Ovid Technologies, Inc. (Non-US)

Ovid Technologies, Inc. (Non-US) Archive License Agreement – American Academy of Neurology Products Only

Before you purchase a license to this Product, you will need to understand fully and agree to this License Agreement that governs your use of it. After reading the Agreement, your signature signifies your acceptance of it. If you have questions, please call Ovid at (800) 343-0064, ext. 744. Please retain a copy of the Agreement for your files. INITIAL(S) ______

This Archive License Agreement – American Academy of Neurology Products Only, dated this ______day of ______, 200__, between Ovid Technologies, Inc., a Delaware corporation having offices at 333 Seventh Avenue, New York, NY 10001 (hereinafter referred to as “Ovid”) and ______, having offices at ______(hereinafter referred to as “Purchaser”; and collectively with Ovid, referred to as the “Parties”) provides for Purchaser’s purchase of a license to the Product, as defined below, subject to the terms and conditions set forth in this agreement (the “Agreement”). The electronic product segments licensed pursuant to this Agreement shall be identified by Ovid and Purchaser via the execution of one or more addenda or Schedules to this Agreement such as Schedule E attached hereto (each such addendum or a Schedule referred to hereafter as an “Addendum”). The Addenda will be considered part of the Agreement.

1. DEFINITIONS.

1.1. “Product” means (i) the American Academy of Neurology archive and (ii) any segment(s) thereof or any additional archive products set forth in Schedule A, Schedule E or in any other Addendum to this Agreement.

1.2. “Authorized Site(s)” means a Purchaser site composed of (i) single or multiple institutions, (ii) single or multiple geographic locations or (iii) a combination of the aforementioned for which Purchaser requests designation by Ovid as sites authorized to access the Product. A list of Authorized Site(s) for purposes of this Agreement is set forth in Schedule B. Purchaser may replace institutions or geographic locations on prior written notice to Ovid and subject to Ovid’s reasonable approval. In the event that Purchaser wishes to add institutions of geographic locations, or acquires or merges with another related or affiliated entity, during the term of this Agreement, Purchaser must notify Ovid in writing, and such additional institutions, geographic locations or acquired or merged entity may be deemed a separate additional site subject to additional fees, at Ovid’s discretion.

1.3. “Authorized Users” mean: (i) Purchaser; (ii) employees of Purchaser; (iii) students, faculty, staff and walk-in users authorized by, and on premises of Purchaser, if Purchaser is an academic institution; and (iv) patrons of Purchaser, if Purchaser is a public library offering access to the Product, in each case to the extent such persons access the Product from an Authorized Site. For purposes of this Agreement, any institutions, associations or organizations related or affiliated with Purchaser will not be deemed “Authorized Users” without Ovid’s express written consent.

1.4. “Permitted Use” means use of the Product by Authorized Users at Authorized Sites only for internal or personal research or training therein. Authorized Users may (i) view the content and data contained therein on terminals, (ii) print data obtained from searches and make limited

revised 12-18-08 -1- copies of such printed search results, (iii) download data obtained from searches, and (iv) for interlibrary loan (ILL) purposes, print data obtained from searches and transmit the printed document through Purchaser’s traditional ILL policies and procedures. The Permitted Use expressly precludes (a) copying, duplication, redistribution, retransmission, publication, transfer or commercial or other exploitation of the Product, in whole or in part, where such acts are contrary to the Permitted Use; (b) preparation of derivative works or incorporation of the Product, in whole or in part, in any other work or system; (c) reverse engineering, decompiling or modification of the Product, in whole or in part; and (d) uploading, downloading, copying or redistributing a journal article or other content in its entirety or lengthy sequence. [NOTE: NO CHANGES TO THIS SECTION PERMITTED WITHOUT AAN’S APPROVAL]

2. USE OF THE PRODUCT.

2.1. In consideration of the License Fee (described in Section 8), Ovid hereby grants to Purchaser the non-transferable (except as provided in Section 11), nonexclusive, perpetual (except as set forth herein) license to allow Authorized Users to access the Product from the Authorized Site(s), subject to the terms and conditions of this Agreement. Authorized Users may use the Product only in accordance with the Permitted Use. [NOTE: NO CHANGES TO THIS SECTION PERMITTED WITHOUT AAN’S APPROVAL]

2.2. Purchaser shall be entitled, subject to the provisions of Section 6 below, to access the Product through an Ovid platform. Ovid (a) may elect to charge an annual platform fee, and (b) will issue Purchaser one or more identification password(s), such number to be determined at Ovid’s discretion, to gain access to the Product during Ovid’s schedule hours of service. Where applicable, Purchaser agrees that the identification password(s) is(are) valid only in the country in which it is issued. Ovid reserves the right, at its sole discretion, to alter or change Purchaser’s identification password(s) as circumstances may warrant.

3. PROPRIETARY RIGHTS AND USE RESTRICTIONS FOR THE PRODUCT.

3.1. The Product, or parts thereof, may be licensed to Ovid under separate agreements between Ovid, Ovid affiliates and/or certain information providers (the “Information Providers”) and are proprietary to Ovid, Ovid affiliates or such Information Providers. No provision of this Agreement conveys any ownership interest in or to the Product, or any specific content thereof, in whole or in part. Title, as well as applicable copyrights, patents, trademarks, trade secrets or other intellectual property rights in and to the Product are, and remain the property of Ovid, Ovid affiliates, or Information Providers, as applicable.

3.2. No rights to use the Product are conveyed to the Authorized Users except as explicitly set forth in this Agreement.

3.3. Some materials in the Product are from copyrighted publications. Authorized Users are referred to the publication data appearing in the bibliographic citations, as well as copyright notices appearing in the original publication. Authorized Users are advised that consultation with legal counsel regarding copyright laws prior to the use of certain material contained in the Product may be appropriate.

3.4. Purchaser hereby grants to Ovid, Ovid affiliates and/or Information Providers the right to enforce or assert on their own behalf the provisions of this Agreement to the extent they pertain to the content contained in the Product.

4. RESTRICTED RIGHTS OF THE UNITED STATES GOVERNMENT. The Product is provided with certain restricted rights applicable to the United States government or its agents only. The use, duplication, modification, display or disclosure by the United States government or its agents is subject

revised 12-18-08 -2- to restrictions as set forth in DFARS 252.227-7015(b)(2), DFARS 227.7202-1(a), DFARS 227.7202- 3(a), FAR 52.227-14 and FAR 52.227-19, as applicable, and any applicable agency FAR supplements.

5. PURCHASER’S OBLIGATIONS. Purchaser agrees to the following:

5.1. in the course of accessing the Product through an Ovid platform, Purchaser will be responsible for (i) installation, costs and maintenance of a communications link and equipment, (ii) communication costs incurred by any Authorized User accessing the Product with a valid password; (iii) the confidentiality and security of the identification password(s) issued to Purchaser by Ovid; and (iv) designating in writing a staff member to be “System Administrator” (project manager) for the purpose of resolving implementation questions, such person to be available to Ovid on a routine and expedited basis when necessary. Purchaser will not be responsible for charges against any identification password(s) that are lost or stolen; provided Ovid has received prompt notice to such effect; and

5.2. to use its best efforts to ensure that Authorized Users comply with the terms and conditions of this Agreement.

6. LIMITED WARRANTIES AND LIMITED LIABILITIES.

6.1. Ovid represents and warrants that it has the complete right and authority to enter into this Agreement and to deliver the Product “AS IS.” Ovid retains the right, if required to do so by Information Providers or operational factors beyond its control to modify or remove portions of the content within the Product at its sole discretion.

6.2. In the course of providing access to Purchaser to the Product through an Ovid platform, Ovid agrees to use reasonable commercial efforts to provide such access on a 24 x 7 basis subject to downtime for maintenance (both scheduled and unscheduled), problems affecting Ovid’s connection to the Internet and general connectivity issues. In addition, as a consequence of factors affecting the transmission of the Product which are beyond Ovid’s control, Ovid will not guarantee performance of the Product through the Internet or other transmission modes. If Purchaser requires greater surety of access for any reason, Ovid may arrange for Purchaser to have dedicated circuit access to the Product through a leading telecommunications carrier for an additional charge to be determined by Ovid.

6.3. Ovid reserves the right to discontinue offering access to the Product through any or all Ovid platforms at any time. Ovid will use reasonable efforts to provide at least 30 days notice of any such discontinuation. Should Ovid no longer provide direct access to the Product, Ovid will use reasonable efforts to make the Product available through another secure, online source. If Ovid elects to discontinue providing access through the Ovid platforms, the unused portion of any annual platform fee (calculated on a monthly basis) will be refunded to Purchaser.

6.4. EXCEPT AS EXPLICITLY SET FORTH ABOVE, OVID, OVID AFFILIATES, AND INFORMATION PROVIDERS EXPRESSLY DISCLAIM AND EXCLUDE ALL EXPRESS AND IMPLIED WARRANTIES (INCLUDING WITHOUT LIMITATION, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE), AND REPRESENTATIONS, WHETHER EXPRESS OR IMPLIED, IN RELATION TO THE PRODUCT, REGARDLESS OF HOW IT IS DELIVERED, THE CONTENT CONTAINED THEREIN AND ACCESS THERETO THROUGH AN OVID PLATFORM OR ANY OTHER PLATFORM. OVID, OVID AFFILIATES, AND INFORMATION PROVIDERS MAKE NO WARRANTIES THAT ACCESS TO THE PRODUCT WILL BE UNINTERRUPTED OR THAT THE PRODUCT WILL MEET PURCHASER’S REQUIREMENTS, OR THAT THE CONTENT IS ACCURATE OR COMPLETE OR THAT THE RESULTS OBTAINED BY ANY AUTHORIZED USERS WILL BE ERROR FREE. NO OVID EMPLOYEE OR AGENT IS AUTHORIZED TO MAKE ANY STATEMENT THAT ADDS TO OR AMENDS THE WARRANTIES OR LIMITATIONS

revised 12-18-08 -3- CONTAINED IN THIS AGREEMENT.

6.5. NEITHER OVID, OVID AFFILIATES, NOR INFORMATION PROVIDERS WILL BE LIABLE TO PURCHASER, AUTHORIZED USERS, OR ANY THIRD PARTY FOR LOSS OF PROFITS, LOSS OF USE OR FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES WHETHER BASED UPON A CLAIM OR ACTION OF CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY OR OTHER TORT, EVEN IF THEY ARE AWARE OF THE POSSIBILITY THEREOF. PURCHASER AGREES THAT THE ENTIRE LIABILITY OF OVID, OVID AFFILIATES AND INFORMATION PROVIDERS, AND THE EXCLUSIVE REMEDY OF THE PURCHASER OR ANY THIRD PARTY, WILL IN NO EVENT EXCEED AN AMOUNT EQUAL TO A PRO RATA PORTION OF THE LICENSE FEE PAID FOR THE PRODUCT BASED ON A FIVE YEAR STRAIGHT LINE AMORTIZATION SCHEDULE.

6.6. Neither Ovid nor its employees and agents will be liable for assistance provided to Authorized Users in performing research using the Product and any such assistance received from Ovid employees or agents will be solely at Authorized Users’ risk.

6.7. Authorized Users, including physicians, health care workers and other professional persons using the Product MAY NOT rely on the information contained in the Product. Alternatively, they must rely on their clinical discretion, judgment and expertise in diagnosis and treatment.

6.8. Any cause of action whether brought by Ovid, Authorized Users or any third party concerning the Product must be commenced within one (1) year after such cause of action has accrued.

7. INDEMNIFICATION. Excluding any claims arising out of or related to the violation by Ovid, Ovid affiliates or Information Providers of any third party copyrights, patents, trademarks or trade secrets (but provided, that Information Providers have indemnified Ovid from and against any and all such claims), Purchaser agrees to indemnify Ovid from and defend, at its own expense (including reasonable attorney’s fees) against any and all claims of third parties (including without limitation, copyright infringement) against Ovid or Ovid’s affiliates arising out of or related to Authorized Users’ use of the Product or any materials provided hereunder, regardless of whether such claims were foreseeable by Ovid; provided that Ovid promptly notify Purchaser of the claim and provides all information and cooperation reasonably necessary to negotiate and defend the claim. At its discretion, Ovid may participate in the defense, or negotiation of any claims. No settlement of a claim against Ovid may be made by a Purchaser without Ovid’s prior written consent, which consent shall not be unreasonably withheld or delayed.

8. PAYMENT. The License Fee for the Product is set forth in Schedule A and any applicable Addendum. Payment will be due upon the execution of this Agreement (or as provided in Schedule E to the contrary). Any annual platform fee, fees for additional Authorized Sites, or other amounts payable by Purchaser will be subject to Ovid’s published rates therefor or as otherwise quoted by Ovid. All invoices are due thirty (30) days after the billing date. In the event that Purchaser fails to make prompt payment, Ovid reserves the right to deny access to the Product through the Ovid platforms until such time as Purchaser’s account is made current. Purchaser will be responsible for the payment of all taxes, or other related fees incurred in connection with this Agreement. If Purchaser shall fail to make any required payment within ten (10) days from the date the same become due and payable, such unpaid amounts shall bear interest from the due date thereof to the date of payment at the rate of eighteen percent (18%) per annum or the highest rate permitted by applicable law, whichever is less.

9. TERM. Upon payment of the License Fee, Purchaser’s right and license to the Product is perpetual (except as set forth below), subject to Sections 8 and 10. However, any access to the Product to be provided through an Ovid platform may be terminated at any time by Ovid subject to the provisions of Section 6.3 hereof and access to the Product in general is subject to the provisions of Section 6.1 hereof. Notwithstanding the foregoing, Purchaser’s license may be terminated by Ovid in

revised 12-18-08 -4- accordance with Section 10 below, including, but not limited to, for any breach by Purchaser or any Authorized Users of Sections 1.4 or 2.1. [NOTE: NO CHANGES TO THIS SECTION PERMITTED WITHOUT AAN’S APPROVAL]

10. TERMINATION. If Purchaser or any of the Authorized Users is in breach of the terms and conditions of this Agreement, including, but not limited to, Sections 1.4 or 2.1, Purchaser will have ten (10) business days in which to cure the breach (for breaches which are capable of cure). Ovid shall have the option, in its discretion, of suspending any access to the Product during the cure period. If the Purchaser has not cured the breach during such period (or immediately for breaches which are not capable of cure), the Ovid may revoke the license and terminate this Agreement, in addition to pursuing all other legal remedies. The provisions of this Agreement which protect the proprietary rights of Ovid, Ovid affiliates, and Information Providers will continue in force after termination. Any termination, whether or not for breach, will not affect any obligation or liability of a party arising prior to termination of the Agreement. [NOTE: NO CHANGES TO THIS SECTION PERMITTED WITHOUT AAN’S APPROVAL]

11. ASSIGNMENT. This Agreement may not be transferred or assigned by Purchaser except with the prior written consent of Ovid. Notwithstanding the foregoing, Purchaser may, upon notice to Ovid, but without consent, assign this agreement to a successor in interest to Purchaser; provided no additional Authorized Sites shall be added to this Agreement unless, at Ovid’s discretion, additional fees are paid.

12. ENTIRE AGREEMENT. This Agreement (explicitly including for purposes of clarity, any and all Addendums) constitutes the entire agreement of the Parties with respect to its subject matter. It is expressly agreed that any terms of a purchase order or similar instrument issued by Purchaser with respect to this Agreement will not affect the terms and conditions of this Agreement. This Agreement may not be modified or amended except by written consent of the Parties.

13. NOTICES. All notices, consents or other communications referred to herein will be in writing and will be conveyed to the other party by First Class Mail or electronically at the appropriate addresses indicated in Schedule A by the Parties. Service of such notice, consent or other communication hereunder will be effective on the fifth day after the day of mailing or the same day as the day of transmission.

14. FORCE MAJEURE. Ovid will not be liable for any delay, failure in performance or interruption of service due to any unforeseen circumstances or circumstances, operational or otherwise, beyond its control, including, without limitation, war, strikes, civil disturbances and Acts of God.

15. SEVERABILITY. If a term or condition of this Agreement is found by a court or administrative agency to be unenforceable, the remaining terms and conditions will remain in full force and effect.

16. GOVERNING LAW. This Agreement will be governed by the laws of the State of New York, in the United States of America, without giving effect to the principles of conflict of law thereof, and excluding the United Nations Convention on Contracts for the International Sale of Goods. Unless otherwise agreed in writing by the Parties, this Agreement and all related documents shall be drawn up in English. Any translations of this Agreement into any other language shall have no effect. All proceedings related to this Agreement shall be conducted in the English language.

17. JURY TRIAL WAIVER. EACH PARTY HEREBY WAIVES ITS RIGHT TO A JURY TRIAL IN CONNECTION WITH ANY DISPUTE OR LEGAL PROCEEDING ARISING OUT OF THIS AGREEMENT OR THE SUBJECT MATTER HEREOF.

18. DISPUTE RESOLUTION METHOD AND VENUE. Unless the Parties otherwise provide in the purchase order or similar instrument, the Parties agree that any dispute arising hereunder shall be submitted for dispute resolution in the method and venue determined by the Subscriber’s principal place of business, as follows: in the United States, disputes shall be submitted to a state or federal court sitting in Cook County, Illinois; in Canada, disputes shall be submitted to the federal and provincial

revised 12-18-08 -5- courts sitting in Toronto, Ontario; in the Americas, except Canada and the United States, disputes shall be submitted to arbitration in Miami, Florida, U.S.A., under the rules of the American Arbitration Association; in Europe, the Middle East and Africa: disputes shall be submitted to arbitration in London, England, under the Arbitration Rules of the London Court of International Arbitration; in Asia Pacific: disputes shall be submitted to arbitration in Sydney, (NSW) Australia, under the rules of the Australian Commercial Disputes Centre Ltd.

19. ARBITRATION PROCEDURES. Unless the Parties otherwise provide in the purchase order or similar instrument, the Parties agree that the following procedures shall apply to any disputes under this Agreement which are submitted to arbitration. Arbitration shall be conducted before a single arbitrator selected in accordance with the applicable arbitration rules, unless the amount in dispute exceeds the equivalent of US$250,000. If the amount in dispute exceeds the equivalent of US$250,000, it shall be decided by three arbitrators, one to be selected by each Party and the two party-appointed arbitrators to agree upon the third. The arbitrator(s) must have experience with and knowledge of the licensing of software, and have been admitted to the practice of law for at least ten years. Under no circumstances are the arbitrators authorized to award damages contrary to Section 6 of this Agreement. The arbitrator(s) shall be authorized to award costs and attorney’s fees or to allocate them between the parties. Any court with jurisdiction shall enforce the agreement of the parties to arbitrate their disputes and enter judgment on any award.

revised 12-18-08 -6- IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed this ______day of ______, 200__ and hereby represent and warrant that their respective signatory below has been and is, on the date of this Agreement, duly authorized by all necessary corporate action to execute this Agreement.

OVID TECHNOLOGIES, INC. [PURCHASER]

By: ______By: ______

Name:______Name:______

Title: ______Title: ______

Date: ______Date: ______

revised 12-18-08 -7- Schedule A: Account Information

Ship To: Bill To: Attention Attention:

Institution: Institution:

Address: Address:

City: City:

State/Province: State/Province:

Zip/Postal Code: Zip/Postal Code:

Country: Country:

Telephone: Telephone:

Fax: Fax:

Email: Email: [ ] Purchaser’s Current Ovid Account Number is ______. Use information on file for Ship To and Bill To Addresses and other contact information

System Phone: Administrator: ______Title: Email: ______□ Update S/T different than initial S/T? □ Distributor? (attach additional sheet)

FOR AMERICAN ACADEMY OF NEUROLOGY PRODUCTS ONLY

LICENSE FEE FOR THE PRODUCT: ______

Customer #: Orion #: ______Site #: Account Type: □ Single Site □ Consortia □ Multi-site Customer: □ Existing □ New Market: □ Academic/Medical □ Corporate □ Government Tax Status: □ Non-exempt □ Exempt: ______For internal Ovid use only

The following additional forms apply to this order: □ Schedule B: Authorized Site/Member Libraries □ Schedule E: Form of Addendum □ Schedule C: Authentication □ Schedule D: Account Preferences

revised 12-18-08 -8- DM Version (revised 11-14-06)

Sales Rep ______Rep ID:______Mgr: ______

Schedule B: Authorized Sites/Member Libraries

Primary Site: ______(Site Code A) **Attach additional sheet if necessary

Site Institution/Site Address Contact Code A

Schedule C: Authentication

To expedite the fulfillment of your Ovid order, please note the following: (1). Test and validate all IP addresses prior to submission of this form; (2). The following IP addresses are valid: XXX.XX.XXX.XXX to XXX.XX.XXX.XXX and XXX.XX.XXX.XXX to XXX.XX.XXX.XXX.

Site Password? IP Start IP End Code

A ......

B ......

C ......

D ......

E ......

F ......

G ......

H ......

I ......

J ......

Schedule D: Account Preferences

Change only those preferences which differ from the default settings; it will be understood that unless there are changes, the default settings are accepted. Default A B C D E F G H I J News Page Ovid Display database List Yes at startup? Default database at No startup? Allow basic mode? Yes Advance Default search mode d Server timeout 15 min. Max. number of citations Focus enabled? Yes Show subheadings? Yes Allow permanent No saves? Time for temporary 24 hrs. save (hours) Allow email “From”? Yes Number of citations to 10 display Search history display lines

Number of index 10 values Additional customization No required?

Schedule E: Product Segments Form of Addendum

THIS IS AN ADDENDUM to that certain Ovid Technologies Inc. Archive License Agreement dated as of ______, 200_, (the “Agreement”) by and between Ovid Technologies, Inc. (“Ovid”) and ______(“Purchaser”), and shall be considered part of the Agreement. Pursuant to this Addendum, Ovid is hereby granting, and Purchaser is hereby accepting, a license to the additional Product Segment(s) listed below. The Product Segment(s) listed below shall be considered within the term “Product” as defined in the Agreement, and are being licensed to Purchaser under and subject to all the terms and conditions of the Agreement as if these Product Segment(s) were originally listed in Schedule A of the Agreement.

Name of Product Segment(s)

License Fee for the Segment Product(s) listed above: ______.

The License Fee is payable as follows: ______

IN WITNESS WHEREOF, Ovid and Purchaser have executed this Addendum as of this __ day of ______, 200_/

OVID TECHNOLOGIES, INC. [PURCHASER]

By: ______By: ______

Name:______Name:______

Title: ______Title: ______

revised 12-18-08 -15-