Standard DLA template for K-REACH
With Sub-licensing
Approval date: 1-Aug-2020

DATA LICENSE AGREEMENT
ACCORDING TO THE ACT ON THE REGISTRATION AND EVALUATION OF CHEMICALS (AREC), KNOWN AS KOREA REACH¹

¹The Act on the Registration and Evaluation of Chemicals (known as Korea REACH) passed the plenary session of the National Assembly in Korea on April 30, 2013 and came into force on Jan 1, 2015.DATA LICENSE AGREEMENT FOR REGISTRATION UNDER KOREA REACH

This Data License Agreement (the "Agreement") is concluded between

The Members of the Adipic Acid REACH Consortium, represented by ReachCentrum SA, having its seat of incorporation at Cantersteen 47, 1000 Brussels, Belgium, represented by Magdalena Selerowska, General Manager.

(hereinafter referred to as the "Data Owner(s)")

and

[Grantee_Details]

(hereinafter referred to as "the Grantee(s)")

Hereinafter referred to individually as a "Party" and collectively as the "Parties".

PREAMBLE

WHEREAS, the Data Owner(s) hold rights on certain Studies relating to the Substance and has (have) the authority to grant rights to refer to, use and copy the Studies;
WHEREAS, ReachCentrum is entitled to duly represent the members of the Data Owner(s) for the purposes of this Agreement and will be referred to as the Data Owner under this Agreement;
WHEREAS, the Grantee considers that the Studies of the Data Owner may be of use for the preparation of its registration dossier on the Substance to be submitted to the Regulatory Authority for the compliance with the requirements of the Act on the Registration and Evaluation of Chemicals (AREC) ("Korea REACH");
WHEREAS, the Grantee desires to refer to the full study reports and to use the (robust) study summaries owned by the Data Owner, solely for the purpose of complying with the requirements of Korea REACH;
WHEREAS the Data Owner is willing to provide License (including right to Sub-License) to the Studies referred to under Annex 2 in the form of a Letter of Access upon receipt of a compensation determined in a fair, transparent and non-discriminatory matter, in accordance with the terms and conditions of this Agreement;
WHEREAS, for the purpose of this Agreement, the Parties shall not exchange competitive or market information including, by way of example and without limitation, prices, identity of customers, raw material costs, manufacturing costs, marketing or sales plans, business plans and profit margins.

NOW, THEREFORE, in consideration of mutual promises, the Data Owner and the Grantee agree as follows:

Article I. Definitions

Terms written in capital letters are defined in the Preamble above, in this Article 1 or in other parts of this Agreement.


Agreement:	This agreement including its Annexes 1 and 2.
Affiliate:	Any legal entity controlling, controlled by, or under common control with, either directly or indirectly, a Party. For purposes hereof, the term "control" means (i) the possession, directly or indirectly, of the power to direct the general management or policies of an entity, whether through the ownership of voting rights, by contract or otherwise; or (ii) the ownership, directly or indirectly, of fifty per cent (50%) or more of the voting rights or other ownership interest of an entity.
Effective Date:	The date upon which the last of the Parties signs the present Agreement.
EU REACH:	Regulation (EC) No 1907/2006 of the European Parliament and of the Council on the Registration, Evaluation, Authorisation and Restriction of Chemicals (REACH).
Letter of Access:	A document signed and addressed by the Data Owner to the Regulatory Authority allowing it to refer to or rely on the Studies as described under Article 2.
License:	Any reference to, and/or reliance on the Studies which the Grantee requires to make a submission to the Regulatory Authority for the purpose of compliance with Korea REACH.
Regulatory Authority:	National Institute of Environmental Research ("NIER").
Studies:	Study/studies listed in Annex 2, copy/copies of the study summaries and/or robust study summaries which have been provided by the Data Owner.
Sub-License:	The reliance by the Grantee on the Studies for the submissions to the Regulatory Authority for the purpose of compliance with Korea REACH by its Affiliates or Third Parties.
Substance:	Adipic Acid [CAS 124-04-9; EC 204-673-3].
Third Party:	Any party that is not a Party to this Agreement.

Article II. License & Sub-License

Within thirty (30) days of receipt of payment of the compensation stipulated in Article 3 below, the Data Owner will grant to the Grantee a one-time, non-exclusive, non-transferable right (License) (with the exception of Grantee's right to grant a Sub-License) to refer to the full study reports and to use the (Robust) Studies Summaries. Such right (license) will be implemented by a Letter of Access in the form set forth under Annex 1 to this Agreement.
The Data Owner will also provide the Grantee with (Robust) Study Summaries in the form of a printfile based on the entries in the EU REACH joint registration dossier of the Data Owner(s).
If requested by the Regulatory Authority, the Data Owner will make the full study reports available to the Regulatory Authority.
The Data Owner further grants the Grantee the right to Sub-License such rights only to its Affiliates and to the co-registrant(s) under obligation to register the Substance under Korea REACH. The Data Owner also allows the consultant [Consultant name] (the "Consultant"), duly appointed by the Grantee, the right to Sub-License such rights only to the co-registrant(s) under the obligation register the Substance under Korea REACH on behalf of the Grantee, solely for the period where the Consultant holds a valid appointment by the Grantee.
The License and right to Sub-License granted hereunder is limited for the sole purpose of compliance with Korea REACH requirements for the Substance. The Grantee and the Consultant shall abstain from any other use, whether commercial or non-commercial. For the avoidance of doubt, any further use of the Studies shall be subject to an additional written agreement.
A Sub-Licence cannot be used in any other way than the rights provided to the Grantee and to the Consultant under this Agreement. The Grantee undertakes to execute any Sub-Licence in a way that it ensures the compliance with the conditions of this Agreement by a written contract. Similarly, the Grantee warrants that any Sub-License by the Consultant shall be executed in a way that it ensures the compliance with the conditions of this Agreement by a written contract. Should any infringement to the conditions set out in this Agreement occur, the Grantee hereby undertakes to pursue any such breach of its contract against the Affiliate or Third Party to whom the access was transferred by the Grantee or by the Consultant.
The Parties recognise and agree that the Studies remain the exclusive property of the Data Owner(s) represented by ReachCentrum and that intellectual property rights and any other protection rights connected with the Studies, including, but not limited to, patents and trademarks, are and shall continue to be the exclusive property of the Data Owner(s) represented by ReachCentrum.
For the sake of clarity, this Agreement does not grant any ownership rights or change existing ownership rights to any of the Studies provided under this Agreement. Neither this Agreement nor any disclosure regarding the Studies shall vest any present or future rights in any patents, trade secrets or property rights and no license(s) other than those specified hereunder.
The Grantee shall ensure the Consultant's compliance with the obligations set out in this Agreement and warrants that it shall hold the Data Owner and ReachCentrum harmless for any loss or damages in case of a breach by the Consultant.

Article III. Compensation

In consideration of the License granted under Article 2 above, the Grantee will compensate the Data Owner.
The compensation for the License and right to Sub-License will be effective by the payment to the Data Owner of the relevant amount of EUR [Bundle amount] in addition to a handling fee of [Handling Fee amount]. Payment is due within thirty (30) days after receipt of an invoice issued by the Data Owner.
All payments due pursuant to this Agreement shall be net payments, i.e. free of any bank or transfer charges or similar charges and without deduction of any taxes, levies or other dues payable. Furthermore, should the Grantee be required under any applicable law or regulation to withhold or deduct any portion of the payment due to the Data Owner, then the sum payable to the Data Owner will be increased by the amount necessary to yield to the Data Owner an amount equal to the sum it would have received had no withholdings or deductions been made.
If the Grantee fails to withhold or deduct an amount as required under any applicable law or regulation (i) any amounts under-withheld and any penalty or interest paid by the Grantee for failing to withhold, shall not be recovered from the Data Owner; and (ii) the Grantee shall indemnify the Data Owner for any claims made against the Data Owner in respect of the amounts under-withheld by the Grantee and any associated penalties and interest.
The compensation mentioned under this Agreement excludes any indirect taxes, including but not limited to Value Added Tax (VAT), Goods and Service Tax (GST), service tax, business tax, as applicable under the applicable laws or regulations. If any indirect taxes are payable under this Agreement, the Grantee will pay to the Data Owner or the relevant tax authority an amount equal to the indirect tax payable, subject to the Grantee receiving a valid tax invoice as required under the applicable law or regulation.

Article IV. Confidentiality

The Grantee agrees to:
1. Treat all information contained in the Studies as confidential and to use the Studies only for the purpose specified in, and according to the terms of, this Agreement;
2. Advise immediately the Data Owner in writing of any disclosure or misuse by a Third Party of the Studies as well as of any request by the Regulatory Authority or any competent authority relating to the disclosure of confidential information;
3. Make all reasonable efforts to ensure that disclosure of the Studies, as required for the compliance with Korea REACH purposes, shall only take place in a form reflecting the minimum information required to be disclosed (e.g. short summaries where possible);
4. Make the confidential information available only to the Consultant, those employees, Affiliates (including their employees) or external consultants (including their employees) who need to have access to the Studies for the purpose specified in this Agreement and who are contractually or otherwise obligated to keep the latter confidential. The Grantee shall be responsible and accountable for the compliance of its Consultant, its Affiliates (including their employees) or its external consultants (including their employees) with the obligations of this Article 4.
In the event the Grantee is requested to disclose the Studies due to a governmental and/or judicial obligation or order other than for the requirements under Korea REACH, the Grantee will immediately inform the Data Owner in writing.
The provisions of this Article 4 shall survive the termination or expiry of this Agreement.

Article V. Term & Termination

This Agreement takes effect on the Effective Date.
The present Agreement, the License and the Sub-License(s) granted hereunder will have no expiration, except as provided under paragraphs 3 and 4 below.
This Agreement, the License and the Sub-License(s) provided hereunder shall expire once the Studies are no longer protected. The Parties acknowledge the data protection periods under EU REACH and Korea REACH.
Any Party may terminate this Agreement, the License and the Sub-License(s) granted hereunder, if the other Party (in case of the Grantee, including the Consultant representing it) is in material breach of any representation, warranty, covenant, or agreement contained in this Agreement, after providing written notice to the other Party of such intent and reason for termination. This termination will be effective thirty (30) days after the date of sending the notice, unless before the end of that period the other Party cured the breach identified in the notice. If the breach is cured in the specified period and the breaching Party receives written acknowledgement from the non-breaching Party that the breach has been cured, then the notice of termination will be void and of no effect.
Upon termination of this Agreement pursuant to paragraph 4 above due to the Grantee's or the Consultant's breach:
1. All Studies in whatever form will be immediately returned by the Grantee to the Data Owner;
2. The Grantee, its Consultant, its Affiliates and Third Parties provided with Sub-License(s) will withdraw any Letter of Access for the Studies that was submitted to the Regulatory Authority;
3. All rights granted to the Grantee and to the Consultant will immediately revert to the Data Owner; and
4. The Grantee will have no claim against the Data Owner, for compensation of loss of business or goodwill for any other damages that may result from termination of this Agreement.
No sums paid under this Agreement shall be refunded.

Article VI. Liability

The Parties shall undertake their obligations in good faith and according to all applicable laws and regulations.
The Grantee acknowledges that in no event shall the Data Owner be liable to the Grantee for any damage of any kind, whether direct or indirect (including, but not limited to, consequential damages, lost profits and trading losses), that may result from reliance on the Studies by the Grantee, unless caused by gross negligence or wilful misconduct.
The Data Owner does not provide any express or implied warranty regarding the quality of the Studies. No warranty is provided for the acceptance by the Regulatory Authority of the Studies in the format provided.
The Grantee has satisfied itself as to the relevancy of the Studies. The Data Owner will have no liability should the Studies or any part of the Studies be questioned in any manner or considered inaccurate, incomplete or insufficient for the purposes of compliance with Korea REACH.

Article VII. Legal entity change

The consent of the other Party shall not be required in case a Party assigns, transfers or delegates its rights and obligations under this Agreement to any of its Affiliates or to a legal successor in ownership by sale, division, merger or consolidation of all or substantially the whole of the business relevant to the Substance referred to in this Agreement, subject to acceptance by the assignee of the terms of this Agreement, to be notified in writing to the other Party without undue delay.

Article VIII. Compliance with competition law

The Parties acknowledge that any activities carried out under this Agreement have to be carried out in full compliance with EU competition law, in particular but not limited to Articles 101 and 102 TFEU as well as any applicable national laws.
Should it become apparent at any time that this Agreement, any provision of this Agreement, or any activity or decision of the Parties, can have a potentially restrictive effect on open and fair competition, in breach of any statutory provision, each Party to this Agreement shall take immediate steps to remedy that situation.

Article IX. Entire agreement

This Agreement, which incorporates Annexes 1 and 2 represents the entire agreement between the Parties for the purposes of granting/obtaining the License and the Sub-License, and supersedes any prior agreement (whether oral or written) relating to the subject-matter of this Agreement between the Parties.
This Agreement may be amended by mutual agreement between the Parties in writing.

Article X. Dispute resolution and applicable law

This Agreement shall be governed by the laws of Belgium, without regard to any principle of conflict or choice of laws that would cause the application of the laws of any other jurisdiction.
If at any time any provision of this Agreement is or becomes invalid or illegal in any respect, this shall have no effect on the validity of the remaining contractual provisions. The invalid provisions are to be replaced, backdated to the time of their becoming ineffective, by provisions which come closest to achieving their objective.

Article XI. Notices

Notices under this Agreement shall be given in writing by registered mail to the addresses specified in this Agreement in relation to each undersigning Party.
Notices may also be given under this Agreement by sending an electronic mail to the signatories outlined below, with acknowledgement of receipt then being made by the recipient via electronic mail to the sender.

IN WITNESS WHEREOF, the undersigned Parties, by their duly authorised officers, have executed and delivered this Agreement.

(SIGNATURE PAGES FOLLOW)
For the Data Owner, ReachCentrum SA

NAME:	Magdalena Selerowska
TITLE:	General Manager
DATE:	______________
SIGNATURE:	____________________________

For the Grantee

NAME:	____________________________
TITLE:	________________________________
DATE:	______________
SIGNATURE:	____________________________

Annex 1
Letter of Access

Subject: Letter of Access for the registration of the Substance under the Act on the Registration and Evaluation of Chemicals (AREC) also known as "Korea REACH"²

To whom it may concern,

Subject to the terms and in consideration of the compensation set forth in the Data License Agreement for registration under Korea REACH dated [Order Date] between the Grantee and the Data Owner, by this letter, the Data Owner, grants the Grantee the right (license) to refer to the below mentioned Studies, solely for the purpose of preparing its Korea REACH registration dossier on the below mentioned Substance for submission to the National Institute of Environmental Research ("NIER"):

GRANTEE:	[Grantee_Details]
SUBSTANCE:	Adipic Acid [CAS 124-04-9; EC 204-673-3]
STUDIES:	as per Annex 2.

This Letter of Access includes the right to sub-license for the purpose of compliance with Korea REACH for the Grantee's Affiliates and co-registrants. The right to sub-license can be executed either by the Grantee or by its duly appointed consultant, [Consultant name], a company established under the laws of [Consultant Country], solely for the period of its valid appointment.

Sincerely,

For the Data Owner,

represented by ReachCentrum SA

Signature:	_______________________________
Name:	_______________________________
Title:	____________________________________
Date:	_____________

²The Act on the Registration and Evaluation of Chemicals (known as Korea REACH) passed the plenary session of the National Assembly in Korea on April 30, 2013 and came into force on Jan 1, 2015.

Appendix 1

CAS 124-04-9 | Data Package [...] t/a

[List of Studies]

Annex 2 - Studies

CAS 124-04-9 | Data Package [...] t/a

[List of Studies with Access Value]

CAS 124-04-9 | Data Package 100 - 1000 t/a