# INTELLECTUAL PROPERTY LICENCE
Date: 12 June 2025
Parties: Licensor: Northstar Analytics Ltd, 2 King Street, Leeds LS1 2AB. Licensee: ClearPath Training Ltd, 9 Market Lane, Manchester M1 4DX.
## 1. Licensed rights and field
Northstar grants ClearPath a non-exclusive, non-transferable UK licence to reproduce the Northstar Metrics word mark, registration UK00003981245, and the 2025 facilitator manuals solely in live and recorded data-analytics training courses approved in writing by Northstar. No ownership transfers.
## 2. Term and permitted users
The licence begins on 1 July 2025 and ends on 30 June 2028 unless ended earlier. ClearPath may allow its employed trainers to use the materials, but may not sublicense, assign, sell copies, or use the mark for software, consulting or advertising unrelated to an approved course.
## 3. Royalty and records
ClearPath shall pay 5% of net course fees attributable to an approved course, excluding VAT and refunds, quarterly within 30 days after each quarter. It shall provide a statement of enrolments and fees and retain supporting records for six years. Northstar may audit once per year on 10 business days' notice.
## 4. Quality, confidentiality and infringement
Northstar warrants that it owns, or is authorised by the owner to grant, the UK00003981245 mark licence and owns the copyright in the 2025 facilitator manuals, and that it has authority to enter this agreement. ClearPath shall follow Northstar's written brand guide, identify Northstar as owner, and submit material changes for approval. Each party shall protect the other's confidential information. ClearPath shall notify Northstar within five business days of a suspected infringement; Northstar controls any enforcement decision and ClearPath shall reasonably assist.
## 5. Termination, liability and execution
Either party may terminate for an uncured material breach after 30 days' notice, or immediately for insolvency where lawful. On termination, ClearPath shall stop use and destroy or return licensed materials, subject to one archival copy for legal compliance. Liability for fraud, death or personal injury caused by negligence, and non-excludable liability is unlimited; otherwise each party's liability is capped at the greater of £10,000 and the royalties paid in the prior 12 months. English law and the courts of England and Wales apply. Signed by Olivia Hart for Northstar and Daniel Wu for ClearPath on 12 June 2025.