In this Agreement, unless the context otherwise requires, the following expressions have the following meanings;

“CD-ROM” means compact disk read only memory;

“CPU” means Central Processing Unit;

“Concurrent Use” means the simultaneous Use of the Licensed Software Product by not more than five users of the Licensee;

“Distributor” shall mean the Co-Proprietor supplying the Licensed Software Product to the Licensee;

“IMBA” means the suite of executable software modules owned and quality assured by NRPB which perform the actual calculations of intakes and/or doses resulting from intakes of radionuclides, and the associated radionuclide database files;

“IMBA ExpertÔ” means the co-developed software editions entitled IMBA ExpertÔ USDOE-Edition, IMBA ExpertÔ CANDU-Edition, or IMBA ExpertÔ OCAS-Edition, written in Microsoft Visual Basic 6 such that the User can perform bioassay calculations and dose assessments utilizing IMBA, together with the incorporated HTML Help files and Technical Documentation;

“Licensed Software Product” means the compiled software package as defined in the SCHEDULE, which incorporates the IMBA and IMBA ExpertÔ software codes, HTML Help files and Technical Documentation;

“Microsoft Visual Basic® 6.0” means the current (as of August, 2001) version of Microsoft’s Windows software application development system, where Visual Basic is a registered trademark of Microsoft Corporation.

“HTML Help File” means the compiled file written in Hypertext Markup Language (and incorporated in the Licensed Software Product) to assist the User in navigating the software’s User interface and in performing the various calculation tasks for which the software is designed.

“Technical Documentation” means the material incorporated in the HTML Help File which gives technical descriptions of IMBA, the methods used by IMBA to perform the various calculations, the quality assurance procedures applied to all IMBA ExpertÔ Software, and the sources of any recommended reference numerical values used in calculations.

“Installation Instructions” means the written instructions provided to the User to enable the User to install the Licensed Software Product on the User’s computer systems;

“License” has the meaning expressed in Clause 3.1;

“License Fee” means the License fee specified in the Schedule for the Use of the Developed Software payable by the Licensee to the Co-Proprietor/Distributor;

“Location” means the location specified in the Schedule;

“RAM” means random access memory;

“Software Distribution Agreement” means the agreement dated April 2^nd, 2003 between  the Co-Proprietors regarding Distribution of the Developed Software;

“Support Services” means the services provided by the Distributor to the Licensee specified in Clause 4.2;

“Support Software” means support or diagnostic software provided by the Distributor to the Licensee as part of the Support Services (if any);

“Systems” means the Licensee’s computer systems referred to in the Schedule;

“Use” means and is limited to:

(a)           utilization of the Licensed Software Product by copying, transmitting or loading the same into the temporary memory (RAM) or installing into the permanent memory of the System for the processing of the System instructions or statements contained in such Software Product;

(b)           copying the Licensed Software Product which is in machine-readable form for use by the Licensee on the Systems specified in Clause 3.2;

(c)           storing the whole or any part of the Licensed Software Product on the System or other storage unit or disk;

(d)           utilizing (but not copying) the HTML Help Files including the Technical Documentation in HTML format.  However, as per Sub-Clause 13.1 below, on written application to ACJ & Associates, Inc., permission will be granted to the Licensee for any disclosure of Help File materials and Technical Documentation (in hard copy) required by any governmental agency having regulatory authority over the Licensee.

2.             THE AGREEMENT

2.1.          NRPB and  ACJ  are the joint proprietors of the Licensed Software Product, which the Licensee has selected to run on the Systems pursuant to the License.

2.2.          Under the Software Distribution Agreement the Co-Proprietors are entitled to distribute the Licensed Software product within defined territories and to License End-Users to Use the Licensed Software Product in accordance with the terms of this Agreement.

2.3.          This agreement may be executed by either of the Co-Proprietors. Any Agreement executed by one co-proprietor shall be binding on both Co-Proprietors.

3.             LICENSE

3.1.          Upon execution and return of this Agreement to the Distributor and payment of the one-time License Fee to the Distributor, the Distributor grants and the Licensee accepts a non-exclusive, non-transferable License to Use the Licensed Software Product concurrently on not more than five of the Licensee’s Systems;

3.2.          The License entitles the Licensee only to:

3.2.1.       receive from the Distributor one master copy of the Licensed Software Product for Use on the Licensee’s Systems on media appropriate to the Systems, together with the necessary Installation Instructions and HTML Help File to install and Use the same;

3.2.2.       load, install and Use the Licensed Software Product on the CPUs of the Licensee’s Systems with not more than five concurrent users;

3.2.3.       load, install and Use the Licensed Software Product on a portable, lap-top or home computer where the Licensed Software Product is permanently installed on the hard disk(s) or other storage device(s) of the Licensee’s Systems (but not a file server) for Use by the Licensee’s relevant employee(s) or persons contracted by the Licensee to perform calculations in support of the Licensee’s dosimetry program;

3.3.          A person contracted by the Licensee to Use the Licensed Software Product (including the Help Files and Technical Documentation) to perform calculations in support of the Licensee’s dosimetry program shall be required to Register with the Distributor in order to obtain written permission for such Use.  The Licensee’s Contractor shall be required to sign an Agreement with the Co-Proprietors to the effect that, on termination of the Contract with the Licensee that requires the Contractor to Use the Licensed Software Product in support of the Licensee’s dosimetry program; (i) the Licensee’s Contractor shall, within fourteen (14) days after the date of such termination, return the Licensed Software Product (including the Help Files and Technical Documentation) to the Licensee, and (ii) the Licensee’s Contractor shall retain no copies of the Licensed Software Product (including the Help Files and Technical Documentation).  On being granted the Co-Proprietors written permission, the Licensee’s Contractor shall then be entitled to Use the Licensed Software Product (including the Help Files and Technical Documentation), but expressly and only in support of the Licensee’s dosimetry program. 

4.             SUPPORT SERVICES

4.1.          The Co-Proprietors undertake to provide Support Services in respect of the Licensed Software Product upon the terms and subject to the conditions contained in this Agreement.

4.2.          Support Services provided by the Co-Proprietors under this Agreement shall be limited to:

4.2.1.       reasonable Help Desk facilities by e-mail at the address imba@acj-associates.com for users outside the EC and associated states and alan.birchall@nrpb.org for users with the EC and associated states;

4.2.2.       reasonable Help Desk facilities by telephone (509) 375-7718 between 08:00 and 17:00 Pacific Daylight Time (U.S.) Monday to Friday (excluding U.S. national holidays) for users outside the EC and associated states and +44 (0) 1235 822655 Monday to Friday for users within the EC and associated states;

4.2.3.       such Help Desk facilities (4.2.1 and 4.2.2 above) shall be available free of charge to the Licensee for the period of one calendar year after initial delivery of the Licensed Software Product, and shall be limited to User help with the installation and operation of the Licensed Software Product for the purposes for which it was designed. Future support may be available at the discretion of the Co-Proprietors but may be subject to an additional charge;

4.2.4.       correction of critical errors or assistance to overcome problems.  The Co-Proprietors  may, in their sole discretion, correct errors by “patch” or by new version;

4.2.5.       receiving information on upgraded versions of the Licensed Software Product. For the purposes of this Agreement, upgraded versions of the Licensed Software Product shall mean enhancements, improvements or modifications to the Licensed Software Product.  The Co-Proprietors may, on request by the Licensee, provide upgraded versions of the Licensed Software Product.  Such upgraded versions shall be subject to an additional Sub-License Fee which shall be agreed between the Licensee and Distributor in advance;

4.2.6.       receiving the Co-Proprietors’ bulletin reports of errors.

5.             LICENSE FEE AND SUPPORT CHARGES

5.1.          The License Fee is payable by the Licensee to the Distributor in advance.  Once the fee has been received by the Distributor, the Licensed Software Product will be dispatched. These arrangements may be amended at the discretion of the Distributor.

5.2.          Any Support Charges for Help Desk support beyond the initial one-year period of free Help Desk support, and any additional Technical and/or Scientific Support Services related to applications of the Licensed Software Product shall be provided by the Distributor, in its sole discretion.  Charges for such additional Support Services shall be agreed between the Licensee and Distributor in advance, and shall be invoiced by the Distributor.

5.3.          The Distributor may, in its sole discretion, offer to provide such additional Support Services on a renewable annual basis, for which the Support Charge would be invoiced and payable in advance.

5.4.          All charges herein before referred to are exclusive of and net of any taxes, duties or such other additional sums including, but without prejudice to the foregoing generality, value added or purchase tax, excise tax, tax on sales, property or use; import or other duties, whether levied in respect of this Agreement, the Licensed Software Product, its use or otherwise.

6.             SOFTWARE SUPPORT AND ENHANCEMENT

6.1.          The Distributor offers Support Services and enhancement of the Licensed Software Product in accordance with the provisions of this Agreement.  As part of such Support, the Distributor may provide the Licensee with Support Software and in such an event the Support Software shall be subject to the terms of the Sub-License above but limited to the extent of the Support Services only.

6.2.          Where the Licensed Software Product is dependent upon other software or other products, the Licensee shall not receive Support Services in respect of the Licensed Software Product without also having such other software or products with respect to which the Licensed Software Product depends.

6.3.          The Distributor shall charge additionally for services requested by the Licensee which are not specifically covered by this Agreement, such charge shall be agreed between the Co-Proprietors and the Licensee in writing prior to the provision of any such services.

7.             LICENSEE’S UNDERTAKINGS

7.1.          The Licensee undertakes:

7.1.1.       not to copy the Licensed Software Product (other than for normal system operation and as specified in Clause 5 above) or the Support Software nor otherwise reproduce the same provided that the Licensee may copy the Licensed Software Product for back-up purposes or incidentally, in the course of converting the Licensed Software Product in accordance with 7.1.3 below;

7.1.2.       not to translate, adapt, vary, modify the Licensed Software Product or Support Software;

7.1.3.       not to disassemble, decompile or reverse engineer the Licensed Software Product or Support Software.

In addition, the Licensee undertakes:

7.2.          to maintain accurate and up-to-date records of the number and location of all copies of the Licensed Software Product and Support Software;

7.3.          to supervise and control Use of the Licensed Software Product and Support Software in accordance with the terms of this Agreement;

7.4.          to replace the current version of the Licensed Software Product and Support Software with the upgraded version forthwith upon receipt;

7.5.          to reproduce and include the copyright notices of  NRPB and ACJ on all and any copies, whether in whole or in part, in any form, including partial copies of the Licensed Software Product and Support Software made herein;

7.6.          not to provide or otherwise make available the Licensed Software Product or Support Software in whole or in part, in any form to any person other than the Licensee's employees or persons contracted by the Licensee to perform calculations in support of the Licensee’s dosimetry program without prior written consent from the Co-Proprietors;

7.7.          within thirty (30) days after discontinuance of this Agreement for whatever reason (other than with respect to the Support Services only), to return or destroy (as the Distributor shall instruct) the Licensed Software Product and, in the event of termination of the Support Services, the Support Software and all copies, in whole and in part, in any form including partial copies or modifications of the Licensed Software Product or Support Software received from the Distributor or made in connection with this Agreement and all documentation relating thereto and to furnish the Distributor with a certificate, certifying that the same has been done, unless the Licensee has obtained the Co-Proprietors’ prior written authorization to retain one copy for archive purposes for a period of time sufficient to either support the Licensee’s obligations to any agency having regulatory authority over the Licensee or to support litigation.

8.             SUPPORT NOT INCLUDED AND WHICH SHALL BE CHARGED FOR

8.1.          The following are not Support Services and additional fees shall be payable (as agreed by the Co-Proprietors) by the Licensee to the Distributor for these and for the avoidance of doubt such additional fees shall become part of the Support Charges:

8.1.1.       support of other software, accessories, attachments, machines, systems or other devices not supplied by the Distributor nor listed in the Schedule;

8.1.2.       rectification of lost or corrupted data arising for any reason other than the Distributor’s own negligence;

8.1.3.       support rendered more difficult because of any changes, alterations, additions, modifications or variations to the Licensed Software Product or the System or operating environment made by the Licensee;

8.1.4.       attendance to faults caused by using the Licensed Software Product outside design or other specifications or outside the provisions laid down in any documentation or manual supplied with the Licensed Software Product;

8.1.5.       diagnosis and/or rectification of problems not associated with the Licensed Software Product;

8.1.6.       loss or damage caused directly or indirectly by operator error or omission.

9.             WARRANTY

9.1.          The Licensee acknowledges that the Licensed Software Product and the Support Software in general are not error-free and agrees that the existence of such errors shall not constitute a breach of this Agreement.

9.2.          The Distributor expressly warrants that for a period of 180 days from the date of delivery (the “warranty period”) the Licensed Software Product, support Software and Support Documentation provided by the Co-Proprietors shall conform in all respects to the specifications set forth in the Preface to the User Manual.

9.3.          In the event that the Licensee discovers an error which substantially affects the Licensee's use of the same and notifies the Distributor of the error within the warranty period, the Distributor shall at its sole option either refund the License fee or use all reasonable endeavors to correct by patch or new release (at its option) that part of the Developed Software which does not so comply PROVIDED THAT such non-compliance has not been caused by any modification, variation or addition to the Developed Software or the Support Software not performed by the Distributor or caused by its incorrect use, abuse or corruption of the Licensed Software Product or the Support Software or by use of the Licensed Software Product or the Support Software with other software or on equipment with which it is incompatible.

9.4.