PARTIES:

(1) THE MAILING PREFERENCE SERVICE LTD whose registered office is at DMA House, 70 Margaret Street, London W1W 8SS ("Licensor")

(2) ___________________________________________

___________________________________________
whose registered office is at

___________________________________________
("Licensee")

(B) The Licensee wishes to receive a licence of those rights on the terms and conditions of this agreement in order to Use the information contained in the BabyMPS Consumer file

1. Definitions

1.1 In this agreement the following words and expressions shall have the following meanings:

"Appeals Commissioner"
the person appointed by the Direct Marketing Association (UK) Ltd to hear an appeal by the Licensor or Licensee on natural justice grounds against an adjudication by the Direct Marketing Authority;

"Direct Marketing Authority"
the independent body to which a breach of this agreement may be referred by the Licensor, at the request of the Licensor or Licensee, for adjudication and for the determination of any sanction that may be appropriate;

"Codes of Practice"
the current version in force from time to time of all of the following:
(a) Code of Practice covering the use of personal data for advertising and direct marketing purposes drawn up by the Advertising Association
(b) The British Codes of Advertising and Sales Promotion Practice

"File Update"
any update of the BabyMPS Consumer FIle prepared by the Licensor including but not limited to a Revised File or an Additional File;

"Licence Fee"
the Licensor's standard annual licence fee payable in accordance with clause 3 below;

"Licensee Mailing Lists"
title, initial surname, addresses and due date of individuals held or to be processed by the Licensee for the purpose of promotional mailing

(a) Suppression List - a list of surnames and addresses of individuals who have registered a wish to reduce the quantity of promotional mailings they receive

"Revised File"
a revised version of the then current BabyMPS Consumer File prepared by the Licensor as a replacement to that file;

"Use"
the use by the Licensee for its own purposes or on behalf of its clients of the BMPS Consumer File for the purposes only of:-

(a) suppressing from Licensee Mailing Lists Names and addresses held on the Suppression List

1.3 Words denoting the singular shall include the plural and vice versa and words denoting any gender shall include all genders.

2.1 The Licensor in consideration of the payment by the Licensee from time to time of the licence fee and if applicable the royalty fee in accordance with clause 3 below hereby:-

2.1.1 grants to the Licensee a non-exclusive licence to Use the BabyMPS Consumer File in the form of a web based file

2.1.2 Undertakes to provide to the Licensee all File updates which shall be delivered to the Licensee upon the terms and conditions of this agreement in such form as the Licensor may determine from time to time.

3. Licence Fee

3.1 The Licence Fee (together with Value Added Tax thereon) shall be payable by the Licensee on or before the date of this agreement.

3.2 The Licensor reserves the right to charge the Licensee interest in respect of the late payment of any sum due under this agreement (as well after as before judgement) at the rate of 3% per annum above the base rate from time to time of Barclays Bank Plc from the due date until payment.

4.1 The Licensee shall use the BabyMPS Consumer File only for the purposes of the Use.

4.2 The Licensee shall ensure that where a File Update is provided in the form of an Additional File, it shall Use the Additional File only as an update to, and only in conjunction with, the BabyMPS Consumer File.

4.3 The Licensee shall ensure that it complies with the Data Protection Act 1988 and successor legislation and that it shall process all data held on the BabyMPS Consumer File in accordance with the Data Protection Act 1984 and successor legislation.

4.4 The Licensee shall ensure compliance, if and where appropriate, with the current Codes of Practice in force from time to time.

4.5 The Licensee shall permit the Licensor, to enter onto its premises in order to audit or otherwise monitor the management of the BabyMPS Consumer File at any time during the term of this agreement. A minimum of 48 hours notice will be given of such a visit.

4.6 The Licensee shall permit the Licensor, in the event of a breach of any of the above undertakings by the Licensee, to issue a public statement to that effect.

4.7 Permit the Direct Marketing Authority and/or the Appeals Commissioner, in the event of a breach of any of the above undertakings by the Licensee, to issue a public statement relating thereto.

5. Confidential Information

5.1 The Licensee acknowledges that the BabyMPS Consumer File contains confidential information of the Licensor and all copyright, trade marks and other intellectual property rights in the BabyMPS Consumer File are the exclusive property of the Licensor.

5.2 Without prejudice to the Licensee's Use of the MPS Consumer File, the Licensee shall not:-

5.2.1 copy the whole or any part of the MPS Consumer File;

5.2.2 modify, merge or combine any part of the MPS Consumer File with any other list which the Licensee may have;

5.2.3 assign, transfer, sell, lease, rent, charge or otherwise deal in or encumber the MPS Consumer File or any version of it nor use on behalf of or make available the same to any third party.

5.3 The Licensee shall:

5.3.1 keep confidential the BabyMPS Consumer File and limit access to the same to those of its employees, agents and sub-contractors who either have a need to know or who are engaged in the Use of the MPS Consumer File;

5.3.2 maintain an up to date written record of the Use of the BabyMPS Consumer File and upon request forthwith produce such records to the Licensor; and

5.3.3 without prejudice to the foregoing take all such other steps as shall from time to time be necessary to protect the confidential information and intellectual property rights of the Licensor in the BabyMPS Consumer File.

5.4 The Licensee shall inform all relevant employees, agents and sub-contractors that the BabyMPS Consumer File constitutes confidential information of the Licensor and that all intellectual property rights therein are the property of the Licensor and the Licensee shall take all such steps as shall be necessary to ensure compliance by its employees, agents and sub-contractors with the provisions of this clause 5.

6. Limitation on Licensor's Liability

6.1. The Licensee acknowledges that the Licensor's business is of a non-profit making nature and is run to provide a service to the Licensee at a nominal annual charge which has been calculated on the basis that the Licensor will not, subject to clause 6.2 below, bear any loss that the Licensee may suffer in connection with the Use of the BabyMPS Consumer File and/or the File Update.

6.2 THE LICENSOR'S LIABILITY TO THE LICENSEE FOR ANY LOSS OR DAMAGE OF WHATSOEVER NATURE SUFFERED OR INCURRED BY THE LICENSEE OR FOR ANY LIABILITY OF THE LICENSEE TO ANY OTHER PERSON FOR ANY LOSS OR DAMAGE OF WHATSOEVER NATURE SUFFERED OR INCURRED BY THAT PERSON SHALL IN NO CIRCUMSTANCES EXCEED AN AMOUNT EQUAL TO THE LICENCE FEE PAID BY THE LICENSEE. ALL CONDITIONS, WARRANTIES, TERMS AND REPRESENTATIONS AND STATEMENTS WHATSOEVER WHETHER EXPRESS OR IMPLIED BY STATUTE, CUSTOM, USAGE OR OTHERWISE ARE HEREBY EXCLUDED SO FAR AS MAY BE ALLOWED AT LAW.

7.1 This agreement shall commence on the date at the beginning of this agreement and, shall continue until such time as either party may terminate it, whether on a renewal anniversary or under the provisions of clause 8.

8. Termination

8.1 The Licensor shall be entitled to terminate this agreement forthwith:

8.1.1 if the Licensee fails to pay any sums due hereunder on the due date for payment;

8.1.2 if in the reasonable opinion of the Licensor, whether or not following an adverse adjudication by the Direct Marketing Authority and/or the Appeals Commissioner, the Licensee has failed to comply with the terms of this agreement.

8.2 The Licensee shall deliver up to the Licensor all copies of the BabyMPS Consumer File in its possession together with all File Updates immediately upon the termination of this agreement for whatever reason.

9. Law

9.1 This agreement shall be governed by and construed in accordance with English law and the parties hereto agree to submit to the exclusive jurisdiction of the English Courts.

SIGNED by

_______________________________________________________
for and on behalf of
THE BABYMAILING PREFERENCE SERVICE LTD

SIGNED by

_______________________________________________________

for and on behalf of

_______________________________________________________

BMPS/Licenc3May2002