(1) Saxo Bank A/S, Philip Heymans Allé 15, DK-2900 Hellerup, Denmark (Company No: ) (hereafter Saxo Bank );

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1 LICENSE AGREEMENT This License Agreement is made on [DATE] between: (1) Saxo Bank A/S, Philip Heymans Allé 15, DK-2900 Hellerup, Denmark (Company No: ) (hereafter Saxo Bank ); and (2) [ ], (COMPANY S ADDRESS) (Company No. XXXXX) (hereafter Licensee ) WHEREAS: (A) (B) (C) (D) (E) Saxo Bank is a fully licensed and regulated European bank and a leading facilitator in the global capital markets, aggregating liquidity, offering access to exchanges and providing its suite of products and platforms to institutions, private clients, banks and brokerages around the world. Saxo Bank has developed an online trading system which enables its clients to enter into transactions with Saxo Bank for the purchase or sale of Securities, currency, commodities or other assets and into derivative and other financial instrument transactions. The Licensee wishes to use a trading facility via Microsoft Dynamics NAV in order to give Licensee the possibility of trading FX-spot using Saxo Bank's online Saxo ERPTrader, and accordingly the parties have agreed to enter into this Agreement. The Licensee s trading on the Saxo ERPTrader is subject to onboarding pursuant to Saxo Bank s prevailing onboarding requirements and subsequent approval as amended form time to time. This Agreement and Saxo Bank s general business terms as amended from time to time documents the relationship between the Parties and thus sets out the agreed terms and conditions upon which Licensee will engage in the above-mentioned business relationship and the terms and conditions for all services provided but the extent not covered by Partner s responsibilities. License Agreement (August, 2013) Page 1

2 TABLE OF CONTENTS 1 Definitions Interpretation of Terms Product Fees, commissions and other charges Grant of license and proprietary rights Assignment Limitation of Liability Errors and Defects Special market conditions and force majeure Confidentiality Termination Miscellaneous Governing law and choice of jurisdiction...12 License Agreement (August, 2013) Page 2

3 IT IS HEREBY AGREED as follows: 1 Definitions Interpretation of Terms 1.1 In this Agreement, unless the context otherwise requires, the following words shall have the following meanings: Agreement shall mean this Agreement, including any schedule attached hereto, and any later amendment or supplement hereto made between the Parties; Event of Default shall mean any of the following events occurring in relation to Licensee or Saxo Bank, as the case may be: (a) Licensee s failure to make any payment or delivery to Saxo Bank; (b) any breach of this Agreement by a Party which, if capable of remedy, has not been remedied within 10 (ten) Business Days of the other Party notifying the Party in breach in writing of the breach and requesting that it be remedied; (c) the occurrence of an event or circumstance which Saxo Bank reasonably considers has, will have or is likely to have, a detrimental effect on this Agreement or Licensee s ability to perform any of its obligations under any Contract or this Agreement; (d) an Act of Insolvency; and (e) any admission that a Party is unable to or does not intend to perform any of its obligations under this Agreement Intellectual Property Rights shall mean copyrights, (including rights in computer software), patents, trademarks, trade names, service marks, business names (including internet domain names), design rights, database rights, semi-conductor topography rights, rights in undisclosed or confidential information (such as knowhow, trade secrets and inventions (whether patentable or not)), and all other intellectual property or similar proprietary rights of whatever nature (whether registered or not and including applications to register or rights to apply for registration) which may now or in the future subsist anywhere in the world; Licensee shall mean a user who has signed up for the Saxo ERPTrader. License Agreement (August, 2013) Page 3

4 1.1.5 Partner shall mean the authorized distributor of Saxo Bank from whom the Licensee has purchased the End User License Agreement Party shall mean each of Saxo Bank and Licensee and Parties shall be construed accordingly; Saxo ERPTrader shall mean a branded version of Saxo Bank s proprietary trading platform Software shall mean the software of Saxo Bank, to which the Licensee has acquired a license- and update agreement Trade shall mean placing an order for buy or sell of a financial product offered on the Saxo ERPTrader ; Trading Platform shall mean Saxo Bank s proprietary trading platforms made available to Licensee; and "Website" shall mean Saxo Bank's website as it may be replaced or substituted or amended from time to time. 1.2 In the event of any conflict between this Agreement and any Schedule thereof, the terms of the Schedule shall prevail to the extent relevant to the subject matter of that Schedule. 1.3 References to the singular shall include the plural and vice versa, and references to a person shall include an individual, firm, company, corporation, unincorporated body of persons and any government entity and shall include any successors in title, permitted assignees and permitted transferees. 1.4 Headings are for ease of reference only and shall not affect the interpretation of this Agreement. References to clauses and schedules are to clauses and schedules of this Agreement. References to this Agreement or any other document are to that document as from time to time amended, restated or replaced. 1.5 References to any statute or statutory provision include any subordinate legislation made under it and include any provision amending it or re-enacting it. 1.6 The words other, including, in particular and such as shall not limit the generality of any preceding words or be construed as being limited to the same class as the preceding words where a wider interpretation is possible. License Agreement (August, 2013) Page 4

5 2 Product 2.1 Saxo ERPTrader The Licensee will be onboarded via Saxo Bank s standard onboarding flow in order to trade and use with a limited license the Saxo ERPTrader trading facilities Licensee s trading on the Saxo ERPTrader will be governed by Saxo Bank s prevailing general business terms, as amended from time to time, as set out on the website Updates Saxo Bank will update the Saxo ERPTrader when Saxo Bank s trading platform is continuously updated and enhanced to secure competitiveness, robustness and security in so far as such updates are, in its opinion, relevant to the Saxo ERPTrader and the transactions entered into This Agreement includes delivery of updates to the Software; however the Agreement does not cover update of standard software components delivered from third parties, which are incorporated in the Software delivered by Saxo Bank. Saxo Bank s update service puts the updates at the disposal of the Licensee through Saxo Bank s Partner. This agreement does not cover update of custom fit adjustments of, or modifications to the Software, notwithstanding such adjustments or modifications may be made and/or developed by Saxo Bank Updates will, if requested by the Licensee, be implemented under assistance of the Partner The Licensee acknowledges that use of an updated may require acquisition of extra licenses and/or consulting services from the Partner or third party The Licensee is responsible for installation of updates and must pay for the expenses related thereto. During installation of the updates the Licensee must follow the included documentation, instructions and guidelines from Saxo Bank The Licensee alone is responsible for backup of all stored data and configuration before any update of the Software In accordance with this Agreement the Licensee will be granted access to update services as described. The service is delivered at the choice of Saxo Bank either by License Agreement (August, 2013) Page 5

6 giving the Licensee online access to download an update or by delivery of an electronic media The Licensee acknowledges that updates to the Software may not work with the Licensee s hardware, add-on, third party software or custom fit adjustments or modifications The use of updates is the sole responsibility of the Licensee, and Saxo Bank can under no circumstances be held liable for any problems or inexpediency that updates may cause. 3 Fees, commissions and other charges The Licensee will pay Saxo Bank s standard fees as set out on the website for its Trades. 4 Grant of license and proprietary rights 4.1 Saxo Bank grants to Licensee a personal, perpetual, non-exclusive and non-assignable license to fulfill Licensee s business purposes under the terms of this Agreement. 4.2 Licensee may not use the Saxo ERPTrader for any purpose other than that set out in clause 4.1 or expressly agreed in writing between the Parties, nor shall Licensee permit any third party to use the Saxo ERPTrader nor use the Saxo ERPTrader on behalf of or for the benefit of any third party in any way whatsoever (including using the Saxo ERPTrader for the purpose of operating a bureau service, facilities management service, outsourcing service, or any other unauthorised arrangement). 4.3 The Software is a standard product. It shall be the sole responsibility of the Licensee to ensure that the functions in the Software fulfill the requirements and expectations of Licensee. 4.4 The Licensee s right of use to the Software requires that the Licensee has duly entered into a contact with one of Saxo Bank s Partners for acquisition of license right to the Software and number of users in use by the Licensee and furthermore, that such license has been duly paid for. 4.5 All Intellectual Property Rights belonging to a Party prior to the signing of this Agreement will remain vested in that Party. License Agreement (August, 2013) Page 6

7 4.6 Saxo Bank remains the sole owner of any of its data, information or files that Licensee may have access to in accordance with this Agreement. 4.7 The Saxo ERPTrader and any related Intellectual Property Rights remains the exclusive property of Saxo Bank or its licensors at all times. Furthermore, Licensee does not obtain access to the source code of the Saxo ERPTrader. 4.8 Licensee agrees that it shall not at any time do or (so far as it is reasonably able) allow any act or thing which prejudices, or is likely to prejudice, Saxo Bank s Intellectual Property Right in the Saxo ERPTrader pursuant to this Agreement, or acquire, or attempt to acquire, or claim any title to interest in the Saxo ERPTrader or any service conducted by Saxo Bank or any other of Saxo Bank s proprietary rights. 4.9 Licensee will not disassemble, decompile, reverse translate or in any other manner decode the Saxo ERPTrader Licensee shall use reasonable endeavours to prevent any violation of Saxo Bank s proprietary rights in the Saxo ERPTrader and shall promptly report to Saxo Bank any such violation that comes to its attention. In particular, Licensee shall: implement suitable disciplinary procedures for employees who make unauthorised use of the Saxo ERPTrader ; and not permit third parties to have access to the Saxo ERPTrader without the prior written consent of Saxo Bank. 5 Assignment 5.1 The Licensee shall have no right to sell, rent out, lend, lease, sublicense, transfer or otherwise assign rights and obligations given under this Agreement. Assignment also includes transfer or adoption in connection with a merger, demerger, outsourcing and similar events or activities within and outside the group of companies to which the Licensee belongs. 5.2 If the Licensee assigns the Software, including any documentation, in conflict with the provisions above, Saxo Bank may terminate this Agreement with immediate effect, as described in section 10. License Agreement (August, 2013) Page 7

8 6 Limitation of Liability 6.1 Licensee uses the Saxo ERPTrader at its own risk and Saxo Bank is not liable for any use of the trading platform. The trading platform and its content are provided "as is" and Saxo Bank does not represent the functionality or suitability of the trading platform for Licensee, or that it will be uninterrupted or error free. All conditions, warranties, covenants, representations and undertakings which might be implied, whether statutory or otherwise, in respect of Saxo Bank s obligations hereunder are excluded to the maximum extent permitted by law. Licensee acknowledges and accepts that any information on the trading platform may be inaccurate, incomplete and/or not up to date. 6.2 Saxo Bank shall not in any circumstance be liable for any indirect or consequential loss, including any loss of profits, loss of goodwill or loss of business opportunity. 6.3 Saxo Bank shall not be liable for, and gives no representation in connection with, the performance or profitability of the Saxo ERPTrader. 6.4 The Parties agree that the limitations on liability contained in this clause 5 have been subject to commercial negotiation and are fair and reasonable having regard to the circumstances which are, or ought reasonably to be, known or in the Parties contemplation at the date of this Agreement. 7 Errors and Defects 7.1 The Software delivered under this Agreement is a standard product, and the Licensee is aware that no software product is faultless in all situations and combinations. 7.2 Saxo Bank shall not be liable for any defects. This Agreement includes neither warranty against defects, nor any warranty of fitness or suitability for a particular purpose. 7.3 Immediately of a reproducible error or defect is discovered or should be discovered the Licensee must give notice to Saxo Bank s Partner, with which the Licensee is cooperating at the time of the notification. Upon notification the Licensee must specify the error or defect. 7.4 Saxo Bank shall use its best endeavors to remedy errors and defects which are reproducible in the standard database of Saxo Bank. Saxo Bank shall attempt to remedy such errors or defects, which are of essential, significant importance for the License Agreement (August, 2013) Page 8

9 running of the Software. Saxo Bank will begin remedying an error or defect as soon as possible after Saxo Bank has received notification of the error or defect from Saxo Bank s Partner. 7.5 The actual scope and procedure for remedy of any errors or defects is at the free and independent discretion of Saxo Bank. Saxo Bank may remedy errors and defects by releasing an update of the Software. 7.6 Saxo Bank will remedy non-essential errors and defects to the extent Saxo Bank finds it necessary. Saxo Bank is entitled to postpone the remedy of non-essential errors or defects to the next update of the Software. 8 Special market conditions and force majeure 8.1 Saxo Bank is entitled, in its reasonable professional opinion, to determine that an emergency or exceptional market condition exists. Such conditions include the suspension or closure of any market, the abandonment or failure of any event to which Saxo Bank relates its quotes or the occurrence of an excessive movement in the level of any trade and/or underlying market or Saxo Bank s reasonable anticipation of the occurrence of such a movement. In such cases, Saxo Bank shall be entitled to no to provide its service according to this agreement. 8.2 Without prejudice to clause 8.1, if and to the extent that either Party is hindered or prevented by circumstances not reasonably foreseeable and not within its reasonable ability to control from performing any of its obligations under this Agreement and promptly so notifies the other Party, giving full particulars of the circumstances in question, then the Party so affected shall be relieved of liability to the other for failure to perform such obligations, but shall nevertheless use its best endeavours to resume full performance of such obligations without avoidable delay. Such events may include any technical difficulties such as telecommunications or computer failures or disruptions, non-availability of either Party s website, failure of any exchange, clearing house or settlement system, declared or imminent war, terrorism, civil unrest or catastrophes of nature. If such an event has subsisted for a continuous period of 3 (three) months after notice thereof is given, and continues to subsist, the other Party shall be entitled by giving 1 (one) week's written notice to terminate this Agreement with termination taking effect upon the expiry of such notice. For the avoidance of doubt, the lack of financial funds shall never be considered an unforeseeable and/or uncontrollable excuse. License Agreement (August, 2013) Page 9

10 9 Confidentiality 9.1 Licensee accepts that Saxo Bank may within the limitations set out in applicable law share information about Licensee with other entities within the Saxo Bank group for the purpose of enabling such other entities to assist in providing the services offered to Licensee under this Agreement. Such other entities shall be subject to equivalent requirements for treating confidential client information as Saxo Bank. 9.2 Each Party shall observe the confidentiality of the other Party in connection with the performance of its obligations under this Agreement including any information relating to the business, investments, finances and customers of the other Party. Neither Party shall, other than as set out in clause 9.1, disclose such information or information about this Agreement to any person unless required to do so by any applicable law or by any regulatory or supervisory authority or by any other person entitled by law to require disclosure provided that, where permissible, it has first notified the other Party in writing or it has obtained the other Party s prior written consent. The same obligations apply to all employees, sub-contractors and agents of each Party and each Party shall use all reasonable endeavours to prevent any such disclosure by any such person. 9.3 The obligations in clause 9.2 shall not apply to any information which has been independently developed by the relevant Party or which is publicly available or which falls into the public domain through no fault of the relevant Party or comes into the relevant Party s possession by other means. Further, clause 9.2 shall not apply to information provided by Saxo Bank to a third party who has signed a non-disclosure agreement with Saxo Bank according to which the third party undertakes a confidentiality obligation similar to the obligation set out in Termination 10.1 This Agreement comes into effect on the date on which it is countersigned by Licensee This Agreement shall terminate on (i) the date falling not less than 6 (six) months after a termination notice has been given in writing by either Party to the other, or (ii) by written agreement between the Parties On the occurrence of an Event of Default by either Party, the other Party may terminate this Agreement with immediate effect License Agreement (August, 2013) Page 10

11 10.4 This clause 10 and clauses 4, 5, 6, 9 and 12 shall continue to apply after termination of this Agreement until they cease to be relevant. 11 Miscellaneous 11.1 Amendment and assignment Any provision of this Agreement may be supplemented or amended by written agreement between the Parties Unless otherwise agreed, neither Party shall be entitled to assign any or all of its rights or benefits under this Agreement No waiver No delay or omission on the part of either of the Parties in exercising any right, power or remedy provided by law or under this Agreement, or partial or defective exercise thereof, shall: (a) impair or prevent further or other exercise of such right, power or remedy; or (b) operate as a waiver of such right, power or remedy No waiver of any breach of any term of this Agreement shall (unless expressly agreed in writing by the waiving Party) be construed as a waiver of a future breach of the same term or as authorising a continuation of the particular breach Illegality, invalidity and unenforceability If any provision of this Agreement is found to be illegal, invalid or unenforceable under any applicable law, such provision shall, insofar as it is severable from the remaining provisions, be deemed omitted from this Agreement and shall in no way affect the legality, validity or enforceability of the remaining provisions. The Parties shall instead use best endeavours to promptly negotiate a legally valid replacement provision which economic effect shall to the furthest extent possible mirror that of the illegal, invalid or unenforceable provision. License Agreement (August, 2013) Page 11

12 11.4 Entire agreement This Agreement constitutes the entire agreement between the Parties and supersedes any prior agreement, understanding or arrangement between the Parties relating to the subject matter of this Agreement Technical Support Not withstanding clause 9 (Confidentiality) above, Saxo Bank may disclose relevant information on Licensee to third parties for the purpose of enabling such third party to provide technical support to Licensee Counterparts This Agreement may be executed in any number of counterparts, each of which is an original but such counterparts shall, together, constitute one instrument. 12 Governing law and choice of jurisdiction 12.1 This Agreement and any non-contractual obligations arising in connection with it shall be governed by and interpreted in accordance with the laws of Denmark The Parties agree that the courts of Denmark have exclusive jurisdiction to settle any dispute which may arise in connection with the creation, validity, effect, interpretation or performance of, or the legal relationships established by this Agreement or otherwise arising in connection with this Agreement. License Agreement (August, 2013) Page 12

13 IN WITNESS WHEREOF the Parties have executed this Agreement on the respective dates specified below with effect from the date specified on the first page of this Agreement Date:... Saxo Bank A/S Name... Title... Name... Title... Date:... Company Name Name... Title... Name... Title... License Agreement (August, 2013) Page 13