World Bank Master Community License Agreement
THIS WORLD BANK COMMUNITY LICENSE AGREEMENT ("Agreement") is entered
between the International Bank for Reconstruction and
Development/International Development Association ("<ins>World Bank</ins>")
and the party identified as licensee on the signature page of this
Agreement ("Licensee"). Licensee and the World Bank are each referred to
herein as a "<ins>Party</ins>" and collectively as, the "<ins>Parties</ins>".
A. The World Bank has developed that certain computer software
identified on Exhibit B ("<ins>Licensed Software</ins>") for use for the
public good and desire to make the Licensed Software available to
Licensee on a royalty-free basis, subject to certain other terms and
conditions.
B. Licensee wishes to secure certain rights to use, modify and
sublicense the Licensed Software.
NOW, THEREFORE, in consideration of the mutual promises of the Parties
and other good and valuable consideration, receipt of which is hereby
acknowledged, the Parties agree as follows:
1. Definitions
1. **"Contribution"** means any subject matter which is created by
any person, which subject matter has the effect of adding to,
deleting from, replacing, or otherwise modifying the text,
binary or other material in a Core Program, whether deriving
directly from a Core Program or from Licensed Software. A
Contribution may be included in the same file as material from a
Core Program, or in a separate file that is or can be used in
connection with a compilation, build or similar process to add
to, delete from, replace or otherwise modify material from the
file containing Licensed Software.
2. **"Core Programs"** mean the Computer programs and associated
data originally created by or for the World Bank as part of the
Licensed Software and made available by the World Bank or its
licensees pursuant to the terms equivalent to those of this
Agreement.
3. **"Covered Licensee"** has the meaning set forth in Section 2.3.
4. **"Covered Work"** means any work that includes Licensed
Software and Independent Software.
5. **"Distribute"** means, for the purpose of this Agreement, to
deliver or offer to deliver a copy of a work to a person other
than to a person controlled by, controlling or under common
control with the first person or a person engaged solely to
develop, maintain, test, or operate such work on behalf the
first person.
6. **"Exploit"** means in the case of copyrightable subject matter
to copy, make derivative works, distribute, display, and perform
such subject matter and any analogous or additional rights
provided under the laws of any country within the Licensed
Territory. In the case of patentable subject matter, "Exploit"
includes the right to make, use, sell, offer for sale, have
made, import the relevant subject matter. Except as expressly
provided in this Agreement, the right to Exploit does not
include the right to authorize others to Exploit the subject
matter.
7. **"Independent** **Software"** means any software that does not
include any Core Programs or Contributions. No software
contained in the same file as Licensed Software shall be deemed
Independent Software under the terms of this Agreement.
8. **"Licensed Software"** means the Core Programs identified on
Exhibit B hereto, together with any Contributions thereto,
whether in Source Code or Object Code form.
9. **"Licensed** **Territory"** has the meaning set forth in
Section 2.2.
10. **"Object Code"** means any version of a computer program which
is capable of being installed, loaded, and operated on a
computer without any intervening process other than a system
loader or linkage editor or a real-time interpreter.
11. **"Source Code"** means any version of a computer program other
than Object Code, including without limitation any text or
text-equivalent capable of being compiled or translated into
Object Code, and any associated documentation in existence that
is necessary or convenient to compile, modify, edit (including
without limitation any linkage edit or build process), integrate
and configure such computer program for installation and/or use.
2. Licenses
1. **Basic Grant.** Subject to Licensee's compliance with all terms
and conditions of this Agreement, World Bank grants to Licensee
the royalty-free, perpetual, non-exclusive right and license to
Exploit the Licensed Software, whether alone or as part of a
Covered Work.
2. **Territorial Limitations.** The rights granted to Licensee
hereunder only apply to exploitation in the member countries of
the World Bank ("Licensed Territory").
3. **Rights in Contributions.** Licensee hereby grants to World
Bank a paid up, royalty-free, perpetual, irrevocable,
non-exclusive, sublicenseable right and license to Exploit any
Contributions created by or for Licensee, effective immediately
on the first Distribution of any work containing a Contribution.
Such Contribution shall be thereafter considered part of the
Licensed Software and authorized for Exploitation by any person
or entity who has received rights to the Core Software ("Covered
Licensee").
4. **Patent Rights.** Licensee further grants to World Bank and all
other Covered Licensees a paid up, royalty-free, perpetual,
irrevocable and sublicenseable license to Exploit its
Contributions or any version of the Licensed Software including
its Contributions under any patents now or in the future owned
or licenseable by Licensee, solely to the extent that such
Exploitation is of a work consisting of Licensed Software and
Licensee's Contribution.
5. **Sublicenses.** In the event that Licensee is an entity
chartered under the laws of a nation state within the Licensed
Territory, Licensee shall be permitted to grant sublicenses to
others to Exploit the Licensed Software pursuant to a license
agreement containing the provisions set forth in Exhibit A
hereto, as the same may be modified from time to time by the
World Bank in accordance with this Section. Licensee shall
maintain a computerized repository from which sublicensees may
download the Licensed Software, which repository shall require a
reasonable means by which the Licensee so downloading the code
may be identified. If practicable, each downloadable copy shall
be electronically watermarked so as to identify the repository
from which it has been downloaded. Nothing herein shall be
deemed to prohibit the restriction or fee-based licensing of
Covered Works, provided that Licensee and any sublicensees
comply in full with all requirements for the unrestricted
further distribution of Licensed Software included within such
Covered Work. Except as expressly provided in this Section 2.5,
Licensee shall not grant sublicenses of Licensed Software and/or
any Contribution to any person.
6. **Revision of Sublicense Terms.** The World Bank may from time
to time establish different terms for sublicenses to replace the
terms of Exhibit A hereto. Such different terms shall apply to
any sublicenses granted by Licensee pursuant to Section 2.5, on
ten (10) days notice given to Licensee pursuant to this
Agreement, by which time Licensee shall have posted the revised
terms in print (if previously published in print) and any
electronically accessible location where it has previously
posted such terms..
7. **No Personal Use.** Licensee represents and warrants that the
Licensed Software is not intended to be used and will not be
used or authorized for use for personal, household and/or family
uses.
3. Obligations of Licensee
1. **Distribution of Source Code.** In the event that Licensee
Distributes any form of the Licensed Software, whether as Source
Code or Object Code and whether by itself or as part of a
Covered Work, Licensee shall promptly make available the full
Source Code of such Licensed Software (including any
Contributions by Licensee) to all persons on the terms set forth
in Exhibit A, either by making such Source Code accessible in a
commonly available online source code repository, an online
repository under the direct control of Licensee, or by notifying
such persons that such Source Code may be delivered by
electronic transmission to any requesting person, at no charge
other than a reasonable fee covering the cost of distribution to
the recipient.
2. **Inclusion of Applicable License Provisions.** Licensee shall
assure that every copy of Licensed Software (including any such
copy included in a Covered Work) shall either include the full
text of the license required by Section 3.2 or a statement that
identifies a uniform resource locator which contains the
applicable license.
3. **No Further Restrictions.** Licensee shall not impose any
restrictions on the further use, distribution or modification of
Licensed Software, whether distributed by itself or as part of a
Covered Work, provided that the License Software is made
available by Licensee and its sublicensee on terms specified in
Exhibit A hereto. Nothing herein shall prohibit Licensee from
imposing any conditions Licensee sees fit on the subsequent
distribution of Independent Software included in any Covered
Work.
4. **Enforcement of Sublicenses.** By accepting this License
Agreement and a copy of the Licensed Software, Licensee agrees
that it will take action to enforce the terms of any
sublicenses, including without limitation seeking injunctive or
other equitable relief. Licensee shall not, however, name or
attempt to name the World Bank as an involuntary plaintiff in
any such action, without the prior written consent of the World
Bank . No enforcement action shall be required if the World Bank
is deemed a necessary party plaintiff or defendant and the World
Bank withholds consent to being so named. In the event that
Licensee becomes aware of breaches of any of its sublicenses, it
shall notify the World Bank in writing as soon as practicable
and, in the event Licensee determines to seek legal relief, it
shall so notify the World Bank of its intention to pursue such
legal relief.
5. **Conditions of License.** Sections 3.1 through 3.4 above are
conditions of the licenses granted in Article 2 Licensee
specifically acknowledges that its failure to comply strictly
with such conditions voids all licenses granted to Licensee
hereunder, without further notice from World Bank. Sublicenses
granted by Licensee in accordance with this Agreement shall
continue in effect, provided that the applicable sublicensees
comply and continue to comply with all provisions of Exhibit A
hereto.
6. **Permitted Arrangements.** Nothing herein shall prohibit
Licensee (or any sublicensee) from offering and charging for
warranty, support, indemnity, or liability obligations to one or
more recipients of Licensed Software or Covered Works, provided
that Licensee and any applicable sublicensee prominently
notifies any persons purchasing such additional obligations that
such obligations are solely the obligations of the persons
offering such obligations neither World Bank nor any person
other than the person offering such services is obligated or
responsible in any way with respect to the Licensed Software or
any portion thereof.
7. **Attribution and Disclaimer.** All copies of Licensed Software
and/or Covered Works Distributed by Licensee and any sublicensee
deriving from Licensee shall contain a notice that certain
underlying work was originally developed by or for the World
Bank, that the World Bank is not responsible for the accuracy,
other functionality or performance of such Licensed Software
and/or Covered Work.
4. Warranties by Licensee
1. **Non-infringement of Copyright.** Licensee hereby represents
and warrants to World Bank and any persons who are licensees of
Licensed Software deriving from Core Software that its
Contributions are and/or will be either its original works of
authorship or that it has sufficient rights in such
Contributions to grant the rights required to be granted in such
Contributions (and derivatives thereof) pursuant to this
Agreement.
2. **Patent Warranties.** Licensee hereby represents that, to the
best of its knowledge, the combination of any Licensed Software
with a Contribution from Licensee does not infringe the patent
rights of any third party.
3. **Disclaimer.** LICENSEE UNDERSTANDS AND AGREES THAT ITS USE
(INCLUDING WITHOUT LIMITATION, THE EXERCISE OF ANY RIGHTS
GRANTED TO IT UNDER THIS AGREEMENT) OF THE SOFTWARE IS AT
LICENSEE'S SOLE RISK. THE SOFTWARE IS PROVIDED ON AN "AS IS" AND
"AS AVAILABLE" BASIS. THE WORLD BANK DISCLAIMS ALL
REPRESENTATIONS AND WARRANTIES OF ANY KIND, WHETHER EXPRESS,
IMPLIED, OR STATUTORY, WITH RESPECT TO THE SOFTWARE (INCLUDING,
BUT NOT LIMITED TO, THE IMPLIED OR STATUTORY WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, TITLE,
QUIET ENJOYMENT, AND NON-INFRINGEMENT. IN PARTICULAR, THE WORLD
BANK DOES NOT REPRESENT OR WARRANT THAT ANY INFORMATION OR OTHER
CONTENT OBTAINED OR VIEWED BY LICENSEE OR ANYONE ELSE AS A
RESULT OF LICENSEE'S EXPLOITATION OF THE SOFTWARE WILL BE
ACCURATE, COMPLETE OR RELIABLE, THAT LICENSEE'S ACCESS TO THE
SOFTWARE WILL BE UNINTERRUPTED, FREE OF MALICIOUS CODE OR
ERROR-FREE, OR THAT DEFECTS WILL BE CORRECTED. THE WORLD BANK
DISCLAIMS ALL LIABILITY AND RESPONSIBILITY ARISING FROM , OUT OF
OR IN CONNECTION WITH THE SOFTWARE OR THE USE OF, PERFORMANCE OF
OR OTHER DEALINGS IN THE SOFTWARE. THE WORLD BANK GROUP
DISCLAIMS ALL EQUITABLE INDEMNITIES.
4. **Limitation of Liability.** THE WORLD BANK EXPRESSLY DISCLAIMS
AND IN NO EVENT BE LIABLE UNDER ANY THEORY OF LIABILITY WHETHER
BASED IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, FOR ANY
DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PERSONAL
INJURY/WRONGFUL DEATH, PUNITIVE, OR EXEMPLARY DAMAGES (EVEN IF
SUCH PARTIES KNEW OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF
SUCH DAMAGES), INCLUDING BUT NOT LIMITED TO AS A RESULT OF: (A)
LICENSEE'S USE OF OR INABILITY TO USE THE SOFTWARE OR (B) ANY
LOSS OF DATA. SHOULD ANY OF THEWORLD BANK BE FOUND TO BE LIABLE
TO YOU OR ANY THIRD PARTY NOTWITHSTANDING THE FOREGOING, SUCH
LIABILITY WILL NOT EXCEED \$100.00 IN THE AGGREGATE.
5. **Indemnity by Licensee.** Licensee agrees that Licensee will
release, indemnify and hold harmless the World Bank and each of
their respective business partners, content providers, licensors
and service providers, and any of their respective officers,
directors, shareholders, employees, contractors,
representatives, or agents (including without limitation any
authors or copyright holders of the Software) (collectively, the
"World Bank Indemnified Parties") from and against any and all
claims, actions, losses, damages, costs, fees and expenses
(including attorneys' fees) arising out of or relating to: (i)
Licensee's use or Exploitation of the Licensed Software, (ii)
Licensee's data, (iii) Licensee's connection to the
Software, (iv) Licensee's violation of this Agreement, (v)
Licensee's violation of any rights of another, and/or (vi) the
Exploitation and licensing of the Licensed Software by any
person claiming rights by operation of any license granted by
Licensee to such person.
6. **Waiver and Release.** Licensee hereby waives any rights and
benefits it may have or that may accrue to it under any law
providing that a general release does not extend to claims that
the creditor does not know or suspect to exist in his, her or
their favor at the time of executing the release, which if known
by him, her or them must have materially affected his settlement
with the debtor, or something substantially similar. The World
Bank reserves the right, at its own expense, to assume the
exclusive defense and control of any matter otherwise subject to
indemnification by Licensee, and Licensee shall not in any event
settle any matter without the written consent of the World Bank
Indemnified Parties.
5. Miscellaneous Provisions
1. **Governing Law.** This Agreement and the relationship between
and among the Parties shall be governed by the Laws of the State
of New York, United States of America, without giving effect to
any choice or conflict of law provision or rule (whether of the
state of New York or any other jurisdiction). Licensee agrees
that regardless of any statute or law to the contrary, any claim
or cause of action arising out of or related to use of the
Software or this Agreement must be filed within one (1) year
after such claim or cause of action arose or be forever barred.
2. **Remedies.** \[injunctive remedies, etc., to conform to
arbitration clause.\]
3. **Arbitration.** Any controversy or claim arising out of or
relating to this Agreement, or that contests the validity of
this Agreement, shall be settled by arbitration in accordance
with the UNCITRAL Arbitration Rules from time to time in force.
The place of arbitration shall be New York, New York and the
arbitration shall be conducted in English. The Parties hereby
waive any rights under any applicable law to appeal any
arbitration award or to seek determination of a preliminary
point of law with respect to such proceedings. Notwithstanding
the foregoing, The World Bank shall have the right to seek
interim, provisional or other equitable relief, including
temporary or permanent injunctive relief, as necessary to
protect its interests.
4. **Preservation of Immunities.** Nothing in this Agreement and no
submission by The World Bank to arbitration shall be construed
as a limitation upon or a waiver, renunciation or modification
of any immunities, privileges or exemptions of the World Bank
accorded under any of the Articles of Agreement of the
International Bank for Reconstruction and Development,
international convention or any applicable law. Such immunities,
privileges or exemptions are specifically reserved.
5. **Notices.** Any notice required or permitted to be given
pursuant to this Agreement shall be effective if given by
electronic mail addressed to the applicable Party at the address
set forth in connection with its signature on this Agreement.
6. **Execution.** This Agreement may be executed in duplicates or
counterparts and transmitted by facsimile or other imaging
means.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the
\_\_\_ day of \_\_\_\_\_.
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International Bank for Reconstruction and Development / International Development Association \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
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By\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\ By \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
its
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**EXHIBIT A**
**REQUIRED SUBLICENSE TERMS**
A sublicense granted pursuant to the World Bank Master Community License
Agreement shall include the following provisions:
1. A preamble as follows:
By acquiring a copy of the Survey Solutions (the "Subject
Software"), the person so acquiring such copy, for himself/herself and
on behalf of his or her employer or principal (collectively,
"Licensee"), acknowledges and agrees that the exploitation of the
Subject Software is subject strictly to the terms and conditions of this
License Agreement, that Licensee is furthermore bound to perform all
obligations of Licensee in all material respects, and that this
Agreement may be enforced against Licensee by Licensor and/or any other
person or entity who holds the copyright to the Core Software, the
Licensed Software, or any Contribution thereto, as defined below.
2. All definitions included in Article 1 of the Agreement.
3. The following sections:
**Basic Grant.** Subject to Licensee's compliance with all terms and
conditions of this Agreement, Licensor grants to Licensee the
royalty-free, perpetual, non-exclusive right and license to Exploit the
Licensed Software, whether alone or as part of a Covered Work.
**Territorial Limitations.** The rights granted to Licensee hereunder
only apply to exploitation in the member countries of the World Bank
("Licensed Territory").
**Rights in Contributions.** Licensee hereby grants to Licensor and its
licensors a paid up, royalty-free, perpetual, irrevocable,
non-exclusive, sublicenseable right and license to Exploit any
Contributions created by or for Licensee, effective immediately on the
first Distribution of any work containing a Contribution.
**Patent Rights.** Licensee further grants to Licensor and its licensors
and their respective licensees a paid up, royalty-free, perpetual,
irrevocable and sublicenseable license to Exploit its Contributions or
any version of the Licensed Software including its Contributions under
any patents now or in the future owned or licenseable by Licensee,
solely to the extent that such Exploitation is of a work consisting of
Licensed Software and Licensee's Contribution.
**No Personal Use.** Licensee represents and warrants that the Licensed
Software is not intended to be used and will not be used or authorized
for use for personal, household and/or family uses.
**Distribution of Source Code.** In the event that Licensee Distributes
any form of the Licensed Software, whether as Source Code or Object Code
and whether by itself or as part of a Covered Work, Licensee shall
promptly make available the full Source Code of such Licensed Software
(including any Contributions by Licensee) to all persons on the terms
set forth in this License Agreement, either by making such Source Code
accessible in a commonly available online source code repository, an
online repository under the direct control of Licensee, or by notifying
such persons that such Source Code may be delivered by electronic
transmission to any requesting person, at no charge other than a
reasonable fee covering the cost of distribution to the recipient.
**Inclusion of Applicable License Provisions.** Licensee shall assure
that every copy of Licensed Software (including any such copy included
in a Covered Work) shall either include the full text of this license or
a statement that identifies a uniform resource locator which contains
the applicable license.
**No Further Restrictions.** Licensee shall not impose any restrictions
on the further use, distribution or modification of Licensed Software,
whether distributed by itself or as part of a Covered Work, other than
the terms of this License. Nothing herein shall prohibit Licensee from
imposing any conditions Licensee sees fit on the subsequent distribution
of Independent Software included in any Covered Work.
**Non-infringement of Copyright.** Licensee hereby represents and
warrants to Licensor Parties and any persons or entities who are
licensees of Licensed Software that its Contributions are and/or will be
either its original works of authorship or that it has sufficient rights
in such Contributions to grant the rights required to be granted in such
Contributions (and derivatives thereof) pursuant to this Agreement.
**Patent Warranties.** Licensee hereby represents that, to the best of
its knowledge, the combination of any Licensed Software with a
Contribution from Licensee does not infringe the patent rights of any
third party.
**Disclaimer.** LICENSEE UNDERSTANDS AND AGREE THAT ITS USE (INCLUDING
WITHOUT LIMITATION, THE EXERCISE OF ANY RIGHTS GRANTED TO IT UNDER THIS
AGREEMENT) OF THE SOFTWARE IS AT LICENSEE'S SOLE RISK. THE SOFTWARE IS
PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. LICENSEE, FOR ITSELF
AND ITS LICENSORS ("COLLECTIVELY LICENSOR PARTIES") DISCLAIM ALL
REPRESENTATIONS AND WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR
STATUTORY, WITH RESPECT TO THE SOFTWARE (INCLUDING, BUT NOT LIMITED TO,
THE IMPLIED OR STATUTORY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR USE OR PURPOSE, TITLE, QUIET ENJOYMENT, AND NON-INFRINGEMENT.
IN PARTICULAR, LICENSOR PARTIES DO NOT REPRESENT OR WARRANT THAT ANY
INFORMATION OR OTHER CONTENT OBTAINED OR VIEWED BY LICENSEE OR ANYONE
ELSE AS A RESULT OF LICENSEE'S EXPLOITATION OF THE SOFTWARE WILL BE
ACCURATE, COMPLETE OR RELIABLE, THAT LICENSEE'S ACCESS TO THE SOFTWARE
WILL BE UNINTERRUPTED, FREE OF MALICIOUS CODE OR ERROR-FREE, OR THAT
DEFECTS WILL BE CORRECTED. LICENSOR PARTIES DISCLAIM ALL LIABILITY AND
RESPONSIBILITY ARISING FROM , OUT OF OR IN CONNECTION WITH THE SOFTWARE
OR THE USE OF, PERFORMANCE OF OR OTHER DEALINGS IN THE SOFTWARE.
LICENSING PARTIES DISCLAIM ALL EQUITABLE INDEMNITIES.
**Limitation of Liability.** LICENSOR PARTIES EXPRESSLY DISCLAIM AND IN
NO EVENT WILL ANY OF THEM BE LIABLE UNDER ANY THEORY OF LIABILITY
WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, FOR ANY
DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PERSONAL
INJURY/WRONGFUL DEATH, PUNITIVE, OR EXEMPLARY DAMAGES (EVEN IF SUCH
PARTIES KNEW OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH
DAMAGES), INCLUDING BUT NOT LIMITED TO AS A RESULT OF: (A) LICENSEE'S
USE OF OR INABILITY TO USE THE SOFTWARE OR (B) ANY LOSS OF DATA. SHOULD
THEWORLD BANK BE FOUND TO BE LIABLE TO YOU OR ANY THIRD PARTY
NOTWITHSTANDING THE FOREGOING, SUCH LIABILITY WILL NOT EXCEED \$100.00
IN THE AGGREGATE.
**Indemnity by Licensee.** Licensee agrees that Licensee will release,
indemnify and hold harmless Licensor Parties and each of Licensor
Parties' respective business partners, content providers, licensors and
service providers, and any of their respective officers, directors,
shareholders, employees, contractors, representatives, or agents
(including without limitation any authors or copyright holders of the
Software) (collectively, the "Licensor Indemnified Parties") from and
against any and all claims, actions, losses, damages, costs, fees and
expenses (including attorneys' fees) arising out of or relating to: (i)
Licensee's use or Exploitation of the Licensed Software, (ii) Licensee's
data, (iii) Licensee's connection to the Software, (iv) Licensee's
violation of this Agreement, (v) Licensee's violation of any rights of
another, and/or (vi) the Exploitation and licensing of the Licensed
Software by any person claiming rights by operation of any license
granted by Licensee to such person.
**Express Third Party Beneficiary.** Licensee acknowledges and agrees
that the World Bank is an express third party beneficiary of this
agreement and is entitled to enforce the terms of this Agreement or to
assume the prosecution of any remedy, either in addition to or in lieu
of enforcement undertaken by Licensor.
**Governing Law.** This Agreement and the relationship between and among
the Parties shall be governed by the Laws of the State of New York,
United States of America, without giving effect to any choice or
conflict of law provision or rule (whether of the state of New York or
any other jurisdiction). Licensee agrees that regardless of any statute
or law to the contrary, any claim or cause of action arising out of or
related to use of the Software or this Agreement must be filed within
one (1) year after such claim or cause of action arose or be forever
barred.
**Arbitration.** This Agreement, at the option of Licensor, or The World
Bank so elects, The World Bank, may be enforced against Licensee in the
state or federal courts of the State of New York, the courts of the
country in which Licensee resides, or any other appropriate
jurisdiction, or concurrently in more than one jurisdiction. Subject to
the foregoing option of Licensor or The World Bank, any controversy or
claim arising out of or relating to this Agreement, or that contests the
validity of this Agreement, shall be settled by arbitration in
accordance with the UNCITRAL Arbitration Rules from time to time in
force. The place of arbitration shall be New York, New York and the
arbitration shall be conducted in English. The Parties hereby waive any
rights under any applicable law to appeal any arbitration award or to
seek determination of a preliminary point of law with respect to such
proceedings. Notwithstanding the foregoing, The World Bank shall have
the right to seek interim, provisional or other equitable relief,
including temporary or permanent injunctive relief, as necessary to
protect its interests.