Licence Agreement for non-commercial use of the of the Short form of the Glasgow Composite Measure Pain Scale (CMPS - SF) which is an instrument to measure acute pain in the dog, to be used in accordance with the accompanying guidance The licensor is NewMetrica (Scotland) Ltd, a company registered in Scotland under the Companies Acts (Company No. SC463995) and having our registered office at, 196 Bath Street, Glasgow G2 4HG (‘NewMetrica’). IT IS HEREBY AGREED as follows: 1. GRANT Subject to the terms and conditions of this Licence Agreement NewMetrica hereby grants to the Licensee, and the Licensee hereby accepts, a non-exclusive, non-transferable, revocable, limited licence to use the short form composite measure pain score (hereinafter referred to as the “CMPS-SF”) in veterinary practice by veterinary surgeons or veterinary nurses, for personal, clinical and educational purposes only. Use for any commercial purpose is excluded. This Licence Agreement shall take effect from the last date of execution hereof and shall continue for a period of two years subject always to earlier termination according to the conditions specified in this Licence Agreement. 2. LICENCE TO LICENSEE AND LICENSEE’S UNDERTAKINGS 2.1 Licensee shall comply with the terms of this Licence Agreement. 2.2 Licensee shall not be entitled to modify, amend, add to or in any way alter the CMPS-SF. 2.3 Licensee shall not grant sub-licences under this Licence Agreement. 2.4 Licensee shall not assign this Licence Agreement. 2.5 Licensee undertakes and agrees with NewMetrica that it will at all times during the continuance in force of this Agreement and where applicable, following termination hereof, observe and perform the terms and conditions set out in this Agreement and in particular: i. will acknowledge NewMetrica as proprietor, and will not alter, obscure, remove, conceal or otherwise interfere with any marking, which refers to NewMetrica as proprietor of the CMPS -SF or which otherwise refers to NewMetrica's copyright or other intellectual property rights in the CMPS -SF; ii. will not copy, adapt, vary, modify, or change the Technology; iii. will immediately bring to the attention of NewMetrica any improper or wrongful use of the CMPS-SF which comes to the notice of Licensee and will in the performance of its duties under this Agreement endeavour to safeguard the property rights and interests of NewMetrica and will take all steps reasonably required by NewMetrica to defend such rights; and iv. will not make any representation, promise, covenant or other statement of fact about the CMPS-SF that is not expressly set forth in the documentation provided by NewMetrica. 3. WARRANTY AND LIABILITY 3.1 NewMetrica warrants its ownership of the CMPS-SF but otherwise gives no warranty in relation to the CMPS-SF or the uses to which it may be put by the Licensee or its fitness or suitability for any particular purpose or under any special conditions notwithstanding that any such purpose or special conditions may be known to NewMetrica. The Licensee acknowledges that it has satisfied itself on the foregoing matters and use of the CMPS-SF is entirely at its own risk. All conditions and warranties, express or implied, arising under statute or common law, are hereby excluded. 3.2 NewMetrica shall not be liable to the Licensee for any indirect, consequential or special losses or any loss of profits (direct or indirect) arising directly or indirectly from NewMetrica’s breach of this Licence Agreement or from any liability arising out of the subject matter of this Agreement even if the Licensee has advised NewMetrica of the possibility of those losses arising, or if such losses were within the contemplation of the parties. Notwithstanding the foregoing, nothing in this Agreement limits or excludes NewMetrica’s liability for death or personal injury caused by its negligence, or for fraud or for any sort of liability that, by law, cannot be limited or excluded. 4 COPYRIGHT AND DESIGN RIGHTS, OTHER INTELLECTUAL PROPERTY RIGHTS AND INDEMNITY 4.1 Licensee acknowledges that all of the copyright, design rights and other intellectual property rights subsisting in or used in connection with the CMPS-SF, including any improvements enhancements modifications and others shall remain the property of NewMetrica. Licensee shall not during or at any time after the expiry or termination of this Licence Agreement in any way question or dispute the ownership thereof by NewMetrica; 4.2 Licensee shall not during or after the expiry or termination of this Agreement, without the prior written consent of NewMetrica adopt or use any name or trade name, that includes or is similar to or may be mistaken for the whole or any part of any CMPS-SF or other trade mark or trade name used by NewMetrica; 4.3 Any goodwill derived from the use by the Licensee of the CMPS-SF shall accrue to NewMetrica. NewMetrica may, at any time, call for a confirmatory assignation of that goodwill and the Licensee shall immediately execute it; and 4.4 The Licensee shall not directly or indirectly assist any other person to do or omit to do anything to diminish the rights of NewMetrica in the CMPS-SF or impair any registration of the CMPS-SF. 5 TERMINATION or EXPIRY 5.1 Notwithstanding any provisions herein contained, this Licence Agreement may be terminated forthwith by NewMetrica by notice in writing and shall become effective on the date set forth in such notice; 5.2 Upon expiry or termination of this Licence Agreement or revocation of the licences granted in clause 1 for whatever reason, Licensee shall cease all use of the Technology; and 5.3 The expiry or termination of this Agreement shall be without prejudice to the rights of NewMetrica up to the date of such expiry or termination. 6 FORCE MAJEURE NewMetrica shall not have any liability to the Licensee or to any other party in any way whatsoever for destruction, damage, delay or any other matters of any nature whatsoever arising out of matters beyond their reasonable control, including war, rebellion, civil commotion, strikes, lock-outs or industrial disputes; fire, explosion, earthquake, acts of God, flood, drought or bad weather; the unavailability of deliveries, supplies, third party software, disks or other media or the requisitioning or other act or order by any government department, council or other constituted body. 7 RELATIONSHIP OF LICENSEE TO NEWMETRICA It is agreed and understood that Licensee is not the agent or representative of NewMetrica and has no authority or power to bind or contract in the name of or to create any liability against NewMetrica in any way or for any purpose. It is understood that Licensee is an independent contractor with certain rights confirmed by this Licence Agreement to license for its own use the CMPS-SF on its own accord and responsibility subject to the terms and conditions of this Licence Agreement. 8 WAIVER Failure or neglect by NewMetrica to enforce at any time any of the provisions of this agreement shall not be construed nor shall be deemed to be a waiver of NewMetrica's rights hereunder nor in any way affect the validity of the whole or any part of this Agreement nor prejudice NewMetrica's rights to take subsequent action. 9 NOTICES Any notice required or permitted under the terms of this Agreement or required by statute, law or regulation shall (unless otherwise provided) be in writing and shall be delivered in person, sent by registered mail or air mail as appropriate, properly posted and fully prepaid in an envelope properly addressed or sent by facsimile or email to the respective parties at their registered offices or to such other address, facsimile number or email address as may from time to time be designated by notice hereunder. Any such notice shall be in the English language and shall be considered to have been given at the time when actually delivered if delivered by hand, or upon the next working day following sending by facsimile or email or in any other event within Three (3) Days after it was mailed in the manner hereinbefore provided. 10 ENTIRE AGREEMENT 10.1 This Licence Agreement supersedes any arrangements, understandings, promises or agreements made or existing between the parties hereto relating to the CMPS -SF prior to or simultaneously with this Licence Agreement and constitutes the entire understanding between the parties hereto. 10.2 Licensee acknowledges that it has entered into this Licence Agreement in reliance only on the representations, warranties, promises and terms contained or expressly referred to in this Licence Agreement and, save as expressly set out in this Licence Agreement, NewMetrica shall have no liability in respect of any other representation, warranty or promise made prior to the date of this Licence Agreement. 11 HEADINGS The headings of the paragraphs of this Licence Agreement are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of this Licence Agreement. 12 SEVERABILITY In the event that any or any part of the terms, conditions or provisions contained in this Licence Agreement shall be determined by any competent authority to be invalid, unlawful or unenforceable to any extent such term, condition or provision shall to that extent be severed from the remaining terms, conditions and provisions which shall continue to be valid and enforceable to the fullest extent permitted by law. 13 LAW This Agreement has been made and shall be governed by and construed in accordance with the laws of Scotland. The Parties hereto have caused this Agreement to be executed by their duly authorised representatives.