Second Variation Agreement to the Ordnance Survey Data Sub-Licence Agreement

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Second Variation Agreement to the Ordnance Survey Data Sub-Licence Agreement

(valid 1 August 2010 - 31 July 2011)

NOTE: This Second Variation Agreement takes effect from 1 August 2010 and amends some of the terms of both the original Ordnance Survey Data Sub-Licence Agreement and the First Variation of the agreement. Those terms in the original Sub-Licence Agreement, and in the First Variation, that have not been altered by the Second Variation Agreement still apply. The Sub-Licence, Variation Agreement and Second Variation Agreement must be read in conjunction with one another.

SECOND VARIATION AGREEMENT to THE ORDNANCE SURVEY DATA SUB-LICENCE AGREEMENT between the JISC Content Procurement Company Limited and you, the Sub Licensee.

THIS SECOND VARIATION AGREEMENT is made as of 1ST August 2010, the (Effective Date).

This Variation Agreement is made

Between:

THE JISC CONTENT PROCUREMENT COMPANY LIMITED (TRADING AS JISC COLLECTIONS (company registration number 05747339) a company incorporated in England and Wales and limited by guarantee whose registered office is at Ground Floor, Brettenham House South, Lancaster Place, LONDON, WC2E 7EN (JISC Collections); and
‘INSTITUTION NAME’ (Sub Licensee)

RECITALS:

WHEREAS by a Data Sub-Licence Agreement between JISC Collections and you as ‘Sub Licensee’ (the ‘Existing Agreement’), JISC Collections granted you access to and use of Ordnance Survey Data in accordance with the terms of the Existing Agreement;

AND WHEREAS the parties agreed to vary the Existing Agreement as set forth in the first variation agreement (‘Variation Agreement’);

AND WHEREAS the parties have now agreed to vary the Existing Agreement as set forth in this agreement (‘Second Variation Agreement’).

IT IS NOW AGREED AS FOLLOWS:

AGREEMENT

1.1 In consideration of the fee as referred to below, the parties hereto agree to amend the Existing Agreement as of 14th July 2010, as set forth below.

THE AMENDMENTS

2.1 The term shall be extended to the 31st July 2011.

2.2 The following shall be inserted at the end of Clause 9.2 as a new sub-paragraph (b):

“This Agreement shall automatically terminate on the coming into force of a new Agreement between Ordnance Survey and JISC Collections expressly replacing this Agreement.”

2.3 OS VectorMap™ Local shall be included in the Licensed Work and shall accordingly be included in the list of products at Appendix 2.

3. GENERAL

3.1 Except as specifically amended hereby, all of the existing terms and conditions of the Existing Agreement, as amended, are hereby ratified and remain in effect without revision.

3.2 To the extent any terms or conditions of the Existing Agreement, as amended, conflict with or are inconsistent with this Second Variation Agreement, the terms of this Second Variation Agreement shall prevail.

3.3 The parties agree that the Existing Agreement, the Variation Agreement and this Second Variation Agreement and any documents referred to in it constitute the entire agreement and understanding between the parties concerning the subject matter of the Existing Agreement. The Existing Agreement, as amended, and this Second Variation Agreement supersede all understandings, representations and agreements made between the parties concerning such subject matter. However neither party seeks to exclude liability for any fraudulent misrepresentations.

3.4 This Second Variation Agreement is governed by and construed in accordance with English law. The parties further agree that the Second Variation Agreement will be subject to, and within the jurisdiction of, the English Courts.