TRACK SURVEYS LIMITED, a limited liability company registered in England and Wales with registered number 03927228 and whose registered office is at Griffins Court, 24-32 London Road, Newbury, Berkshire, RG14 1JX (the "Supplier");

1 DEFINITIONS

For the purposes of this Agreement, the following terms shall have the following meanings:

Track Surveys Framework and Infrastructure, and Track Product/Products, mean the software developed and customised by Track Surveys Ltd as requested by the Customer.

"Customer Information" means

a)       Information specific to, and provided by, the Customer to Track Surveys, such as, but not exclusively, any assessment questionnaires, forms or reports to enable delivery of those questionnaires, forms or reports online

b)      Employee or other titles, names and information provided by the Customer to Track Surveys

c)       Track Surveys will never allow any other organisations to view or use the Customer's particular questionnaire or assessment. These are always completely confidential. In such a case, you (or your organisation) retain ownership of any content developed for, or by, your organisation.

It should be noted however that a Customer's questionnaire or assessment may resemble those developed by other Customers of Track Surveys, in wording, subject matter or other aspects, as inevitably many organisations want to measure similar skills and capabilities. This may also be the case if the Customer chooses to use the Track Question Banks as a basis for its survey, assessment or appraisal.

2 TERMS OF USE

2.1 The System

(a)                 Track Surveys Ltd will provide the Customer with access to Track Product/Products for the purpose of carrying out assessments, evaluations or surveys for the Customer's employees only (including part-time employees or contractors if relevant).

(b)                 Any other use of the System or extension of its use, or its Sub-licensing to the Customer's clients or to any other third parties, is prohibited unless agreed with Track Surveys (see Clause 3 below).

2.2 Ownership

(a)                 All Customer Information provided by the Customer to Track Surveys remains the property of the Customer at all times.

(b)                 The Track Surveys Framework and Infrastructure, underlying technology and online Product/Products remain the property of Track Surveys at all times.

Track Surveys warrants to the Customer that it, Track Surveys Ltd, owns the Intellectual Property Rights relating to the Track Surveys Framework and Infrastructure, and that it has the right to licence the Track Surveys Framework and Infrastructure, and the Track Product/Products, for other applications as appropriate.

3 RESTRICTIVE USE AND SUB-LICENSING

3.1 The Customer can use the Track Product/Products freely, internally or externally, with its employees (and external participants in feedback, assessment etc.), without the need for any other licences, subject to the restrictions already stated in this agreement.

3.2 The Customer agrees that the Track Product/Products will not be used or redeveloped for any purpose other than as provided by this Agreement. The Customer also agrees that no unauthorised use of the software will take place by its staff, and agrees that its Terms of Engagement will require that no unauthorised use of the software will take place by its employees, clients or any other parties.

3.3 No sub-licensing can take place without the express agreement of the Track Surveys Ltd.

4 ASSIGNMENT

Neither Party shall assign, transfer, charge or deal in any other manner with this Agreement or any of its rights under it, or purport to do any of the same, nor sub-contract any or all of its obligations under this Agreement.

5 LIMITATION OF LIABILITY

5.1 Consequential loss

Track Surveys accepts no liability whatsoever for any consequential loss or damage suffered by the Customer or any other party in relation to the use or operation of the Track Product/Products in their business.

Data and applications are provided through a secure web-hosting service, operated by a Third Party web-hosting supplier. Track Surveys accepts no liability for any service issues or down-time of the Track Surveys arising from it use of the web-hosting services provided by any third party suppliers.

5.2 Professional indemnity insurance

Notwithstanding clause 7.1, Track Surveys accepts the obligation to maintain appropriate professional indemnity insurance up to a level of at least �1 million and agrees to provide the Customer with details of its professional indemnity insurance.

6DATA PROTECTION ACT

Track Surveys shall, at all times, be registered under and comply with the Data Protection Act 1998 in all of its dealings with the Customer Review Data.

7 CONFIDENTIALITY

7.1 Confidential Information

For the purposes of this Agreement, Confidential Information shall mean:

(a)     The existence and terms of this Agreement.

(b)    All information disclosed by one Party to the other (including, for the avoidance of doubt, all information originating from the Customer's clients and to which Track Surveys has access as a result of this Contract), which:

i. was disclosed during discussions that have taken place or is disclosed during discussions that take place between the Parties; or ii. is marked or otherwise designated to show that it is confidential; or iii. would be regarded as confidential by a reasonable business person;

except to the extent that such information is already in the public domain at the time of disclosure or enters the public domain otherwise than by a breach of any obligation of confidentiality.

7.2 Use of Confidential Information

Each Party shall keep confidential all Confidential Information and use it only for the purpose of exercising or performing its rights and obligations under this Agreement.

7.3 Disclosure

Each Party may disclose Confidential Information to its employees, officers, professional advisers, sub-contractors or agents, provided that such persons:

(a)     need to know the Confidential Information for the purpose of exercising or performing the Party's rights and obligations under this Agreement; and

(b)     have been informed of the confidential nature of the Confidential Information divulged; and

(c)     have agreed to act in compliance with the confidentiality requirements of this Agreement.

7.4 No breach

It shall not be a breach of this Agreement for either Party to disclose Confidential Information to the extent they are required to do so pursuant to law or any professional or regulatory obligation.

7.5 Third Parties

Neither Party will disclose Confidential Information to any third party, other than those referred to in this Agreement without the prior written consent of the other Party.

7.6 Indemnity

Each Party agrees to indemnify and keep indemnified the other Party from and against all costs, claims, demands, liabilities, expenses, damages or losses (including, without limitation, any direct or consequential loss, loss of profit and loss of reputation, and all interest, penalties, legal and other professional costs and expenses) arising out of or in connection with breach of this clause by any third party to whom Confidential Information has been disclosed by the first mentioned Party.

7.7 Remedies

Without prejudice to any other rights or remedies that each Party may have, both Parties acknowledge and agree that damages alone would not be an adequate remedy for any breach of this clause. Accordingly, each Party shall be entitled, without proof of special damages, to the remedies of injunction, specific performance or other equitable relief for any threatened or actual breach of the provisions of this clause.

7.8 No licence

Nothing in this Agreement shall be construed as granting to the Parties any licence in respect of the Confidential Information.

7.9 Termination

Upon termination of this Agreement, or at the written request of the other Party, each Party shall return to the other Party all Confidential Information within 7 days, subject to the retention by each party of appropriate and reasonable professional records.

7.10 Survival

Subject to the other terms of this Agreement, the terms of this clause shall continue to apply notwithstanding termination of this Agreement or any other cessation of any business relationship between the Parties.

8 GOVERNING LAW AND JURISDICTION

8.1 Law

This agreement shall be governed by and construed in accordance with the law of England and Wales.

8.2 Jurisdiction

Each Party irrevocably agrees to submit to the exclusive jurisdiction of the courts of England and Wales over any claim or matter arising under or in connection with this Agreement.

APPENDIX to this document:

SUPPORT AND SERVICE LEVEL AGREEMENT

For the Track System, Product/Products as specified in the Project Setup Form:

a. Assurance of Supply

The online Track System, Product/Products will be available to users and the Customer's HR Team during UK office hours (Monday -Friday 09:00 to 17:30) and out of office hours.

Queries, requests for support and other related matters will be dealt with during office hours. E-mail support will be available to users during office hours (where first �line support is included), or to the Customer's HR Team (where second-line support is included).

Support is available using an online form, at a Track Surveys email address (to be provided) and to the Customer's HR Team by phone (number to be provided).

Response to support queries is normally available within 1-2 hours of the request being received by the Track Surveys support desk. Our service level commitment is to respond within one working day of receipt of the support query at the very latest.

Primary and escalation contacts are shown below.

b. Quality of Service

- Customer's users to be able to use and interact with Track System, Product/Products online

- Customer's HR Team to be able to run the process as described

- Reporting to be provided to Customer's HR Team as agreed

c. Required Performance Level for the Track System, Product/Products

Track Surveys will use its best endeavours to ensure that the service will be available to the Customer for 99.5% of the time during office hours, measured over a calendar month.

d. Support contacts and escalation

Please ask us for up to date contact details