Licensee must be employed by, or a student of, a non-profit
            educational, academic or research institute;

      2.1.2 the Licensee may not distribute any of the Software to any third
            party, or share its use with any third party (regardless of whether
            such third party is from the same institution), and the Licensee
            may not sub-license the use of any of the Software;

      2.1.3 the Licensee may not use the Software for any commercial purposes;
            and

      2.1.4 the Licensee may not copy any of the Software except for the
            purposes of making a reasonable number of back-up copies, nor may
            the Licensee modify the Software or incorporate or imbed it into
            any other software products, except to optimise its performance for
            the Licensee's use on a particular platform.

2.2   The licence granted in clause 2.1 relates only to the release of the
      Software at the date of this Agreement.  The Licensee must acquire a new
      licence from STFC to use any future release of the Software.

2.3   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 the Software.

2.4   In any published work produced by the Licensee which includes results
      achieved by using the Software, the Licensee shall acknowledge that the
      Software was used in producing the results contained in such publication
      by including the following citation: "HSL, a collection of Fortran codes
      for large-scale scientific computation. See http://www.hsl.rl.ac.uk/".

3 WARRANTIES AND LIABILITY

3.1   The Software is supplied as is, including any faults.

3.2   To the maximum extent permitted by the law, STFC excludes all warranties
      conditions or other terms that may be implied into this Agreement whether
      by law, statute or otherwise.

3.3   STFC gives no condition, warranty or other term whatsoever, either
      express or implied including, without limitation, any condition, warranty
      or other term as to the condition of the Software, that the Software is
      free from any Harmful Element, or as to satisfactory quality, fitness for
      a particular purpose, non-infringement, or use of reasonable care and
      skill.

3.4   To the extent permitted under applicable law, STFC shall not be liable in
      contract, tort or otherwise for any loss or damage, howsoever arising in
      connection with the Software. Accordingly, the Licensee acknowledges and
      accepts that it uses the Software at its own risk.

3.5   STFC shall not be liable for any indirect, special, or consequential
      damages, or loss of profit, whether such damages or losses are known,
      foreseen, foreseeable or unforeseen. Nothing in this Agreement shall
      limit STFC's liability for negligently caused death or personal injury
      or fraud.

4 NON-DISCLOSURE AGREEMENT

4.1   In consideration of the disclosure by STFC to the Licensee of the
      Software, the Licensee undertakes that it will respect and preserve the
      confidentiality of the Software for a period of five years after the date
      of such disclosure (subject to clause 4.2 below).

4.2   The obligations contained in this clause 4 shall not apply, or shall
      cease to apply, to such part of the Software as the Licensee can show to
      the reasonable satisfaction of STFC:

4.2.1 has become public knowledge other than through the fault of the Licensee;
      or

4.2.2 was already known to the Licensee prior to disclosure to it by STFC; or

4.2.3 has been received from a third party who neither acquired it in
      confidence from STFC, nor owed STFC a duty of confidence in respect of it.

5 PROPERTY RIGHTS

5.1   The Software is proprietary to STFC. The Licensee acknowledges that any
      disclosure pursuant to this agreement shall not confer on the Licensee
      any Intellectual Property or other rights in relation to the Software.

5.2   Ownership of all complete or partial copies of the Software shall at all
      times remain with STFC. The Licensee agrees to mark any copies of the
      Software which it may make in any tangible medium with a notice that such
      copy belongs to STFC.

6 TERMINATION

6.1   The Licensee may terminate the Agreement at any time by giving at least
      30 days' prior written notice to STFC.

6.2   The Agreement shall terminate automatically in the event that the
      Licensee no longer fulfils the requirements of clause 2.1.1.

6.3   STFC may terminate the Agreement immediately on giving notice in writing
      to the Licensee if the Licensee commits any serious breach of any term of
      this Agreement and fails (in the case of a breach capable of being
      remedied), within 10 days after the receipt of a request in writing from
      the STFC to do so, to remedy the breach (such request to contain a
      warning of the STFC's intention to terminate).

6.4   Immediately upon the termination of the Agreement the Licensee shall
      destroy the Software and all copies of the whole or any part thereof and
      certify in writing to STFC that they have been destroyed.

6.5   Any termination of this Agreement (howsoever occasioned) shall not affect
      any accrued rights or liabilities of either party nor shall it affect the
      coming into force or the continuance in force of any provision in this
      Agreement which is expressly or by implication intended to come into or
      continue in force on or after such termination.

7 GENERAL

7.1   STFC may assign any of its rights and obligations under this Agreement,
      upon written notice, to any affiliated organization or to a statutory
      successor. Any assignment shall be subject to the assignee undertaking to
      observe the terms and conditions of this Agreement.

7.2   The Licensee may not assign, transfer, charge, sublicense or otherwise
      deal in or dispose of in whole or in part any of its rights or
      obligations under this Agreement without the prior written consent of
      STFC (such consent not to be unreasonably withheld or delayed).

7.3   Nothing in this Agreement will constitute or will be deemed to constitute
      between the parties a partnership, association, joint venture or other
      co-operative entity, or constitute the relationship of principal and
      agent.

7.4   Neither party shall have any liability under or be deemed in breach of
      this Agreement for any delays or failures in performance of this
      Agreement which result from circumstances beyond the reasonable control
      of that party including, without limitation, fire, explosion, flood,
      tempest, unusually adverse weather conditions, failure or shortage of
      power supplies, war, hostilities, riot or acts of terrorism. The party
      affected by such circumstances shall promptly notify the other party in
      writing when such circumstances cause a delay or failure in performance
      and when they cease to do so. If circumstances continue for a continuous
      period of one (1) month, either party may terminate this Agreement by
      written notice to the other party.

7.5   No forbearance, delay or indulgence by either party in enforcing the
      provisions of this Agreement shall prejudice or restrict the rights of
      that party nor shall any waiver of its rights operate as a waiver of any
      subsequent breach and no right, power or remedy herein conferred upon or
      reserved for either party is exclusive of any other right, power or
      remedy available to that party and each such right, power or remedy shall
      be cumulative.

7.6   This Agreement supersedes all prior agreements, arrangements and
      understandings between the parties and constitutes the entire agreement
      between the parties relating to the subject matter hereof (save that
      neither party seeks to exclude liability for any fraudulent
      pre-contractual misrepresentation upon which the other party can be shown
      to have relied). The Licensee hereby warrants to STFC that the Licensee
      has not been induced to enter into this Agreement by any prior
      representations or warranties, whether oral or in writing, except as
      specifically contained in this Agreement and the Licensee hereby
      irrevocably and unconditionally waives any right it may have to claim
      damages for any misrepresentation not contained in this Agreement or for
      breach of any warranty not contained herein (unless such
      misrepresentation or warranty was made fraudulently and was relied upon
      by the Licensee) and/or to rescind this Agreement. No addition to or
      modification of any provision of this Agreement shall be binding upon the
      parties unless made by a written instrument signed by a duly authorised
      representative of each of the parties.

7.7   Notwithstanding that the whole or any part of any provision of this
      Agreement may prove to be illegal or unenforceable the other provisions
      of this Agreement and the remainder of the provision in question shall
      remain in full force and effect.

7.8   The parties confirm their intent not to confer any rights on any third
      parties by virtue of this Agreement and accordingly the Contracts (Rights
      of Third parties) Act 1999 shall not apply to this Agreement.

7.9   This agreement shall be interpreted and construed in accordance with the
      laws of England and Wales. The English Courts will have exclusive
      jurisdiction to deal with any dispute which has arisen or may arise out
      of or in connection with this Agreement, however STFC may enforce the
      Licensee's obligation of confidence in the courts of any jurisdiction
      having competence to issue an injunction directly enforceable against
      the Licensee.