Non Exclusive License Agreement

Licence Agreement

1. This Agreement is made between the International Atomic Energy Agency (hereinafter referred to as the "IAEA") whose address is Vienna International Centre, P.O. Box 100, A-1400 Vienna, Austria, Austria, and (hereinafter referred to as the “Licensee”) whose address is

2. The Licensee hereby acknowledges that: (i) it has requested the IAEA a CD-ROM containing the Multimedia on Scientific and Technical Challenges in Nuclear Power Development made by Mr Victor M. Murogov of the National Research Nuclear University and the Institute Atomic Power Engineering, the Russian Federation (hereinafter referred to as the “NPD Multimedia”), (ii) it has been informed that the IAEA has been provided with the necessary rights for the distribution of the NPD Multimedia and the issue of the licence under this Agreement, and (iii) the views expressed in the NPD Multimedia are not necessarily those of the IAEA.

3. Subject to the terms and conditions set forth below, the IAEA hereby grants to the Licensee a non-exclusive licence to use the NPD Multimedia as a tool for education and training in nuclear power development. No other rights, other than those explicitly provided herein, are being granted.

4. This Agreement does not create any obligations on the part of the IAEA other than to provide the Licensee with up to a maximum of five CD-ROMs containing the NPD Multimedia.

5. The Licensee expressly undertakes to:

(a) use the NPD Multimedia exclusively as a tool for education and training in nuclear power development. (b) not make any commercial use of the NPD Multimedia. (c) not alter any proprietary markings on the NPD Multimedia or on any material or documentation supplied in connection with the NPD Multimedia and shall take all steps necessary to protect the NPD Multimedia from unauthorized use, reproduction, and disclosure. (d) include the copyright notice originally placed on the NPD Multimedia on all and any copies, whether in whole or in part, in any form, including partial copies, of the NPD Multimedia. (e) not claim any industrial, intellectual or other proprietary rights over the NPD Multimedia or any part thereof. (f) return or destroy, upon the written request of IAEA, any recordings and copies made by Licensee of NPD Multimedia. In addition, at the IAEA’s request, the Licensee shall purge the NPD Multimedia from any computer storage device or medium on which the NPD Multimedia has been placed. The Licensee shall provide the IAEA with a written confirmation that it has complied with this provision.

6. The IAEA makes no warranties of any kind, either expressed or implied as to any matter including, but not limited to, warranty of fitness for purpose, or merchantability, results obtained from the use of the NPD Multimedia, or the secured, innovative or relevant nature of the NPD Multimedia. The IAEA expressly excludes liability for consequential loss or damage which may arise in respect of the NPD Multimedia, its use or inability of use or for loss of profit, business, revenue, goodwill or anticipated savings.

7. The Licensee shall not hold the IAEA and its officials, agents and employees liable for damage to property of third parties or of the Licensee and the Licensee shall indemnify, hold and save harmless and defend, at its own expense, the IAEA, its officials, agents, servants and employees, from and against all suits, claims, demands and liability of any nature or kind, including their costs and expenses, arising out of any use of the NPD Multimedia that is contrary to the terms of this Agreement.

8. The Licensee acknowledges that no copyrights, patents or other intellectual property rights used or embodied in or in connection with the NPD Multimedia shall be transferred to the Licensee under this Agreement. The Licensee shall not during or at any time after the termination of this Agreement in any way question or make any claims for such rights. 9. Except as otherwise provided herein, the Licensee shall not assign, transfer, pledge or make any other disposition of this Agreement or of any part thereof or of any of its rights, claims, liabilities or obligations under this Agreement without the prior written consent of the IAEA.

10. The IAEA reserves the right to revoke the licence at any time upon thirty (30) days prior notice. As of the date of receipt of such notice from the IAEA, the Licensee shall cease all use of the NPD Multimedia and shall take immediate steps to ensure that all persons to whom it has provided with access to the NPD Multimedia cease their use of NPD Multimedia and return all NPD Multimedia or copies thereof to the designated by the Licensee to collect such material. The Licensee shall confirm in writing to the IAEA its compliance with this provision, and shall provide the IAEA with the contact details of the person designated to collect the NPD Multimedia and any related material.

11. Any disputes arising out of or relating to interpretation or implementation of this Agreement, which cannot otherwise be settled by the Parties, shall be referred by either Party to arbitration for settlement in accordance with the UNCITRAL Arbitration Rules as in force at the date the dispute is referred to arbitration. The number of arbitrators shall be one. The place of arbitration shall be Vienna, Austria. The language of the arbitration shall be English. The decisions of the arbitrator shall be final and binding on the Parties.

12. Nothing in this Agreement shall be construed as a waiver of the privileges and immunities accorded to the IAEA by its Member States.

13. No modification of, or changes to, this Agreement or waiver of any provision shall be valid unless made in writing and approved by the duly authorized representatives of the Parties.

14. The Licensee agrees that Mr Victor M. Murogov shall be beneficiaries to this Agreement with respect to the Licensee’s obligations and shall be entitled to seek redress against the Licensee in the event of the Licensee’s breach of this Agreement.

FOR the International Atomic Energy FOR the Licensee: Agency:

(Signature) (Signature)

Nuclear Knowledge Management Section, Department of Nuclear Energy (Name and Title) (Name and Title)

Vienna, Austria (Place and Date) (Place and Date) Licence Agreement