1.1. In consideration of the payment of the license fee specified in Annex A (hereinafter called the "Fee"), the Bank hereby grants the Licensee a non-exclusive, non-transferable right to provide access to the World Development Indicators Online (hereinafter called the WDI Online) to a maximum of [number] users (hereinafter called the "Authorized Users"), subject to an appropriate user agreement, for non-commercial educational and scholarly use.

1.2. The rights granted to the Licensee do not include the right to prepare, sell or otherwise distribute content from the WDI Online in print, or the right to prepare, sell or otherwise distribute electronic editions of the WDI Online. This restriction of rights applies to any means, method, or process whatsoever, now known or hereafter developed. Reproduction rights for electronic and printed products not covered by this Agreement shall be requested in writing to the Bank.

1.3. The Bank retains all rights not specifically granted to the Licensee under this Agreement.

The contents and design of WDI Online and any materials supplied to the Licensee in conjunction with WDI Online are copyrighted by the Bank. The software which operates WDI Online is a proprietary software and the Licensee or its Authorized Users may not use it except as expressly allowed under these Terms. The Licensee or its Authorized Users may not copy, reverse engineer, modify, decompile or disassemble WDI Online or its operating software.

The Licensee shall implement reasonable and appropriate methods to protect the WDI Online against abuse by third parties, including Authorized Users, and shall to this effect:

inform the Authorized Users at an appropriate screen about the copyright protection of the WDI Online, and the sole and exclusive ownership of the WDI Online on the part of the Bank, and about the exclusion of a warranty and liability on the part of the Bank for the accuracy of the data;

inform the Authorized Users that access to the WDI Online is provided for non-commercial educational and scholarly use only;

submit the use of the WDI Online by Authorized Users to the following conditions:

• to refrain from any distribution whatsoever (commercial, gratuitous, or otherwise) of data from the WDI Online;
• to refrain from any act of alteration of the WDI Online, except for interactive use and statistical analysis.

This License pertains to WDI Online only and becomes effective on the day the Licensee pays the Fee. It shall be valid until December 31, 2003. This License may be renewed under terms which shall be discussed by the parties on or about November 30, 2003.

The Bank may terminate this License or suspend Licensee's access to WDI Online for cause with immediate effect if the Licensee fail to adhere to any of the terms of this Agreement.

The Bank reserves the right, at its sole discretion, to suspend, change, modify, add or remove data from WDI Online at any time.

While every effort has been made to ensure the high quality and accuracy of WDI Online, WDI Online is provided "as is", without warranty of any kind, either expressed or implied, including, but not limited to, the implied warranties or merchantability and fitness for a particular purpose. The Bank does not warrant that the functions contained in WDI Online shall meet the Licensee's or its Authorized Users' requirements or that the operation of WDI Online shall be uninterrupted or error-free. In no event shall the Bank be liable to the Licensee for any damages arising out of the use or the inability to use WDI Online.

Any dispute, controversy or claim arising out of or relating to this Agreement, or the breach, termination or invalidity thereof, which cannot be amicably settled between the parties, shall be finally settled by arbitration in accordance with the UNCITRAL Arbitration rules as at present in force. The language to be used in the arbitral proceedings shall be English.

The Licensee shall notify the Bank of its acceptance of the terms of this Agreement by [DATE]. Such acceptance shall be in the form of duly signed original copies of this Agreement and payment of the Fee sent to the Bank within this time limit.

- check, made payable to the World Bank. Checks should be sent to:
Valentina Kalk, Rights Manager, Office of the Publisher
The World Bank
1818 H Street NW
Washington, DC 20433
-wire transfer: see details in the enclosed invoice
Please add some reference that the payment is for WDI Online