CONDITIONS OF SUPPLY THIS IS A LEGAL AGREEMENT BETWEEN YOU AND E-SCOUT STATING THE TERMS THAT GOVERN YOUR USE OF E-SCOUT’S SERVICES. THIS AGREEMENT - TOGETHER WITH ALL UPDATES, ADDITIONAL TERMS, SOFTWARE LICENSES, AND ALL OF E-SCOUT'S RULES AND POLICIES - COLLECTIVELY CONSTITUTE THE "AGREEMENT" BETWEEN YOU AND E-SCOUT. BY SUBSCRIBING TO THE SPECIFIED SERVICES YOU ARE LEGALLY BOUND BY THIS AGREEMENT

1. Interpretation

1.1 In these Conditions:- “Client” means you, the Client, for whom the Supplier has agreed to provide the Specified Service in accordance with these Conditions. “Contract” means the contract for the provision of the Specified Service. “Documents” includes, in addition to a document in writing, any map, plan, graph, drawing or photograph, any film, video footage, database access, negative, tape or other device embodying visual images and any disk, tape or other device embodying any other data. “Input Material” means any information provided by the Client to the Supplier relevant to the Specified Service. “Output Material” means any Documents or other materials, and any data or other information provided by the Supplier relating to the Specified Service. “Specified Service” “Specified Service” means : Until 01 April 2011 the Supplier will provide the Client full access to its searchable online video database of English soccer players. The footage will comprise footage from competitive games and the Football League exit trials and will include ex-English YTS players, non league players and others worthy of being showcased on the database. The footage will include exclusive analysed footage from the 2008/2009 season, the 2009 and 2010 football league assessment trials, and footage from the 2009/2010 seasons. All historical footage will remain on the database and the footage will be constantly updated as it becomes available. In addition, the Supplier may assist in the facilitation of player recruitment to the Client on a case by case by case basis where appropriate, upon request. The Specified Service will include technical and practical support where appropriate. “Supplier” means C S Barton Limited t/a E-Scout (registered in England and Wales under number 06756615.) “Supplier’s Standard Charges” means the charges shown on the Supplier’s website and other literature from time to time.

1.2 The headings in these Conditions are for convenience only and shall not affect their interpretation.

2. Supply of the Specified Service

2.1 The Supplier shall provide the Specified Service to the Client subject to these Conditions. Any changes or additions to the Specified Service or these Conditions must be agreed in writing by the Supplier and the Client.

2.2 Where necessary for the supply of the Specified Service the Client shall, at its own expense, supply the Supplier with all necessary Documents or other materials and all necessary data or other information relating to the Specified Service, within sufficient time to enable the Supplier to provide the Specified Service in accordance with the Contract. The Client shall ensure the accuracy of all Input Material.

2.3 All Output Material shall be at the sole risk of the Client from the time of delivery to or to the order of the Client.

2.4 The Specified Service shall be provided in accordance with the Supplier’s current website or other published literature relating to the Specified Service from time to time, subject to these Conditions.

2.5 Further details about the Specified Service and advice or recommendations about its provision or utilisation which are not given on the Supplier’s website or other promotional literature, may be made available on written request.

2.6 The Supplier may correct any typographical or other errors or omissions in any brochure, promotional literature, quotation or other document relating to the provision of the Specified Service, without any liability to the Client.

2.7 The Client acknowledges that the use of the Services may require the use of other hardware and software products and that such hardware and software is your responsibility.

2.8 The Supplier may, at any time without notifying the Client, make any changes to the Specified Service which are necessary to comply with any applicable safety or other statutory requirements, or which do not materially affect the nature or quality of the Specified Service.

3. Charges

3.1 Subject to any special terms agreed, the Client shall pay the Supplier’s Standard Charges and any additional sums which are agreed between the Supplier and the Client for the provision of the Specified Service or which, in the Supplier’s sole discretion, are required as a result of the Client’s instructions or lack of instructions, the inaccuracy of any Input Material or any other cause attributable to the Client.

3.2 The Supplier shall be entitled to vary the Supplier’s Standard Charges from time to time by giving not less than three months’ written notice to the Client.

3.3 All charges quoted to the Client for the provision of the Specified Services are exclusive of any Value Added Tax, for which the Client shall be additionally liable at the applicable rate from time to time.

3.4 The Supplier shall be entitled to invoice the Client following the end of each month in which the Specified Service is provided, or at other times agreed with the Client.

3.5 The Supplier’s Standard Charges and any additional sums payable shall be paid by the Client as specified on the Supplier’s website.

3.6 If payment is not made on the due date, the Supplier shall be entitled, without limiting any other rights it may have, to charge interest on the outstanding amount (both before and after any judgment) at the rate of 2 % above the base rate from time to time of Barclays Bank plc from the due date until the outstanding amounts is paid in full.

4. Rights in Input Material and Output Material

4.1 The property and any copyright or other intellectual property rights in:-

4.1.1 any Input Material shall belong to the Client;

4.1.2 any Output Material shall, unless otherwise agreed in writing between the Client and the Supplier, belong to the Supplier subject only to the right of the Client to use the Output Material for the purposes of utilising the Specified Service.

4.2 Any Input Material or other information provided by the Client which is so designated by the Client and any Output Material shall be kept confidential by the Supplier which is so designated by the Supplier, shall be kept confidential by the Client; but the foregoing shall not apply to any Documents or other materials, data or other information which are public knowledge at the time when they are so provided by either party, and shall cease to apply if at any future time they become public knowledge through no fault of the other party.

4.3 The Client warrants that any Input Material and its use by the Supplier for the purpose of providing the Specified Service, will not infringe the copyright or other rights of any third party and the Client shall indemnify the Supplier against any loss, damages, costs, expenses or other claims arising from any such infringement.

4.4 Subject to paragraph 4.3, the Supplier warrants that any Output Material and its use by the Client for the purpose of utilising the Specified Service, will not infringe the copyright or other rights of any third party.

5. User Names and Password

5.1 As a paying user of the Specified Service, you will be provided with a unique user name and password for use within your organisation alone. You are solely responsible for maintaining the confidentiality and security of your information and you should not reveal your username and password to anyone else. You are entirely responsible for all activities that relate to your username and password, and you agree to immediately notify the Supplier of any unauthorised use of your username and password or any other breach of security. The Supplier shall not be responsible for any losses arising out of the unauthorised use of your username or password.

5.2 The Supplier may from time to time monitor usage of the username and password to ensure that it is only being operated within your organisation.

5.3 The terms set out at clauses 5.1 and 5,2 above do not prevent you from exporting and saving footage and sharing it with third parties, provided the purpose of using the footage is not to allow that third party access to the Specified Service without having to subscribe to it. The Client agrees not to violate or attempt to violate any security measures the Supplier may implement from time to time for the usage of the Specified Service. The Client agrees not to attempt to, or assist another person to, circumvent, any of the security measures related to such use for any reason whatsoever.

5.4 The delivery of footage to the Client does not transfer any commercial or promotional use rights in that footage.

5.5 A Broadband Internet connection will be required in order to access the Specified Service.

5.6 The Specified Service may offer interactive features that allow the Client to, among other things, submit or post information, materials or links to third parties. The Client agrees that any use of such features shall be the Client’s sole responsibility, shall not infringe or violate the rights of any other party or violate any laws, contribute to or encourage infringing or otherwise unlawful conduct and that the Client has obtained all necessary rights, licences or clearances it needs to use the footage.

6. Warranties and Limitation of Liability

6.1 The Supplier warrants to the Client that the Specified Service will be provided using reasonable care and skill and, as far as reasonably possible, where the Supplier supplies in connection with the provision of the Specified Service any goods (including Output Material) supplied by a third party, the Supplier does not give any warranty, guarantee or other term as to their quality, fitness for purpose or otherwise, but shall, where possible, assign to the Client the benefit of any warranty, guarantee or indemnity given by the person supplying the goods to the Supplier.

6.2 The Supplier shall have no liability to the Client for any loss, damage, costs, expenses or other claims for compensation arising from any Input Material or instructions supplied by the Client which are incomplete, incorrect, inaccurate, illegible, out of sequence or in the wrong form, or arising from their late arrival or non-arrival, or any other fault of the Client.

6.3 The Supplier does not guarantee, represent, or warrant that the use of the Specified Service will be uninterrupted or error-free, and the Client agrees that from time to time the Supplier may remove the Specified Service for indefinite periods of time for maintenance and upgrades.

6.4 The Client expressly agrees that use of the Specified Service is at the Client’s sole risk. The Specified Service and all products and services delivered by the Supplier are provided "as is" and "as available" for the Client’s use, without warranties of any kind, either express or implied, including all implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. Because some jurisdictions do not allow the exclusion of implied warranties, the above exclusion of implied warranties may not apply.

6.5 Except in respect of death or personal injury in jurisdictions where limits of liability for those eventualities are prohibited, in no situation shall the Supplier, its directors, officers, employees, affiliates, agents, contractors, or licensors be liable for any direct, indirect, incidental, punitive, special, or consequential damages arising from the use of any of the Supplier’s services or for any other claim related in any way to use of the services, including, but not limited to, any errors or omissions in any content, or any loss or damage of any kind incurred as a result of the use of any content (or product) posted, transmitted, or otherwise made available via the service, even if advised of their possibility. Because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, the Supplier’s liability shall be limited to the extent permitted by law

6.6 The Supplier shall not be liable to the Client or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of the Supplier’s obligations in relation to the Specified Service, if the delay or failure was due to any cause beyond the Supplier’s reasonable control.

7. Termination

7.1 The Client shall be entitled to terminate the Contract at any time by giving not less than three months’ written notice to the Supplier, after the completion of any relevant fixed term which applies to the Specified Service or as set out on the Supplier’s website.

7.2 Either party may (without limiting any other remedy) at any time, terminate the Contract by giving written notice to the other if the other goes into liquidation, or (in the case of an individual or firm) becomes bankrupt, makes a voluntary arrangement with his or its creditors, or has a receiver or administrator appointed.

8. General

8.1 These Conditions together with any other contractual documents provided by the Supplier constitute the entire agreement between the parties, supersede any previous agreement. All other terms and conditions, express or implied by statute or otherwise, are excluded to the fullest extent permitted by law.

8.2 Any notice required or permitted to be given by either party to the other under these Conditions, shall be in writing addressed to the other party at its registered office or principal place of business or such other address as may at the relevant time have been notified, pursuant to this provision to the party giving the notice.

8.3 No failure or delay by either party in exercising any of its rights under the Contract, shall be deemed to be a waiver of that right and no waiver by either party of any breach of the Contract by the other shall be considered as a waiver of any subsequent breach of the same or any other provision.

8.4 If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected.

8.5 English law shall apply to the Contract, and the parties agree to submit to the non-exclusive jurisdiction of the English courts, or any such law and jurisdiction as the Supplier shall in its sole discretion decide depending upon the jurisdiction in which any dispute occurs.