Soda Ash Consortium-approved DLA template for UK-REACH
No Sub-licensing
Version: 27-Sep-2022

DATA LICENSE AGREEMENT
ACCORDING TO UK REACH¹

¹The REACH etc. (Amendment etc.) (EU Exit) Regulations 2020 (also known as UK REACH) came into force on Jan 1, 2021.
DATA LICENSE AGREEMENT FOR REGISTRATION UNDER UK REACH

This Data License Agreement for Registration under UK REACH (the "Agreement") is concluded between

ReachCentrum SA, a company established under the laws of Belgium, having its registered office at Cantersteen 47, 1000 Brussels, Belgium, represented by Magdalena Selerowska, General Manager (hereinafter referred to as "ReachCentrum"), acting on behalf and for the account of the Individual Members of the Sodium Carbonate and Sodium Hydrogen Carbonate REACH Consortium

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

and

[Grantee_Details]

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

ReachCentrum and the Grantee will be hereinafter referred to individually as a "Party" and collectively as the "Parties".

PREAMBLE

WHEREAS, the Data Owner holds rights on certain Studies relating to the Substance and has the authority to grant rights to refer to, use and copy the Studies;
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 REACH etc. (Amendment etc.) (EU Exit) Regulations 2020 (as amended from time to time) ("UK REACH");
WHEREAS, the Grantee desires to refer to the full Study reports and where applicable, to use the (robust) Study summaries and/or the CSR owned by the Data Owner, solely for the purpose of complying with the requirements of UK REACH;
WHEREAS, ReachCentrum is entitled to duly represent the Data Owner for the purposes of this Agreement and has obtained all necessary approvals and consents from the Data Owner in order to duly execute this Agreement and perform its obligations under this Agreement;
WHEREAS, the Data Owner is willing to provide the Grantee with a License as defined under Article II below, upon receipt of a compensation determined in a fair, transparent and non-discriminatory manner, 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 starting with 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.
Annex:	An attachment to this Agreement that makes integral part of this Agreement and is expressly referenced hereunder.
Appendix:	An enclosure to an Annex. All Annexes and Appendices expressly referenced in this Agreement are hereby incorporated herein and form an integral part of this Agreement.
Confidential Information:	All information contained in the Study or Studies.
Effective Date:	The date upon which the last of the Parties signs this 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).
Intellectual Property Rights:	"Intellectual Property" means all discoveries, inventions, improvements, developments, procedures, processes, formulations, know-how, trade secrets, formulae, trademarks, service marks, trade dress, designs, logos, packaging, proprietary information, technical information, techniques, works of authorship, drawings, models, manuals and systems, whether or not patentable or copyrightable or otherwise registerable, and all rights and applications or registrations derived or derivable therefrom.
Letter of Access:	A document addressed to the Regulatory Authority in the format specified in Annex 1 and signed by ReachCentrum (representing the Data Owner) authorising the use of the Studies on the Substance for the benefit of the Grantee.
License:	As defined in Article II hereof.
Regulatory Authority:	The Health and Safety Executive ("HSE").
Study or Studies:	Study or studies listed in Annex 2, and if applicable, copy or copies of the study summaries and/or robust study summaries which have been provided by the Data Owner, and/or if applicable, chemical safety report ("CSR") as listed in Annex 2.
Substance:	Sodium HydrogenCarbonate [CAS 144-55-8; EC 205-633-8].
Third Party:	Any party that is not a Data Owner or a Party to this Agreement.

Article II. License

Within thirty (30) days of receipt of full payment of the compensation stipulated in Article III, the Data Owner will duly grant to the Grantee a one-time, non-exclusive and non-transferable, right to refer to the Studies, and where applicable, to use the (robust) Study summaries and the CSR for the duration of this Agreement, solely to the extent required by the Regulatory Authority for the purposes of the Grantee's compliance with the requirements of UK REACH for the Substance (hereinafter, the "License"). Such License will be implemented in the form of a Letter of Access in the form set forth under Annex 1 to this Agreement.
If requested by the Grantee and accepted by the Data Owner and where applicable, ReachCentrum, on behalf of the Data Owner will also provide the Grantee with (robust) Study summaries in the form of an electronic file, based on the entries in the EU REACH joint registration dossier of the Data Owner and/or with the CSR, as it has been prepared by the Data Owner for EU REACH purposes. When provided, (robust) Study summaries and the CSR will be listed in Annex 2.
If requested by the Regulatory Authority, as evidenced to the Data Owner by the Regulatory Authority or by the Grantee in writing, the Data Owner or ReachCentrum, upon receiving an express written instruction from the Data Owner, will make the copy or copies of the full Study reports available only directly to the Regulatory Authority.
The License granted hereunder is limited for the sole purpose of compliance of the Grantee with UK REACH requirements for the Substance. For the avoidance of doubt, the Affiliates of the Grantee are not covered with the License. No sub-licensing of the License is permitted. The Grantee shall abstain from and shall not permit any other use, whether commercial or non-commercial other than for the use expressly stated in the License. For the avoidance of doubt, any further use of the Studies beyond the License herein shall be subject to an additional written agreement with the Data Owner and/or ReachCentrum.
The Parties recognise and agree that the Studies remain the exclusive property of the Data Owner 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.
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 Intellectual Property Rights and no license(s) other than the License and those rights specified hereunder.
In case the Grantee is the lead registrant for the Substance, by signing this Agreement, the Grantee is bound by the obligation to inform Third Party co-registrants of the same Substance about the need to obtain right to refer to the Studies for the fulfilment of UK REACH requirements. Upon signature of the present Agreement, the Grantee shall provide ReachCentrum with the relevant contact details and tonnage bands information of such Third Parties.
Where applicable, the (robust) Study summaries and the CSR will be made available to the Grantee in English. It is the full responsibility of the Grantee to comply with the requirements of UK REACH relating to formatting thereof (if and when needed). The Data Owner and/or ReachCentrum shall not assume any direct or indirect responsibility or liability for the accuracy or correctness of the formatting.

Article III. Compensation

In consideration of the License granted under Article II above, the Grantee will compensate the Data Owner (represented by ReachCentrum), in the form of a one-time license fee..
The compensation for the License will be paid by the Grantee to ReachCentrum in the relevant amount of EUR [Bundle amount] in addition to ReachCentrum's handling fee of EUR [Handling Fee amount]. Payment is due within net thirty (30) days after receipt of a pro-forma invoice issued by ReachCentrum. On receipt of payment, ReachCentrum will issue a tax invoice. No offset or deduction of any payment due may be made without the Data Owner's express, prior written consent. In the event of a dispute, the Grantee shall continue with its obligations under this Agreement unabated unless expressly notified by the Data Owner to conclude all or a portion of the Grantee's performances hereunder.
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 ReachCentrum 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, then (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 or ReachCentrum; and (ii) the Grantee shall indemnify, defend and hold harmless the Data Owner and ReachCentrum and each's respective Affiliates, employees, agents, and contractors and partners (collectively, the "Indemnities") for any claims made against the Data Owner and/or ReachCentrum arising from the amounts under-withheld by the Grantee, including but not limited to any associated penalties, interest or collection fees and legal and attorneys' fees.
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 timely 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 (using no less care than a reasonable standard of care in securing and preventing unauthorised disclosure of such information) and to use the Studies only for the purpose specified in the License, and according to the terms of this Agreement;
2. Advise within five business days ReachCentrum in writing of any disclosure or misuse by a Third Party of the Studies and/or the Confidential Information, as well as of any request by the Regulatory Authority or any competent authority relating to the disclosure of any Confidential Information;
3. Make all reasonable efforts to ensure that disclosure of the Studies, as required for the compliance with UK REACH purposes, shall only take place in a form reflecting the minimum information required to be disclosed (e.g. short summaries where possible) provided that the Grantee satisfies all of its obligations arising from the applicable law and/or the orders and requests of judicial and administrative bodies;
4. Make the Confidential Information available only to 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 secure, protect and keep the latter confidential under no less stringent requirements than those contained under this Agreement. The Grantee shall be responsible and accountable for the compliance of its Affiliates (including their employees) or its external consultants (including their employees) with the obligations of this Article IV.
In the event the Grantee is requested to disclose the Studies due to applicable governmental and/or judicial obligation or order other than for the requirements under UK REACH, the Grantee will immediately inform ReachCentrum in writing of such request and shall, prior to responding to such request, reasonably cooperate with and provide the Data Owner with sufficient time to seek protective measures with respect to disclosure of the Confidential Information.
The provisions of this Article IV shall survive the termination or expiry of this Agreement.

Article V. Term & Termination

This Agreement takes effect on the Effective Date.
This Agreement and the License granted hereunder will have no expiration, except as provided under Article V.3 and Article V.4 below.
This Agreement and the License provided hereunder shall expire once the Studies are no longer protected. In case of different expiry dates of the data protection periods for the individual Studies, this Agreement and the License provided hereunder shall expire when the last of the data protection periods expires. The Parties acknowledge the data protection period under UK REACH.
Any Party may terminate this Agreement and the License granted hereunder, if the other Party is in material breach of any representation, warranty, covenant, or agreement contained in this Agreement, after providing written notice to the other Party and giving them a cure period of not less than thirty (30) days to remedy such breach. If the breach is not remedied within such period of time or it is not a remediable breach by nature, the non-breaching Party will be entitled to terminate this Agreement by sending a termination notice to the breaching Party. Termination of this Agreement for any reason shall not release either Party hereto from any liability which, at the time of such termination, has already accrued to the other Party or which is attributable to a period prior to such termination nor preclude either Party from pursuing any rights and remedies it may have hereunder or at law or in equity with respect to any breach of this Agreement.
Upon termination of this Agreement pursuant to Article V.4 above due to the Grantee's breach:
1. All Studies and the Confidential Information in whatever form (including all copies thereof, if any) will be immediately returned by the Grantee to the Data Owner;
2. The Grantee will withdraw any Letter of Access for the Studies that was submitted to the Regulatory Authority;
3. All rights granted to the Grantee will immediately revert to the Data Owner; and
4. The Grantee will have no claim against the Indemnities, 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 any of the Indemnities be liable to the Grantee or the Grantee's Affiliates or Third Parties for any claim, expense or indirect damage (including, but not limited to, consequential damages, lost profits and trading losses), that may result from reliance on the Studies and Confidential Information by the Grantee, unless and to the extent caused by gross negligence or wilful misconduct of any of the Indemnities. For purposes of clarity, under no circumstance will any of the Indemnities be responsible for special, indirect, incidental, punitive or consequential damages (including, without limitation operating losses, or loss of earnings).
The Indemnities do not provide any express or implied warranty regarding: (i) the quality or usability and appropriateness of the Studies for the purpose of compliance with UK REACH or (ii) 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 and/or ReachCentrum 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 UK REACH.
The Grantee represents and warrants that it shall not alter, modify or amend the Studies and shall solely use and/or refer to the Studies (in particular but not limited to the CSR) in the format provided by the Data Owner.
The Grantee further represents that it fulfils and shall fulfil any applicable national and international legal requirement, including but not limited to Intellectual Property Rights, related to the referral rights on publicly available studies that are necessary for the effective reference to the full Study reports and (robust) Study summaries mentioned under Article II above. Similarly, in case of (robust) Study summaries and/or the CSR, where applicable, the Grantee shall obtain all necessary referral rights from Third Party data owners, and without such referral rights, those (robust) Study summaries and data in the CSR cannot be used or referred to.
The Grantee acknowledges herein that the Confidential Information of each of the Indemnities is valuable and unique and proprietary and agrees that money damages would not be a sufficient remedy for any breach of the confidentiality obligations of this Agreement. Any or all of the Indemnities shall be entitled to seek, in addition to other available remedies, an injunction or other equitable relief in connection with any such breach or threatened breach from any court of competent jurisdiction, without the necessity of showing any actual damages and without the necessity of posting any bond or other security. This equitable relief shall be in addition to, not in lieu of, legal remedies, monetary damages, or other available forms of relief.

Article VII. Legal entity change

The consent of the other Party shall not be required in case a Party assigns, transfers or delegates all of 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. Any transfer, novation, delegation or assignment in violation of the foregoing sentence shall be automatically null and void. The Data Owner shall be treated as third party beneficiaries to all agreements made under this Agreement between the Grantee and ReachCentrum and shall have the right to enforce such agreements directly and to the extent such Data Owner may deem such enforcement necessary or advisable to protect its rights or the rights of the Data Owner hereunder as if it were a Party hereto.

Article VIII. Compliance with Laws

The Parties acknowledge that any activities carried out under this Agreement have to be carried out in full compliance with all applicable laws, including without limitation, EU competition law, in particular but not limited to Articles 101 and 102 of the Treaty on the Functioning of the European Union 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, could 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 its subject-matter and supersedes any prior agreement (whether oral or written) relating to the subject-matter of this Agreement between the Parties. The Preamble of this Agreement is not merely prefatory but rather is incorporated herewith and forms an integral part of this Agreement.
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.
In case of a dispute arising out of this Agreement, the Parties shall first attempt to find an amicable settlement. Any dispute or claim out of or in connection with the validity, interpretation, execution or termination of this Agreement that cannot be resolved amicably by the Parties within a period of sixty (60) days from the date a Party requested amicable settlement, shall be settled by arbitration, ousting jurisdiction by ordinary courts, by a panel of three arbitrators. Each Party to the dispute will nominate one arbitrator. These two arbitrators will then designate a third arbitrator who will also act as chairman. The arbitration decision shall be binding on the Parties. The arbitration rules of CEPANI shall be applicable. The place of any hearing shall be Brussels and the language of the arbitration shall be English.

Notwithstanding the above, each Party, at its own expenses, may at any time request from any competent judicial authority any interim or conservatory measure.
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 as agreed by the Parties in writing or as otherwise determined by a duly authorised court.

Article XI. Notices & Miscellaneous

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.
This Agreement can be executed by means of original signatures, presentation of a scanned version of original signatures or by means of secured electronic signatures.
The relationship of the Parties is that of independent contractors; nothing in this Agreement or otherwise shall imply or create any form of employment relationship between the Parties.
No right arising under this Agreement may be waived without the express written consent of the Party holding such right. Any waiver so granted shall be specific to the express right waived and shall not be deemed to waive any other right.

IN WITNESS WHEREOF

(SIGNATURE PAGES FOLLOW)

On behalf of and for the account of 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:

²

Order Date

GRANTEE:	[Grantee_Details]
SUBSTANCE:	Sodium HydrogenCarbonate [CAS 144-55-8; EC 205-633-8]
STUDIES:	as per the Appendix below.

Sincerely,

For the Data Owner,

represented by ReachCentrum SA

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

²The REACH etc. (Amendment etc.) (EU Exit) Regulations 2020 (also known as UK REACH) came into force on Jan 1, 2021.

Appendix 1

CAS 144-55-8 | Data Package [...] t/a

List of Studies

Annex 2 - Studies

CAS 144-55-8 | Data Package [...] t/a

List of Studies with Access Value

CAS 144-55-8 | Data Package > 1000 t/a (Pre-Brexit EU REACH Registrants)