AL MANHAL ONLINE PRODUCTS INSTITUTIONAL LICENSE AGREEMENT: SCHEDULE 1 ...

The terms herein, shall upon execution by Licensee and Al Manhal constitute a contract (the "Agreement") between the Licensee and Al Manhal FZLLC., a corporation with its principal place of business at Dubai Healthcare City, Building 25, Office 105, PO BOX 505160, Dubai, United Arab Emirates ("Al Manhal"). The Licensee and Al Manhal are referred to herein as the parties.

AL MANHAL ONLINE PRODUCTS INSTITUTIONAL LICENSE AGREEMENT: SCHEDULE

1. EFFECTIVE DATE:

2. END DATE:

3. LICENSEE:

Name of Institution: Full address: City: Country:

4. SUBSCRIPTION PERIOD: a period commencing on the Effective Date and expiring on the End Date [subject to renewal for successive subscription periods in accordance with the attached Terms].

5. CHARGES: The subscription charges will be invoiced to the Licensee by Al Manhal or its Authorized Vendor) and references in Clause 5 of the Terms to the "Licensor" shall be construed as references to the Authorized Vendor.

AL MANHAL ONLINE PRODUCTS INSTITUTIONAL LICENSE AGREEMENT: TERMS

1. DEFINITIONS

In this Agreement, the following expressions shall have the following meanings:

"The Products" shall mean the Al Manhal online products and all web pages and materials contained therein as updated or revised from time to time while this License is in effect.

"Licensee" shall mean the purchasing or subscribing institution as identified at the end of this agreement.

"Authorized User" shall mean an individual who is authorized by the Licensee to access the Licensee's information services available through the Licensee's Secure Network and

105 25 +971 4 449 4035 : +971 4 439 0646 . , 505160

Al Manhal FZ LLC, Dubai Healthcare City, Building No. 25, Office 105 P.O. Box 505160 Dubai, UAE Office: +971 4 439 0646, Fax: +971 4 449 4035



who is (i) affiliated with the Licensee as a current student, faculty, library patron or employee, whether from a computer or terminal on the Licensee's Secure Network, or offsite via a secure link to a valid IP address on the Licensee's Secure Network; or (ii) physically present on the Licensee's premises;

"Commercial Use" shall mean use for the purposes of monetary reward (whether by or for the Licensee, an Authorized User, or any other person or entity) by means of sale, resale, loan, transfer, hire, or other form of exploitation of the Products;

"Al Manhal Trademarks" shall mean the designations AL MANHAL, AL MANHAL TECHNOLOGIES, and any other trademarks, registered or unregistered, of the Al Manhal included in the Products:

"Passwords" shall mean any passwords given by Al Manhal to the Licensee to enable the Licensee to access the Products and related subscriber services;

"Secure Network" shall mean a network (whether a standalone network or a virtual network within the Internet) which is only accessible to Authorized Users whose identities are authenticated by the Licensee at the time of log-in and periodically thereafter consistent with current best practice and whose conduct is subject to regulation by the Licensee. A cache server or other server or network which can be accessed by unauthorized users is not a secure network for these purposes;

"Server" shall mean either Al Manhal's server or a third party server designated by Al Manhal on which the Products are mounted and through which the Licensee and its Authorized Users may gain access to the Products by means of the World Wide Web;

"Authorized Vendor" means the reseller, regional network, consortium, or other entity, if any, appointed by Al Manhal, through which Licensee places its order.

2. GRANT OF LICENCE, USAGE RIGHTS AND LIMITATIONS ON USE 2.1 Al Manhal grants the Licensee a revocable, worldwide, non-exclusive, royalty-free, limited-duration license to permit its Authorized Users to access and use the Products specified in the Schedule during the Subscription Period by means of a Secure Network for the purposes of research, teaching, and private study.

2.2 Throughout the Subscription Period, Authorized Users may: 2.2.1 access the Server by means of a Secure Network in order to search the Products and to view, retrieve, and display portions thereof; 2.2.2 electronically copy and paste portions of the Products; 2.2.3 print out single copies of portions of the Products; 2.2.4 print and use portions of the Products to fulfill interlibrary loan requests, provided that it complies with the appropriate Copyright law subject always to any specific restrictions appearing within a Product in respect of illustrations in that Product.

105 25 +971 4 449 4035 : +971 4 439 0646 . , 505160

Al Manhal FZ LLC, Dubai Healthcare City, Building No. 25, Office 105 P.O. Box 505160 Dubai, UAE Office: +971 4 439 0646, Fax: +971 4 449 4035



2.3 The Licensee and Authorized Users may not: 2.3.1 remove or alter Al Manhal's copyright notices or other means of identification or disclaimers as they appear in the Products; 2.3.2 systematically make printed or electronic copies of multiple extracts of the Products for any purpose; 2.3.3 display or distribute any part of the Products on any electronic network, including without limitation the Internet and the World Wide Web, other than a Secure Network; 2.3.4 permit anyone other than Authorized Users to access or use the Products; 2.3.5 use all or any part of the Products for any Commercial Use.

2.4 Al Manhal reserves the right to temporarily or permanently disable access to stop unauthorized use of the Products in violation of this Agreement or the applicable Terms of Service, or any other hostile action. The disabling of access in such circumstances is generated by an automatic abuse detection process designed to protect Al Manhal's intellectual property rights in the Products. Upon activation of the process emails including details of the actual usage rate detected will automatically be sent both to the Licensee and to Al Manhal's customer service. Al Manhal's customer service will then contact the Licensee to investigate. Al Manhal will only restore access when the matter has been satisfactorily resolved.

3. RESPONSIBILITIES OF THE LICENSEE 3.1 The Licensee will provide Al Manhal on request with all identifying information, including IP address ranges, relating to the Licensee and its Authorized Users necessary to enable Al Manhal to set up and activate the Licensee's subscription to the Products. The Licensee acknowledges that access to the Products under this Agreement is conditional upon the Licensee providing Al Manhal with this information. The Licensee will notify the Al Manhal promptly following any additions, deletions or other alterations to the information supplied.

3.2 The Licensee will obtain at its cost all telecommunications and other equipment and software (including an Internet browser and portable document file reader) together with all relevant software licenses necessary to access the Products online via the Licensee's Secure Network.

3.3 The Licensee will: 3.3.1 be responsible for the confidentiality and all use of its Password(s); 3.3.2 use all reasonable efforts to ensure that only Authorized Users are permitted access to the Products by means of the Licensee's Secure Network; 3.3.3 take all reasonable steps to ensure that all Authorized Users abide by terms of this Agreement.

3.4 The Licensee will notify Al Manhal as soon as practicable if it becomes aware of any of the following: (a) any loss or theft of the Licensee's password(s); (b) any unAuthorized use of any of the Licensee's Password(s); or (c) any breach by an

105 25 +971 4 449 4035 : +971 4 439 0646 . , 505160

Al Manhal FZ LLC, Dubai Healthcare City, Building No. 25, Office 105 P.O. Box 505160 Dubai, UAE Office: +971 4 439 0646, Fax: +971 4 449 4035



Authorized User or unauthorized user of the terms of this Agreement. Upon becoming aware of any breach of the terms of this Agreement, the Licensee further agrees promptly to initiate disciplinary procedures in accordance with the Licensee's standard practice.

4. RESPONSIBILITIES OF AL MANHAL 4.1 Al Manhal shall set up and activate the Licensee's subscription to the Products promptly upon receipt of the information to be supplied by the Licensee under clause 3.1 above.

4.2 Al Manhal shall use all reasonable efforts: 4.2.1 to make the Products available by means of the World Wide Web to the Licensee throughout the Subscription Period; 4.2.2 to ensure that the Server has sufficient capacity and rate of connectivity to provide the Licensee with a quality of service comparable to current standards in the World Wide Web on-line information provision industry; 4.2.3 to restore access to the Products as soon as possible in the event of an interruption or suspension of the service.

4.3 Throughout the Subscription Period Al Manhal shall itself provide, or arrange for the provision by a third party, of customer support services to the Licensee via e-mail, to include answering e-mail inquiries from the Licensee and its Authorized Users relating to the use and/or functionality (but not the content) of the Products. Such support services shall be available 24 hours a day, 7 days a week during the Subscription Period.

4.4 Al Manhal agrees to provide the Licensee with a monthly usage report throughout the Subscription Period detailing the level of use of the Products by the Licensee's Authorized Users per month. This report will not identify individual Authorized User usage, but will be provided in respect of the IP address range(s) given by the Licensee to the Al Manhal under clause 3.1 above as a whole.

5. PAYMENTS BY THE LICENSEE 5.1 In consideration of the rights granted by Al Manhal under this Agreement, the Licensee shall pay the Charges due to Al Manhal to Al Manhal or its Authorized Vendor, upon receipt of an appropriate invoice. The Charges are exclusive of value added tax. Licensee shall be responsible for paying any value added tax, sales tax, or any other relevant government taxes.

5.2 No later than 30 days before the end of the Subscription Period, Al Manhal or its Authorized Vendor will send the Licensee an invoice for fees for renewal of this Agreement. These fees may be higher than the Charges. If the Licensee does not approve the renewal invoice and pay the renewal fees this Agreement will terminate automatically without renewal and access will be disabled at that time.

6. ACKNOWLEDGMENT AND PROTECTION OF INTELLECTUAL PROPERTY RIGHTS 6.1 The Licensee acknowledges that all copyrights, patent rights, Al Manhal Trademarks,

105 25 +971 4 449 4035 : +971 4 439 0646 . , 505160

Al Manhal FZ LLC, Dubai Healthcare City, Building No. 25, Office 105 P.O. Box 505160 Dubai, UAE Office: +971 4 439 0646, Fax: +971 4 449 4035



services marks, database rights, trade secrets and other intellectual property rights relating to the Products (collectively the "Al Manhal Intellectual Property"), are the sole and exclusive property of Al Manhal and that this Agreement does not convey to the Licensee any right, title, or interest therein except for the right to use the Products in accordance with the terms and conditions of this Agreement.

6.2 The Licensee shall notify Al Manhal promptly (i) of the facts and circumstances surrounding any unAuthorized possession or use of the Products, or Al Manhal Intellectual Property, or any portion thereof; and (ii) on becoming aware of any claim by any third party that the Products infringe an intellectual property or proprietary right of any third party.

7. REPRESENTATIONS AND WARRANTIES 7.1 Al Manhal represents and warrants that it has the power to enter into this Agreement and to grant the rights conferred herein to the Licensee and that the Products do not violate or infringe upon any patent, copyright, trademark, trade secret or other proprietary right or contract right of any third party.

7.2 Save as provided above, Al Manhal gives no warranty, express or implied, and makes no representation that (i) the Products will be of satisfactory quality, suitable for any particular purpose or for any particular use under specified conditions, notwithstanding that such purpose, use, or conditions may be known to Al Manhal; or (ii) that the Products will operate error free or without interruption or that any errors will be corrected; or (iii) that the material published in the Products is either complete or accurate.

7.3 In no circumstances will Al Manhal be liable to the Licensee or any third party for any loss resulting from a cause over which Al Manhal does not have direct control, including but not limited to failure of electronic or mechanical equipment or communication lines, telephone or other interconnect problems, unAuthorized access, theft, or operator errors.

7.4 In no circumstances will Al Manhal be liable to the Licensee or any third party for any consequential, incidental, special or indirect damages including, without limitation, damages for loss of data or corruption of data, loss of programs, loss of business or goodwill, or other damages or losses of any nature arising out of the use of, or inability to use the Products.

7.5 Without prejudice to the indemnity in clause 8.1,the Licensee agrees that the entire liability of Al Manhal to the Licensee or Authorized Users arising out of any kind of legal claim (whether in contract, tort, by statute or otherwise) in any way connected with the use or inability to use the Products shall be the refund of any sums actually received by the Al Manhal in respect of this Agreement from the Subscription Agent.

8. INDEMNIFICATION AND FORCE MAJEURE 8.1 Notwithstanding the limitation of liability in clause 7.5, Al Manhal shall defend,

105 25 +971 4 449 4035 : +971 4 439 0646 . , 505160

Al Manhal FZ LLC, Dubai Healthcare City, Building No. 25, Office 105 P.O. Box 505160 Dubai, UAE Office: +971 4 439 0646, Fax: +971 4 449 4035



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