This agreement is made the 1st day of January 2004

11.3.In the event that IOP incurs any liability whatsoever, such liability will be limited to the Annual Licence Fee paid to IOP in the year of this Agreement in which the liability arose.

12.termination/suspension of licensees’ rights

12.1.If a Licensee commits a wilful, material or persistent breach of this Agreement IOP will so notify the Licensee. If the Licensee fails either to remedy the breach or to commence and diligently pursue steps to do so, in either case within thirty (30) day’s of such notice, IOP may terminate the license and rights granted to the Licensee concerned pursuant to this Agreement by giving notice of termination to such Licensee. On the giving of such notice, IOP may discontinue providing the Licensee concerned access to the Publications for the remainder of the term of this Agreement.

12.2.IOP reserves the right temporarily to suspend any Licensee's access to the Publications for infringement of IOP's copyright in the Publications or for breach of this Agreement. Forthwith on suspending such access IOP shall issue a notice to the Licensee specifying the activity causing the breach. IOP shall forthwith restore access to the Licensee on receipt of notice that such activity has ceased and that the Licensee has made reasonable efforts to protect against reoccurrence of such activity.

12.3.Any Licensee may give at least 60 days written notice of its intention to cease to be a Licensee under this Agreement provided the Licensee confirms in such notice that the reason for termination is the withdrawal or cessation of funding in respect of the Annual Licence Fee as set out in clauses 6.3 and 6.4. Consequential amendments as are necessitated by such termination will be made to this Agreement following such notice. In particular Schedules 1 and 2 shall be deemed amended accordingly.

12.4.All notices sent by IOP to a Licensee under this clause 12 will also be copied to the Subscriber or the appointed administrative agent.

13.Termination

Notwithstanding anything else contained herein, this Agreement may be terminated:

13.1.by either party immediately on giving notice in writing to the other if:

13.1.1.control of the other party is transferred to any person or persons other than the person or persons in control at the date of this Agreement; or

13.1.2.the other party commits any material or persistent breach of any term of this Agreement and in the case of a breach capable of being remedied fails within thirty days after the receipt of a request in writing from the other party to remedy the breach; or

13.1.3.the other party becomes insolvent or is wound up or otherwise ceases to operate or on the occurrence of any analogous event under the law of any relevant jurisdiction;

13.2.by Subscriber or the Licensees immediately on giving notice to IOP if IOP through no fault of the Licensee fails to permit access to the electronic Publications within 30 days of the due date for delivery unless such failure to deliver is due to causes beyond the control of IOP.

13.3.by Subscriber or the Licensees one year after commencement of the Licence Period provided that Subscriber gives notice of any intention to terminate pursuant to this Clause in writing to IOP at least 60 days prior to the proposed date of termination and provided further that Subscriber confirms in such notice that the reason for termination is the withdrawal or cessation of funding in respect of the Annual Licence Fee as set out in clauses 6.3 and 6.4.

14.Effect of Termination

14.1.On the expiry or termination of this Agreement for any reason all rights and obligations of the parties under this Agreement will automatically terminate except where the context requires otherwise.

14.2.In the event of a breach by IOP entitling Subscriber to terminate this Agreement, IOP’s liability will be limited to the refund of a pro rata portion of the Annual License Fee adjusted to reflect the full list prices for the subscriptions taken out by Licensees.

15.Force MAJeure

IOP will not be under any liability for any loss or for any failure to perform any obligation hereunder due to causes beyond its control including, without limitation, telecommunications failures, damage to or destruction of Internet facilities, industrial disputes of whatever nature, acts of God or hostilities or any other causes, circumstances or contingencies which prevent or hinder the performance by IOP of its obligations under this Agreement.

16.General

16.1.References in this Agreement to any publication, electronic or printed, will, where the context permits, include any part of that publication including any article, abstract, table of contents, formula, diagram, drawing or any similar item.

16.2.Where two or more legal entities constitute Subscriber or a Licensee their liability will be joint and several.

16.3.This Agreement may not be assigned by either party to any other person nor may either party sub-contract any of its obligations to any other person without in either case the prior consent of the other.

16.4.Any notice served by a party to this Agreement may be sent by air mail, registered mail, or by facsimile transmission to the address of the other set out above and if so sent will be deemed to have been served in respect of air mail, registered mail ten working days after the date of posting and in respect of facsimile transmission at the time of such transmission.

16.5.The failure of any party to enforce any provision on any one occasion will not affect its right to enforce another provision or the same provision on another occasion.

16.6.Nothing in this Agreement will create or be deemed to create a partnership or the relationship of principal and agent between the parties and the Licensees will have no right or authority to bind or to make any representation or warranty on behalf of IOP.

16.7.This Agreement will be governed by and construed according to the laws of England and the parties submit to the jurisdiction of the English Courts.