Achilles Information Inc (“the Company”) provides information services to subscribing companies as an aid to Corporate Responsibility (“CR”) monitoring and assessment processes. This Agreement governs the provision and use of the Services provided through E-TASC, and will be deemed to be accepted by each Subscriber on payment of its annual subscription fee.

1. Definitions. “Company” means Achilles Information Inc. “E-TASC” means the web-based system for managing CR data administered and managed by the Company. “Full Subscriber” means any company and/or their contractors which have agreed to subscribe as purchasing users of E-TASC. “Licence” means the Licence for Access and Use of E-TASC, as set out in Annex A of this Agreement. “Partial Subscriber” means a supplier, contractor or a service provider who registers on E-TASC. “Steering Group” means the committee (comprising certain Subscribers and/or other appropriate third parties who govern E-TASC and the Services, and has its own agreed Terms of Reference. “Subscribers” means, collectively, Full and Partial Subscribers.

2. Services. Services provided by the Company (“Services”) may include, but shall not be limited to, the operation of E-TASC, the recording of CR information and the provision of objective CR assessments of Subscribers, and the recording of the performance of Subscribers. All records held on E-TASC and relating to a Subscriber will be approved by that Subscriber before entry to E-TASC. Access to E-TASC will be available to Subscribers in accordance with its specific subscription category.

3. Specific Obligations of the Company The Company agrees to provide the Services and operate E-TASC in compliance with applicable law and in a good workmanlike manner consistent with sound commercial practices and in accordance with the highest ethical standards and principles of fairness, equality of opportunity, non-discrimination and strict confidentiality. The Company shall not be liable for any failure to perform its obligations hereunder to the extent that such performance has been delayed, hindered or prevented by any circumstances reasonably beyond its control.

4. Specific Obligations of Subscribers The Subscribers agree to participate in the Services and use E-TASC in accordance with the terms of this Agreement and agree to provide the Company and its contractors with such information as is reasonably necessary to undertake the Services. Subscribers will be responsible for the installation, maintenance and upgrading of their own computer equipment and facilities as may be necessary in order to use the Services. Subscribers shall ensure that they have full legal rights to possess and use all software which is used on their own equipment and which is relevant to the Services.

5. Indemnity and Exclusion Subscribers agree to use the Services and make use of E-TASC at their own risk. The Company will use all reasonable endeavours to ensure the accuracy, completeness and confidentiality of any information relating hereto as part of the Services. The Company will NOT be liable in connection with the provision of Services nor the operation of E-TASC for false, misleading, inaccurate or incomplete information provided by Subscribers, or for any breach of confidentiality by Subscribers and/or in either case of their agents, contractors or any third party. Nor will the Company be liable for, any claims, costs, losses, damages or expenses (including legal expenses) in respect of: damage to or loss of property personal injury, death or disease of personnel of Subscribers or their contractors and consequential or indirect losses suffered by Subscribers, howsoever arising, in connection with the performance or non-performance of this Agreement to the extent permitted by law. To the extent permitted by law, the Company’s liability is limited: (a) in the case of Partial Subscribers to twice the value of the cumulative fees paid under this Agreement, subject to a maximum limit of US$100,000; and (b) in the case of Full Subscribers to US$100,000. Neither party shall be responsible to the other for any consequential or indirect loss arising from the use of E-TASC.

6. Fees The Company will charge a non-refundable annual subscription fee to Subscribers, who jointly contribute to the costs of providing the Services. The Company has the right to vary the fees in accordance with the levels set by the Steering Group from time to time upon giving reasonable notice to the Subscribers.

7. Ownership Rights The copyright and all intellectual property rights whatsoever relating to all computer programmes, user manuals, diskettes, product coding systems and other documentation provided by the Company in connection with the Services and E-TASC will remain vested in and be the property of the Company, its contractors or other third parties who may own such intellectual property. This Agreement will operate to grant Subscribers a non-exclusive, non-transferable, worldwide royalty free licence to use and copy such of the Company’s materials as required for their own business purposes strictly upon the terms of this Agreement and subject to the terms of the Licence, and for the period for which Subscribers have paid the fee for the use of E-TASC. Thereafter, if requested by the Company, Subscribers shall use commercially reasonable efforts to return forthwith all property requested by the Company including but not limited to computer programmes, user manuals, diskettes, product coding systems and other related documentation unless agreed by Company in writing. In addition Subscribers shall use commercially reasonable efforts to delete any Company supplied information held by Subscribers in their own computer systems and confirmation of so doing must be provided. The data content of individual records entered into E-TASC by any individual Subscriber will remain the property of that Subscriber and upon request must be deleted and confirmation of so doing must be provided to that Subscriber.

8. Confidentiality The Company is committed to ensuring confidentiality of matters in connection with the Services and E-TASC. The Company and each Subscriber undertakes in respect of confidential information of which it is the recipient to treat such information as strictly confidential, and to only communicate or disclose any part of such information to those permitted persons on a need to know basis who are directly involved in the supply and use of the Services or have a duty to have access to or knowledge of the confidential information in connection with the business of the recipient for the purpose of the recipient’s own CR activities. Full Subscribers shall provide the Company with a statement (“Boundary of Subscribership”) on the scope of its activities on which E-TASC will be used and which associated companies, divisions, affiliates or joint ventures will be granted access to E-TASC as part of their single subscription. The statement must be updated when appropriate for display by the Company to any Partial Subscribers or new enquiring Partial Subscriber. Full Subscribers shall not extend the scope of access to other organisations without updating the “Boundary of Subscribership” form. Subject to the rules agreed by the Steering Group, such amended “Boundary of Subscribership” may result in an amendment to the Full Subscriber’s annual fee, and if so levied, shall be paid by Full Subscribers in a timely manner. Notwithstanding the confidentiality obligations above, the Company may include the Subscriber’s company name (as provided the Subscriber) on the E-TASC website alongside other E-TASC subscribers. The Subscriber will have the right to opt out of this arrangement by written notice to the Company in which case such listing(s) will be removed within five working days.

9. Privacy and Data Security (a) This provision applies to both online and offline Personal Information. (b) “Personal Information” is defined as any other Personal Information can easily be derived. (c) If the Subscriber transmits any Personal Information to the Company, the Company warrants that it shall not transfer such Personal Information to any third party or use it for any purpose other than as described in this Agreement. (d) If the Company obtains Personal Information in the course of performance of Services for the Subscriber, the Company warrants that it shall not transfer such Personal Information to any third party or use it for any purpose other than as described in this Agreement. (e) The Company shall permanently delete all Personal Information within thirty (30) days after the Personal Information is no longer being actively used in fulfilling the Company’s obligations to the Subscriber under this Agreement, unless otherwise required by local law or regulation. (f) If the Company contracts with its affiliates, subcontractors or other third parties for performance of all or part of this Agreement, the Company must require such third parties to agree in writing with the same, or substantially similar, Privacy and Data Security provisions as those contained in this Agreement. (g) The Company shall take all measures necessary to ensure the security of the Company’s data, as described in the Data Security provision of this Agreement. Further, the Company shall use its best endeavours to comply with current industry best practice relating to privacy and data security, such as the Online Privacy Alliance’s privacy guidelines (available at http://www.privacyalliance.org/).

10. Delegation of Obligations The Company may appoint third parties to fulfil any or all of its obligations including the provision of the Services. The Company shall use commercially reasonable efforts to ensure that such third parties provide an appropriate and timely standard of performance and comply with all contractual obligations. The Company will remain liable for the actions or omissions of any third party to which it delegates its responsibilities and obligations under this Agreement.

11. Law and Jurisdiction This Agreement shall be governed by English Law and the Company and Subscribers shall be subject to the non-exclusive jurisdiction of the English courts.

12. Term and Termination (a) In the case of Full Subscribers, the term of this Agreement shall be a minimum of 12 months, and is subsequently terminable on 3 months written notice to the Company. Unless such notice is given prior to the end of a 12 month period then the Agreement will automatically be renewed for a further period of 12 months. In the event of such termination, there will be no reimbursement of any fees previously paid to the Company by either Full Subscribers or related Partial Subscribers, and neither the Company nor the terminating Full Subscriber accepts any liability for any other fees paid by any other Subscriber. (b) In the case of Partial Subscribers, the term of this Agreement shall be for a period of 12 months and is terminable on written notice to the Company. In the event of such termination, there will be no reimbursement of any fees previously paid. (c) The Company shall require a Subscriber to withdraw from E-TASC if it is found to be in material breach of any of the terms of this Agreement and such breach is not cured within thirty (30) days of written notice to the breaching Subscriber, or if it becomes insolvent or goes into liquidation, is taken over, or a receiver is appointed over it, or it ceases to carry on its stated business. A Subscriber may withdraw immediately from this Agreement if the Company is found to be in material breach of any of the terms of this Agreement and such breach is not cured within thirty (30) days of written notice to the Company, or if the Company becomes insolvent or goes into liquidation, is taken over, or a receiver is appointed over it and shall not be liable for any unpaid fees due under the Agreement.

13. General This Agreement represents the entire agreement between the Company and each Subscriber, and can only be amended by a revised Agreement issued by the Company upon reasonable notice to the Subscriber. If any provision hereof becomes illegal or unenforceable, the remaining provisions shall not be affected and failure of the Company or the Subscriber to enforce it or any of their rights hereunder shall not constitute a waiver of such rights.

Annex A – Licence for Access and Use of the E-Tool Subject to the terms of the Agreement of which this Licence forms an Annex and in consideration of the payment to the Company by the Subscriber of the fees, the Company grants to the Subscriber access to E-TASC on a non-exclusive non-transferable basis on the following basis:

• The Subscriber may use E-TASC for processing its own data for its own internal business purposes only. The Subscriber shall not use or attempt to use E-TASC or any of the output of E-TASC or permit any third party to do so other than in accordance with the Agreement and in particular without limitation, the Subscriber shall not use E-TASC or any of the output of E-TASC to provide a data processing service to any third party (which expression shall not be deemed to include subsidiaries) by way of trade or otherwise.
• The Subscriber shall not translate or adapt E-TASC for any purpose nor arrange or create derivative works based on E-TASC without the express written consent of the Company in each case.
• The Subscriber shall not (unless otherwise agreed in writing or in accordance with the Agreement) make for any purpose including (without limitation) for error correction, any alterations, modifications, additions or enhancements to E-TASC nor permit the whole or any part of E-TASC to be combined with or become incorporated in any other programme except with the prior consent of the Company which shall not be unreasonably withheld.
• The Subscriber shall effect and maintain adequate security measures to safeguard E-TASC from unauthorised access, use or copying.
• The Subscriber shall not nor permit others to decompile, reverse-engineer or disassemble E-TASC or any part unless (with the prior written consent of the Company) such disassembling is indispensable to obtain the information necessary to achieve the interoperability of an independently created program with E-TASC or with another program and the information is not readily available from the Company or elsewhere.
• The Subscriber will not acquire any title, copyright or other proprietary rights in E-TASC or any copies of it, in addition to that referred to in the Agreement.
• All intellectual property rights in any process, product coding, computer programs and the related documentation developed by Achilles for the purposes of the Agreement and to provide E-TASC and its associated services will remain vested in and be the absolute property of the Company, its contractors or other third parties who may own such intellectual property. The Company shall grant to the Subscriber a non-exclusive non-transferable right to use E-TASC upon the terms set out in this Agreement.

This Licence shall without time limitation survive the termination for any reason of the Agreement.