THIS AGREEMENT is made the ______________Day of _____________2000


Oxford University Press (`the Publisher') at Great Clarendon Street, Oxford, OX2 6DP



WHEREAS the Publisher possesses confidential information and expertise in the creation of dictionaries and the User wishes to assess the suitability of the Publisher’s materials for licensed software development, the Publisher has agreed to supply the User with the Full A-Z/Sample (DELETE AS APPROPRIATE) Text of the (INSERT TITLE/S) in machine-readable form (hereinafter called `the Text')

IN CONSIDERATION of the Publisher agreeing to the Text being supplied to the User, the User hereby undertakes:

1. To use the Text for purposes of assessment and research only and not for profit. Any commercial use of the Text or use for purposes other than assessment will be subject to a separate agreement to be negotiated between the Publisher and the User.

2. Any development work undertaken by the User as part of the assessment is at the User’s expense and risk.

3. Copyright in all machine-readable texts issued by the Publisher is reserved.

4. Not to copy in whole or in part the Text, except insofar as this may be necessary for security purposes or for the User's own assessment purposes. Not to distribute the Text to third parties, nor to publish or reproduce it in any way.

5. To give access to the Text only to persons working directly with the User and to require of such persons signed undertakings neither to use the Text except in connection with the User's assessment purposes nor to copy or make available the Text to others; these signed undertakings to be made available to the Publisher on request.

6. Not to hold the Publisher liable for any errors of transcription which may be found in the Text, but to notify the Publisher of such errors wherever possible.

7. The User will disclose to the Publisher the nature of its research activities with the Text and where appropriate disclose samples of the User’s developed versions of the Text.

8. The Publisher will supply the User with an electronic copy of the Text as soon as practicable following signature of this Agreement

9. Should the User breach the terms of this agreement in anyway then the User undertakes to return or destroy (at the Publisher’s option) the Text and all related material supplied by the Publisher and will cease to use the Publisher’s confidential material thereafter, and will compensate the Publisher for any loss of revenues, damage to reputation or any other injury.

10. The Publisher will not disclose to any third party any details of the assessment use of the Text, nor will it disclose in similar fashion any details of the User’s business and product plans, nor its business contacts, partners or customers, except insofar as these details are publicly available.

11. This Agreement terminates three months after date of signature and all material supplied must be returned or destroyed as instructed by the publisher.

12. The duration of the Agreement shall be [2] years from signature.

13. In respect of use of the Text, the User on signature of this Agreement will pay the Publisher a fee of [XX] , payment in 30 days from receipt of invoice.

Signed for and on behalf of the Publisher …………………………………Date...........................

Signed for and on behalf of the User …………………………..…………….Date……………….