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STUDYBUILDER UNIVERSAL DISTRIBUTION LICENSE AGREEMENT AND
STUDYBUILDER FIELD EDITION END USER LICENSE AGREEMENT
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STUDYBUILDER UNIVERSAL DISTRIBUTION IS CONFIGURED BY THE 
CERTIFICATE OF STUDY AUTHORSHIP PROVIDED TO YOU BY STUDYBUILDER
WHEN YOU ACTIVATE OR PURCHASE YOUR LICENSE TO RUN IN THE MODE 
FOR WHICH YOU HAVE PURCHASED A LICENSE FROM STUDYBUILDER. THESE
MODES INCLUDE STUDYBUILDER STUDENT EDITION, STUDYBUILDER 
PERSONAL EDITION, STUDYBUILDER PROFESSIONAL EDITION, 
STUDYBUILDER ENTERPRISE EDITION AND STUDYBUILDER ENTERPRISE 
SERVER. STUDYBUILDER UNIVERSAL DISTRIBUTION IS SUPPLIED SUBJECT
TO THE STUDYBUILDER UNIVERSAL DISTRIBUTION LICENSE AGREEMENT.

STUDYBUILDER FIELD EDITION IS SUPPLIED WITH STUDYBUILDER 
UNIVERSAL DISTRIBUTION AND IS SUBJECT TO THE STUDYBUILDER FIELD
EDITION LICENSE AGREEMENT.

CAREFULLY READ THE FOLLOWING LICENSE AGREEMENTS. 

IF YOU ARE VIEWING THIS DOCUMENT PRINTED ON PACKAGING: YOU 
ACCEPT AND AGREE TO BE BOUND BY THESE LICENSE AGREEMENTS BY 
OPENING THE PACKAGING ON WHICH THE LICENSES ARE PRINTED. IF YOU
DO NOT AGREE TO THE LICENSES, RETURN THE ENTIRE PACKAGE AND 
YOUR RECEIPT WITHIN 30 DAYS TO THE PLACE OF PURCHASE FOR A FULL
REFUND.

IF YOU ARE VIEWING THIS DOCUMENT WHILE INSTALLING SOFTWARE: YOU
ACCEPT AND AGREE TO BE BOUND BY THESE LICENSE AGREEMENTS BY 
CLICKING THE ICON LABELED "YES " THAT IS DISPLAYED BELOW. IF YOU
DO NOT AGREE TO THE LICENSES, YOU MUST IMMEDIATELY STOP 
INSTALLING THE SOFTWARE AND RETURN THE ENTIRE PACKAGE AND 
YOUR RECEIPT WITHIN 30 DAYS TO THE PLACE OF PURCHASE FOR A FULL
REFUND.

IF YOU ARE VIEWING THIS DOCUMENT VIA A WEB BROWSER: YOU ACCEPT 
AND AGREE TO BE BOUND BY THESE LICENSE AGREEMENTS BY THE 
CONTINUED USE OF THE WEBSITE AND/OR ACCESS TO THE WEBSITE BY 
PASSWORD. IF YOU DO NOT AGREE TO THE LICENSES, YOU MUST CEASE
USING THE WEBSITE IMMEDIATELY.

STUDYBUILDER UNIVERSAL DISTRIBUTION LICENSE AGREEMENT
=====================================================

LICENSE GRANT

"You" means the person or company who is being licensed to use 
the Software or Documentation. "We," "us", "our" and 
"StudyBuilder" means StudyBuilder Limited.

We hereby grant you a nonexclusive license to use one copy of
the Software on any single computer, provided the Software is
in use on only one computer at any time. The Software is 
"in use" on a computer when it is loaded into temporary memory
(RAM) or installed into the permanent memory of a computer--for
example, a hard disk, CD-ROM or other storage device. 

TITLE

We remain the owner of all right, title and interest in the 
Software and related explanatory written materials 
("Documentation"). 

ARCHIVAL OR BACKUP COPIES

You may copy the Software for back-up and archival purposes, 
provided that the original and each copy is kept in your 
possession and that your installation and use of the Software 
does not exceed that allowed in the "License Grant" section 
above.

THINGS YOU MAY NOT DO

The Software and Documentation are protected by copyright laws 
of the United Kingdom and international treaties. You must treat
the Software and Documentation like any other copyrighted 
material--for example a book. You may not:

- copy the Documentation,

- copy the Software except to make archival or backup copies as 
  provided above,

- modify or adapt the Software or merge it into another program,

- reverse engineer, disassemble, decompile or make any attempt 
  to discover the source code of the Software,

- place the Software onto a server so that it is accessible via a
  public network such as the Internet unless you have purchased a
  license to use the Software in StudyBuilder Enterprise Server 
  mode in which case you may install the Software on a single 
  server for access by the number of concurrent study designers 
  that you have purchased licenses for,

- attempt to modify the software to operate in a mode for which a
  license has not been purchased, or

- sublicense, rent, lease or lend any portion of the Software or
  Documentation.

TRANSFERS

Providing that the Software has not been supplied to you 
described as Not For Resale ("NFR"), you may transfer all your
rights to use the Software and Documentation to another person
or legal entity provided you transfer this Agreement, the 
Software and Documentation, including all copies, updates and 
prior versions to such person or entity and that you retain no
copies, including copies stored on computer.

LICENSE AS UPGRADE OF PREVIOUSLY LICENSED PRODUCT
If you purchased the Software as an upgrade at the applicable
upgrade price, then you must have previously purchased a prior 
version of this Software product at the applicable product (not
upgrade) price. If you have not purchased a prior version at 
the applicable product price, then please contact the place of 
purchase where you purchased the upgrade, or, if you are unable
to contact the place of purchase, contact StudyBuilder to make 
payment for the difference between the upgrade price and the 
product price within thirty (30) days of the date you purchased 
the upgrade. If you do not make the appropriate payment to your
vendor or StudyBuilder within thirty (30) days, this license 
will automatically terminate and you must comply with the 
termination provisions below.

LIMITED WARRANTY

We warrant that for a period of 30 of days after delivery of 
this copy of the Software to you:

- any physical media on which this copy of the Software is 
  provided to you will be free from defects in materials and 
  workmanship under normal use, and

- the Software will perform in substantial accordance with the 
  Documentation.

To the extent permitted by applicable law, THE FOREGOING LIMITED
WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES OR CONDITIONS, 
EXPRESS OR IMPLIED, AND WE DISCLAIM ANY AND ALL IMPLIED 
WARRANTIES OR CONDITIONS, INCLUDING ANY IMPLIED WARRANTY OF 
TITLE, NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A 
PARTICULAR PURPOSE, regardless of whether we know or had reason
to know of your particular needs. No employee, agent, dealer or
distributor of ours is authorized to modify this limited
warranty, nor to make any additional warranties.

LIMITED REMEDY

Our entire liability and your exclusive remedy for breach of 
the foregoing warranty shall be, at our option, to either:

- return the price you paid, or

- repair or replace the Software or media that does not meet the
  foregoing warranty if it is returned to us with a copy of 
  your receipt.

IN NO EVENT WILL WE BE LIABLE TO YOU FOR ANY DAMAGES, INCLUDING
ANY LOST PROFITS, LOST SAVINGS, OR OTHER INCIDENTAL OR 
CONSEQUENTIAL DAMAGES ARISING FROM THE USE OR THE INABILITY TO
USE THE SOFTWARE (EVEN IF WE OR AN AUTHORIZED DEALER OR 
DISTRIBUTOR HAS BEEN ADVISED OF THE POSSIBILITY OF THESE 
DAMAGES), OR FOR ANY CLAIM BY ANY OTHER PARTY.

TERM AND TERMINATION

This license agreement takes effect upon your use of the 
software and remains effective until terminated. You may 
terminate it at any time by destroying all copies of the 
Software and Documentation in your possession. It will also 
automatically terminate if you fail to comply with any term or
condition of this license agreement. You agree on termination of
this license to destroy all copies of the Software and 
Documentation in your possession.

CONFIDENTIALITY

The Software contains trade secrets and proprietary know-how 
that belong to us and it is being made available to you in 
strict confidence. ANY USE OR DISCLOSURE OF THE SOFTWARE, OR OF
ITS ALGORITHMS, PROTOCOLS OR INTERFACES, OTHER THAN IN STRICT
ACCORDANCE WITH THIS LICENSE AGREEMENT, MAY BE ACTIONABLE AS A
VIOLATION OF OUR TRADE SECRET RIGHTS.

GENERAL PROVISIONS

1. This written license agreement is the exclusive agreement 
   between you and us concerning the Software and Documentation
   and supersedes any prior purchase order, communication, 
   advertising or representation concerning the Software.

2. This license agreement may be modified only by a writing 
   signed by you and us.

3. In the event of litigation between you and us concerning the
   Software or Documentation, the prevailing party in the 
   litigation will be entitled to recover attorney fees and 
   expenses from the other party.

4. This license agreement is governed by the laws of England
   and Wales.

5. You agree that the Software will not be shipped, transferred 
   or exported into any country or used in any manner prohibited
   by the United States Export Administration Act or any other
   export laws, restrictions or regulations.

6. You agree to permit the Software to periodically contact or
   attempt to contact our internet servers at your expense in
   order to assist us verify compliance with the terms of this 
   license agreement and to supply you with information about
   our company and products.

7. You agree that we may identify you or your organisation or 
   other entity as a user of our products in our sales and 
   marketing and other materials 

STUDYBUILDER FIELD EDITION LICENSE AGREEMENT
============================================

StudyBuilder Limited ("StudyBuilder") is willing to license 
StudyBuilder Field Edition software ("Software") to you only if
you accept all of the terms in this license agreement. Please 
read the terms carefully before you install the Software, 
because by installing or using the Software you are agreeing to
be bound by the terms of this agreement. If you do not agree to
these terms, return the entire package and your receipt within 
30 days to the place of purchase for a full refund.

Ownership of the Software
1. The Software and the accompanying written materials are owned
   by StudyBuilder [or its suppliers] and are protected by 
   copyright laws of the United Kingdom, by laws of other 
   nations, and by international treaties.

Grant Of License
2. If you have purchased a license to use StudyBuilder Universal
   Distribution in StudyBuilder Professional Edition, 
   StudyBuilder Enterprise Edition or StudyBuilder Enterprise 
   Server mode you may make and distribute unlimited copies of 
   the StudyBuilder Field Edition Software to your customers, 
   end users, etc. for the express purpose of collecting data 
   for studies designed using StudyBuilder Universal 
   Distribution in the licensed mode. If you have purchased a 
   license to use StudyBuilder Universal Distribution in 
   StudyBuilder Personal Edition or StudyBuilder Student Edition
   mode we hereby grant you a nonexclusive license to use one
   copy of the Software on any one device per type of device or
   devices specified in the Certificate of Study Authorship
   provided to you by StudyBuilder, provided the Software is in
   use on only one device per specified type of device or 
   devices at any time. The Software is "in use" on a computer 
   when it is loaded into temporary memory (RAM) or installed 
   into the permanent memory of a computer--for example, a hard
   disk, CD-ROM or other storage device. 

DISTRIBUTION OF STUDYBUILDER FIELD EDITION FOR ANY OTHER USE 
WITHOUT PRIOR SIGNED AGREEMENT IN WRITING FROM STUDYBUILDER IS
STRICTLY PROHIBITED. RESELLING STUDYBUILDER FIELD EDITION IS
STRICTLY PROHIBITED.

Restrictions on Use and Transfer
3. You agree not to modify, adapt, translate, reverse engineer, 
   decompile, disassemble or otherwise attempt to discover the
   source code of the Software. Although you may customize 
   the Software using StudyBuilder products to include your 
   study designs, you may not alter or modify the Software in 
   any other way. The Software is licensed and distributed by 
   StudyBuilder for automating the collection of data from your
   customers or end users.

No Warranty
4. The Software is being delivered to you AS IS and StudyBuilder
   makes no warranty as to its use or performance. StudyBuilder
   and its suppliers do not and cannot warrant the performance 
   or results you may obtain by using the Software or 
   documentation. StudyBuilder and its suppliers make no 
   warranties, express or implied, as to noninfringement of 
   third party rights, merchantability, or fitness for any 
   particular purpose. In no event will StudyBuilder be liable 
   to you for damages, including any loss of profits, lost 
   savings, or other incidental or consequential damages arising
   out of your use or inability to use the software.

General
5. This Agreement is governed by the laws of England and Wales. 
   If any part of this Agreement is found void and unenforceable,
   it will not affect the validity of the balance of this 
   Agreement, which shall remain valid and enforceable according
   to its terms. You agree that the Software will not be shipped,
   transferred or exported into any country or used in any manner
   prohibited by the United States Export Administration Act or
   any other export laws, restrictions or regulations. This 
   Agreement shall automatically terminate upon failure by you to
   comply with its terms.

6. You agree to permit the Software to periodically contact or
   attempt to contact our internet servers at your expense in
   order to assist us verify compliance with the terms of this 
   license agreement and to supply you with information about
   our company and products.

7. You agree that we may identify you or your organisation or 
   other entity as a user of our products in our sales and 
   marketing and other materials 

8. If you have any questions concerning this Agreement or wish to
   contact StudyBuilder for any reason, please contact
   StudyBuilder Legal at legal@studybuilder.com

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STANDARD TERMS AND CONDITIONS FOR THE PROVISION OF STUDYBUILDER
CLASSROOM TRAINING, STUDYBUILDER DESIGN CONSULTANCY (OFF-SITE),
STUDYBUILDER DESIGN CONSULTANCY (ON-SITE), STUDYBUILDER ON-CALL,
STUDYBUILDER ON-CALL ON-SITE, STUDYBUILDER ACCELERATED 
DEVELOPMENT, STUDYBUILDER STUDY IMPLEMENTATION SERVICE AND OTHER
STUDYBUILDER CONSULTANCY SERVICES
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CONSULTING AGREEMENT

This Agreement is made between the client named and located as
addressed in a supplied estimate, quotation, pro-forma or 
invoice ("Client") and StudyBuilder Limited with a principal 
place of business at John Eccles House, Robert Robinson Avenue,
The Oxford Science Park, OX4 4GP, United Kingdom.

1. Services Performed by Consultant:

Consultant agrees to perform the following services for Client:
Services specified on the agreed supplied estimate, quotation, 
pro-forma or invoice.

2. Consultant's Payment:

Consultant shall be paid for services specified on the agreed
estimate, quotation, pro-forma or invoice.

3. Invoices

Consultant shall submit invoices for all services rendered. 
Client shall pay the amounts due in advance of Consultant 
commencing work. Payment of invoices by Client indicates 
agreement of estimate, quotation, pro-forma or invoice and
acceptance of these terms and conditions.

4. Expenses

Client shall reimburse Consultant for the following expenses 
that are directly attributable to work performed under this
Agreement:

- travel expenses other than normal commuting, including 
airfares, rental vehicles, and highway mileage in company or 
personal vehicles at the highest rate that can be claimed as
specified by the Inland Revenue mileage allowances

- telephone, facsimile (fax), online and telegraph charges

- postage and courier services

- printing and reproduction

- computer services, and

- other expenses resulting from the work performed under this
Agreement.

Consultant shall submit an itemized statement of Consultant's
expenses. Client shall pay Consultant within 30 days from the
date of each statement.

5. Materials

Client shall make available to Consultant, at Client's expense, 
any and all materials, facilities and equipment necessary for 
the Consultant to perfom the work. These items will be 
provided on demand by the Client and in any event no later than
seven days after a request by the Consultant.

6. Term of Agreement

This Agreement will become effective when payment for the first
estimate, quotation, pro-forma or invoice is received by the
Client and will end no later than 12 months after a payment is
received.

7. Terminating the Agreement

With reasonable cause, either party may terminate this Agreement
effective immediately by giving written notice of termination 
for cause. Reasonable clause includes:

- a material violation of this agreement, or

- nonpayment of Consultant's compensation after 20 days written
  demand for payment.

Consultant shall be entitled to full payment for services 
performed prior to the effective date of termination.

8. Consultant an Independent Contractor

Consultant is an independent contractor, and neither Consultant 
nor Consultant's staff is, or shall be deemed, Client's 
employees. In its capacity as an independent contractor, 
Consultant agrees and represents, and Client agrees, as follows:

(a) Consultant has the right to perform services for others 
    during the term of this Agreement subject to noncompetition
    provisions set out in this Agreement, if any.

(b) Consultant has the sole right to control and direct the 
    means, manner and method by which the services required by
    this Agreement will be performed.

(c) Consultant has the right to perform the services required by
    this Agreement at any place or location and at such times as
    Consultant may determine.

(d) Neither Consultant nor Consultant's staff shall be required 
    to devote full-time to the performance of the services 
    required by this Agreement.

(e) Client shall not withhold from Consultant's compensation any
    amount that would normally be withheld from an employee's pay.

9. Intellectual Property Ownership

Consultant shall retain all copyright, patent, trade secret and
other intellectual property rights Consultant may have in 
anything created or developed by Consultant for Client under this
Agreement ("Work Product"). Consultant grants Client a 
nonexclusive worldwide license to use and sublicense the use of 
the Work Product for the purpose of developing and marketing its
products, but not for the purpose of marketing Work Product 
separate from its products. The license shall have a perpetual 
term and may not be transferred by Client. This license is 
conditioned upon full payment of the compensation due Consultant
under this Agreement.

10. Consultant's Materials

Consultant owns or holds a license to use and sublicense various
materials in existence before the start date of this Agreement.
("Consultant's Materials"). Consultant may, at it's option, 
include Consultant's Materials in the work performed under this
Agreement.

Consultant retains all right, title and interest, including all
copyright, patent rights and trade secret rights in Consultant's
Materials. Subject to full payment of the consulting fees due
under this Agreement, Consultant grants Client a nonexclusive 
worldwide license to use and sublicense the use of Consultant's 
Materials for the purpose of developing and marketing its 
products, but not for the purpose of marketing Background 
Technology separate from its products. The license shall have a 
perpetual term and may not be transferred by Client. Client shall
make no other commercial use of the Background Technology without
Consultant's written consent.

11. Confidentiality

During the term of this Agreement and for 5 years afterward, 
Consultant will use reasonable care to prevent the unauthorized
use or dissemination of Client's confidential information. 
Reasonable care means at least the same degree of care Consultant
uses to protect its own confidential information from unauthorized
disclosure.

Confidential information is limited to information clearly marked
as confidential, or disclosed orally and summarized and 
identified as confidential in a writing delivered to Consultant
within 15 days of disclosure.

Confidential information does not include information that:

- the Consultant knew before Client disclosed it

- is or becomes public knowledge through no fault of Consultant

- Consultant obtains from sources other than Client who owe no 
  duty of confidentiality to Client, or

- Consultant independently develops.

12. Warranties

THE GOODS OR SERVICES FURNISHED UNDER THIS AGREEMENT ARE PROVIDED
AS IS, WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES OR 
REPRESENTATIONS; INCLUDING, WITHOUT LIMITATION, ANY IMPLIED 
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR 
PURPOSE.

13. Limitation on Consultant's Liability to Client

(a) In no event shall Consultant be liable to Client for lost 
profits of Client, or special, incidental or consequential damages
(even if Consultant has been advised of the possibility of such 
damages).

(b) Consultant's total liability under this Agreement for 
damages, costs and expenses, regardless of cause, shall not exceed
the total amount of fees paid to Consultant by Client under this
Agreement.

(c) Client shall indemnify Consultant against all claims, 
liabilities and costs, including reasonable attorney fees, of 
defending any third party claim or suit, other than for 
infringement of intellectual property rights, arising out of or 
in connection with Client's performance under this Agreement. 
Consultant shall promptly notify Client in writing of such claim 
or suit and Client shall have the right to fully control the 
defense and any settlement of the claim or suit.

14. Taxes

The charges included here do not include taxes unless explicity
specified. If Consultant is required to pay any federal, state or
local sales, use, property or value added taxes based on the 
services provided under this Agreement, the taxes shall be 
separately billed to Client. Consultant shall not pay any 
interest or penalties incurred due to late payment or 
nonpayment of such taxes by Client.

15. Contract Changes

Client and Consultant recognize that:

- Consultant's original cost and time estimates may be too low due 
  to unforeseen events, or to factors unknown to Consultant when 
  this Agreement was made

- Client may desire a mid-project change in Consultant's services
  that would add time and cost to the project and possibly 
  inconvenience Consultant, or

- Other provisions of this Agreement may be difficult to carry out
  due to unforeseen circumstances.

If any intended changes or any other events beyond the parties' 
control require adjustments to this Agreement, the parties shall 
make a good faith effort to agree on all necessary particulars. Such
agreements shall be put in writing, signed by the parties and added
to this Agreement.

16. Attorney Fees

Attorney Fees: If any litigation or arbitration is necessary to 
enforce this Agreement, the prevailing party shall be entitled to 
reasonable attorney fees, costs and expenses.

17. General Provisions

(a) Sole agreement: This is the entire Agreement between Consultant 
    and Client.

(b) Severability: If any part of this Agreement is held 
    unenforceable, the rest of the Agreement will continue in 
    full force and effect.

(c) Applicable law: This Agreement will be governed by the laws of
    England and Wales.

(d) Notices: All notices and other communications given in 
    connection with this Agreement shall be in writing and shall
    be deemed given as follows:

    - When delivered personally to the recipient's address as 
      appearing in the introductory paragraph to this Agreement;

    - Three days after being deposited in the United Kingdom 
      mails, postage prepaid to the recipient's address as 
      appearing in the introductory paragraph to this Agreement,
      or

    - When sent by fax or telex to the last fax or telex number 
      of the recipient known to the party giving notice. Notice 
      is effective upon receipt provided that a duplicate copy
      of the notice is promptly given by first-class or 
      certified mail, or the recipient delivers a written 
      confirmation of receipt.

    Any party may change its address appearing in the 
    introductory paragraph to this Agreement by giving notice of
    the change in accordance with this paragraph.

(e) No partnership: This Agreement does not create a partnership
    relationship. Consultant does not have authority to enter 
    into contracts on Client's behalf.

(f) Assignment: This Agreement is freely assignable.

(h) You agree that we may identify you or your organisation or 
    other entity as a user of our products in our sales and 
    marketing and other materials 

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Part number: 1.3.2.1. License.txt (20041126)
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