Benchmarking Tool - License Agreement

THIS AGREEMENT made by and between:

HIS MAJESTY THE KING IN RIGHT OF CANADA as represented by the Minister of Natural Resources, acting through CanmetENERGY (formerly known as the CANMET Energy Technology Centre - Varennes), having a place of business at 1615 Lionel-Boulet P.O. Box 4800, Varennes, QC, CANADA J3X 1S6 (hereinafter collectively referred to as "Licensor"),

AND

YOU THE SOFTWARE USER; hereinafter referred to as "Licensee".

WHEREAS Licensor has the right to grant a licence for software known as the K-12 School RCx Benchmarking Tool (hereinafter referred to as "SOFTWARE"); and

WHEREAS Licensee wishes to obtain a non-exclusive license to use the SOFTWARE.

NOW THEREFORE, in consideration of the premises and covenants hereinafter contained, the Parties agree as follows:

1. DEFINITIONS

1.1 "Evaluation Results" shall mean Licensee's written or verbal comments regarding the use of the SOFTWARE.

2. GRANT OF LICENCE

2.1 Upon the terms and conditions hereinafter set forth, Licensor hereby grants to Licensee a non-exclusive licence to use the SOFTWARE.

2.2 Licensee shall not disclose, sell, loan, transfer, reverse-engineer or sublicense the SOFTWARE or otherwise assign any rights under this Agreement to any third party without the written permission of Licensor.

3. TERM

3.1 USE of the SOFTWARE by the Licensee signifies that the Licensee accepts all terms and conditions of this license Agreement. This license shall come into force immediately upon the initiation of SOFTWARE download from the Website or upon first instance of SOFTWARE use by the Licensee.

3.2 This license Agreement shall remain in force until terminated by a) Licensor as a result of Licensee breach of this Agreement at which time the Licensee agrees to destroy or return all copies of the SOFTWARE to the Licensor or, b) Licensee destroys all copies of the SOFTWARE or returns them to the Licensor.

3. OBLIGATIONS OF THE LICENSEE

4.1 The Licensee shall be responsible for obtaining the Microsoft® Excel spreadsheet SOFTWARE that is required to run the SOFTWARE.

4.2 The Licensee shall provide the Licensor with complete and accurate contact information including name, organisation name, address, phone, fax and e-mail address in order to facilitate communication of information relating to the SOFTWARE.

4.3 The Licensor requests that the Licensee provides Evaluation Results should the Licensee experience technical errors, bugs or other difficulties in using the SOFTWARE. If requested by the Licensor, the Licensee shall provide the Licensor with data files and related information required to reasonably interpret the Evaluation Results.

4.4 The Licensee shall not make any statement or representation indicating that the Licensor or the Government of Canada endorses or approves any recommendation, study, report, product, service or other course of action as a result of the Licensee’s use of the SOFTWARE.

4.5 The Licensee shall obtain consent from Licensor before publishing in whole or in part any publications or publicity referring to the use of the SOFTWARE. Such consent shall not be unreasonably withheld. Such publication shall a) duly acknowledge Licensor's ownership of the SOFTWARE b) provide a proper citation of the SOFTWARE, and c) not state any critical results except if expressed so for the purpose of comparison with real data.

4.6 Licensee publications referring to the SOFTWARE must state the origin of the SOFTWARE. Licensee shall seek prior written approval for any other statements concerning Licensor beyond the origin of the SOFTWARE.

5. MAINTENANCE AND SUPPORT

5.1 It is understood and agreed that Licensor is under no obligation to provide technical support, maintenance services, update services, notices of latent defects, or correction of defects for the SOFTWARE.

6. TITLE

6.1 Licensee agrees that the SOFTWARE is and shall at all times remain the property of the Licensor. The Licensee shall have no right, title and interest therein or thereto except as expressly set forth in this Agreement.

7. WARRANTY AND INDEMNITY

7.1 THE SOFTWARE IS LICENSED ON AN "AS IS" BASIS AND LICENSOR MAKES NO GUARANTEES, REPRESENTATIONS, OR WARRANTIES RESPECTING THE SOFTWARE, EITHER EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE, INCLUDING BUT NOT LIMITED TO EFFECTIVENESS, COMPLETENESS, ACCURACY, OR FITNESS FOR A PARTICULAR PURPOSE.

7.2 LICENSEE SHALL DEFEND AT ITS OWN EXPENSE ANY CLAIM, SUIT OR PROCEEDINGS BROUGHT AGAINST LICENSEE OR LICENSOR, INSOFAR AS IT ARISES FROM LICENSEE'S USE OF THE SOFTWARE AND SHALL INDEMNIFY AND HOLD LICENSOR HARMLESS FROM ALL CLAIMS, DAMAGES, COSTS AND EXPENSES INCURRED OR SUFFERED BY LICENSOR ARISING FROM LICENSEE'S USE OF THE SOFTWARE. IN THIS ARTICLE, LICENSOR INCLUDES ITS MINISTERS, OFFICERS, EMPLOYEES, AND AGENTS.

8. TERMINATION

8.1 If Licensee breaches any obligation under this Agreement and fails for fifteen (15) days after notice from Licensor specifying the breach to remedy that breach, then Licensor may terminate this Agreement forthwith by notice in writing to Licensee.

8.2 If this Agreement is terminated pursuant to article 8.1 Licensee agrees to immediately return to Licensor all copies of the SOFTWARE and related documentation, and to ensure that the SOFTWARE contained on any media in Licensee's possession has been completely erased or otherwise destroyed.

9. DESTRUCTION

9.1 Prior to disposing of any media, Licensee shall ensure that any SOFTWARE contained on such media has been completely erased or otherwise destroyed.

10. APPLICABLE LAW

10.1 This Agreement shall be interpreted in accordance with the laws in force in the Province of Québec.

11. GENERAL CONDITIONS

11.1 No member of the House of Commons or the Senate shall be admitted to any share or part of this Agreement or to any benefit to arise herefrom.

11.2 No former public office holder who is not in compliance with the post-employment provisions of the Conflict of Interest and Post-Employment code for Public Office Holders shall derive a direct benefit from this Agreement.

12. NOTICES

12.1 All notices, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given if delivered by hand or if sent by first class prepaid mail or facsimile:

To Licensor:

CanmetENERGY

Natural Resources Canada

1615 Lionel-Boulet P.O. Box 4800

Varennes, QC, CANADA J3X 1S6

Fax: +1-450-652-0999