# INTELLECTUAL PROPERTY LICENSING AGREEMENT
Date: 20 February 2035
Parties: Lumen Orchard Ltd and Kestrel Learning CIC
## 1. Purpose and parties
This intellectual-property licence is made on 20 February 2035 between Lumen Orchard Ltd, company number 14508831, of 3 Coppergate, Manchester M1 2HF, and Kestrel Learning CIC, company number 15190422, of 18 Bridge Street, Norwich NR1 1AA. Lumen owns the software described in Schedule 1, called Orchard Atlas.
## 2. Facts, scope and terms
Lumen grants Kestrel a non-exclusive, non-transferable licence to install and allow its staff and enrolled learners to use Orchard Atlas for non-commercial adult education in the United Kingdom from 1 March 2035 to 28 February 2038. Kestrel may make one security copy and may not sell, sublicense, reverse engineer or remove notices except where law prevents that restriction.
## 3. Process and responsibilities
The licence fee is £18,000 plus VAT for three years, payable as £6,000 on 1 March in each of 2035, 2036 and 2037. Kestrel must use reasonable security, keep access credentials confidential and notify Lumen promptly of a suspected breach. Lumen will provide normal updates and reasonable support during business hours.
## 4. Evidence, records and safeguards
Lumen retains copyright, database rights, trade marks and all other rights in Orchard Atlas. Kestrel owns its learner records and its independently created teaching materials, but grants Lumen no broad right to exploit them. Feedback may be used without charge provided it does not identify a person or disclose Kestrel confidential information.
## 5. Review, escalation and outcome
Lumen warrants that it has authority to grant this licence and will use reasonable skill in support; it does not warrant uninterrupted or error-free operation. Kestrel is responsible for lawful content, permissions for personal data and its own safeguarding decisions. Each party will comply with UK data-protection law where it acts as controller or processor.
## 6. Reservations and practical protections
Either party may terminate for an uncured material breach after 30 days' notice, or immediately for insolvency where legally available. On expiry Kestrel stops use, deletes copies except a legally required archive, and certifies deletion on request; accrued fees and clauses intended to survive remain effective. Neither party limits liability for fraud or other liability that cannot be limited.
## 7. England and Wales law and completion
This completed fictional agreement is governed by England and Wales law. It does not transfer ownership, guarantee registrability of a mark, or replace a required data-processing agreement. Notices must be written and sent to the addresses above, and the parties will document any agreed scope change rather than relying on an informal email.