INTELLECTUAL PROPERTY LICENCE – WINNERS’ USE OF CHARTIS MARKS AND REPORT CONTENT

1. Definitions

In this agreement, the following definitions apply:

“Chartis Marks” means Chartis’ trade marks, service marks, registered trade marks, logos, brand names and corporate name, including (without limitation) any winners’ badge, award logo or seal issued by Chartis from time to time in connection with the Reports.

“Licence Fee”means the fee payable by the Licensee to Chartis for the rights granted under clause 3, as set out in the Order Form or as otherwise agreed in writing between the parties.

“Licensed Materials” means such Chartis Marks and Report Extracts as Chartis expressly authorises the Licensee to use pursuant to clause 3.

“Order Form” means the order confirming the principal commercial terms to which the licence granted pursuant to clause 3 hereof is provided.

“Permitted Purpose” means the Licensee’s own external promotional, marketing and public-relations activities solely in connection with, and to the extent necessary to publicise, the Licensee’s ranking or recognition in the relevant Report, and for no other purpose.

“Reports” means any benchmark ranking report, index, scorecard or related publication produced or commissioned by Chartis, whether published in print or digital form, including all updates, supplements and editions thereof.

“Report Extracts” means any text, data, rankings, scores, charts, graphics, commentary, analysis or other content extracted or derived from a Report.

2. Ownership of Intellectual Property

2.1 Chartis is and shall remain the sole and exclusive owner of all intellectual property rights in and to the Reports, Report Extracts and Chartis Marks, including all copyright, database rights, trade marks and other proprietary rights (whether registered or unregistered). Nothing in this agreement or elsewhere in this Agreement shall operate to transfer, assign or otherwise vest in the Licensee any right, title or interest in or to any such intellectual property.

2.2 The Licensee acknowledges that: (a) any use of the Reports, Report Extracts or Chartis Marks beyond the scope of the licence granted under clause 3 constitutes an infringement of Chartis’s intellectual property rights; and (b) it shall not acquire any goodwill in the Chartis Marks by reason of any permitted use, such goodwill accruing exclusively to Chartis.

3. Grant of Licence

3.1 Conditional grant. Subject to the Licensee’s continuing compliance with this agreement, Chartis grants to the Licensee a limited, perpetual, non-exclusive, non-sublicensable, non-transferable, revocable licence to use the Licensed Materials solely for the Permitted Purpose.

3.2 Licence Fee. The Licensee shall pay Chartis the Licence Fee in accordance with the payment terms set out in the Order Form or, if no payment terms are set out in the Order Form, within 14 days from receipt of a valid invoice.

4. Conditions of Use

4.1 The Licensee shall, in connection with any use of the Licensed Materials:

(a) use the Licensed Materials only in the exact format, specification and context approved in writing by Chartis from time to time, including any brand guidelines issued by Chartis from time to time;

(b) include such attribution, credit lines or disclaimer text as Chartis may specify;

(c) not alter, modify, distort, crop, recolour or add to any Chartis Mark or Report Extract in any manner whatsoever;

(d) not combine any Chartis Mark with the Licensee’s own trade marks or any third-party marks in a manner that could imply joint ownership, endorsement or affiliation beyond the scope of the Permitted Purpose;

(e) not use any Chartis Mark or Report Extract in a manner that, in Chartis’s reasonable opinion, is misleading, inaccurate, derogatory, defamatory or otherwise harmful to Chartis’s reputation or goodwill; and

(f) not use any Chartis Mark or Report Extract in connection with any product, service or activity other than that directly relating to the Licensee’s ranking or recognition in the relevant Report.

4.2 For the avoidance of doubt, the Licensee shall not, without Chartis’ separate prior written consent (which may be subject to an additional fee):

(a) reproduce, distribute, sublicence or make available any Report in whole or in substantial part;

(b) use any Report Extract in a manner that could substitute for, or reduce the commercial value of, the Report from which it is drawn;

(c) use any Chartis Mark or Report Extract in any manner that implies a broader or ongoing endorsement by Chartis of the Licensee’s products or services; or

(d) use any winners’ badge or award logo in connection with a Report edition other than the specific edition in which the Licensee was ranked.

5. Suspension and Termination

5.1 Chartis may, by written notice to the Licensee, immediately suspend or terminate the licence granted under clause 3.1 if:

(a) the Licensee uses or has used any Licensed Materials in breach of this agreement;

(b) the Licence Fee is not paid in full by the due date;

(c) the Licensee is subject to an insolvency event; or

(d) Chartis, acting reasonably, considers that the Licensee’s use of any Licensed Material is or may be damaging to Chartis’s reputation or brand.

5.2 Upon termination of the licence for any reason, the Licensee shall immediately cease all use of the Licensed Materials.

5.3 Termination of the licence shall not affect any accrued rights or remedies of Chartis, including Chartis’s right to claim damages in respect of any prior unauthorised use.

6. Indemnity

The Licensee shall indemnify, defend and hold harmless Chartis and its officers, employees and agents against all losses, damages, costs (including reasonable legal costs) and expenses arising out of or in connection with: (a) any use of the Chartis Marks or Report Extracts by the Licensee otherwise than in accordance with this agreement; or (b) any breach by the Licensee of the representations, warranties or obligations set out in this clause.

7. General

7.1 No wider licence. Other than as expressly provided in this clause, nothing in this agreement shall vest in the Licensee any right in or to any intellectual property rights owned

or used under licence by Chartis (or any of its affiliates), all of which shall at all times remain the exclusive property of Chartis and its affiliates.

7.2 Mutual trade mark licence. The Licensee grants Chartis a non-exclusive, non-sublicensable licence to use the Licensee’s trade marks, trade names and corporate name solely for the purpose of identifying the Licensee as a ranked vendor in the Reports and associated promotional materials produced by Chartis.

7.3 Enforcement.The Licensee shall promptly notify Chartis of any actual or suspected infringement of the Chartis Marks or any Report by any third party of which it becomes aware. Chartis shall have sole discretion as to whether and how to pursue any such infringement.

7.4 Variation. Chartis may update the brand guidelines, approved formats or specification for the Licensed Materials at any time on written notice to the Licensee. Chartis may require the Licensee to update any online materials bearing the Licensed Materials to reflect the change within 30 days of such notice, but Chartis shall not act unreasonably in requiring the Licensee to implement that change. For the avoidance of doubt, the Licensee shall not be required to withdraw, destroy or reprint any printed materials bearing the Licensed Materials that were produced prior to the date of the notice, provided that any such printed materials are not reprinted, reordered or reproduced after that date without incorporating the updated Licensed Materials.

7.5 Entire agreement. This agreement constitutes the entire agreement and understanding of the parties and supersedes any previous agreement between the parties relating to the subject matter of this agreement. Each of the parties acknowledges and agrees that in entering into this agreement it does not rely on, and shall have no remedy in respect of, any statement, representation, warranty or understanding (whether negligently made or not) of any person (whether party to this agreement or not) other than as expressly set out in this agreement.

7.6 Governing law and jurisdiction. English law governs this agreement and the parties submit to the exclusive jurisdiction of the courts of England and Wales in respect of all claims (including non-contractual claims).