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5.2 Clause 4 of the agreement provides for a separate name use agreement under which a member firm can request for entering into a name use agreement which will enable such member firm to use the name 'Grant Thornton" or an approved derivative thereon. However, such request of a member firm to enter into a name use agreement has to be approved by the members of Board of GTIL present at a meeting with Corum by at least 75% vote. Thus, from the aforesaid clause, it is very much clear that user of brand name/trade mark (Grant Thornton) is not mandatory, but on request of a particular member firm. Clause 5 of the agreement speaks of permanent contribution by member firm to GTIL. Clause 9.1 of the agreement provides that in order to assist in equitable allocation of GTIL expenses amongst members who have benefited from GTIL membership, a member firm shall pay to GTIL a service charge to be computed as a percentage of total net fees billed and collected by a member firm arising from international work referred to such member firm by another correspondent firm. It is further provided, in order to, encourage member and correspondent firms to refer work to member and AY: 2011-12 [Grant Thornton Advisory (P.) Ltd.] correspondent firms, the board of GTIL may permit either some or all of the service charges received from member or correspondent firms in respect of such referral to be paid to the referring member or correspondent firms. Clause 9.2 of the agreement says, an annual membership contribution shall be paid to GTIL by each member firm. Such annual membership contribution shall be based on the anticipated excess of operating expenses over referral fees and other income as set forth in the budget for the year in question and as approved by Board. This annual subscription fee has to be allocated amongst member firms on a basis to be determined by Board from time to time. Clause 9.4 of the agreement provides that any travel and other expenses incurred by partners, owners and personnel or their member firms in providing services to GTIL in connection with the operation of GTIL or any other recovery in connection therewith shall be reimbursed by GTIL periodically. Clause 11.4 provides that on dissolution/liquidation of GTIL, the amount received from realization of assets, if is in excess after discharging liabilities, will be distributed amongst the members. Clause 17.1 of the agreement makes it clear that GTIL shall be the sole owner of copyright, design rights, database rights, patent rights, rights in AY: 2011-12 [Grant Thornton Advisory (P.) Ltd.] know-how or trade secret, trademark, trade names, logos and associated goodwill and other intellectual property rights that subsists or may arise in connection with software and related materials described in Exhibit-A and all modifications and enhancements thereon, whether made by GTIL or a member firm. Further, it provides that a member firm can assign to GTIL with full title guarantee any right, title and interest that such member firm may be having at any time in the software and the intellectual property right. On perusal of Exhibit-A to the agreement, it is noticed that GTIL has permitted use of software only for the purpose of performing the work in accordance with uniform standard prescribed by GTIL. No member is permitted to effect modification/enhancement to the software owned by GTIL. Further, clause 17.4 of the agreement stipulates that GTIL will grant each member firm a limited royalty-free, non-exclusive, non transferable and non-sublicensable right and licence (a) to use the software in object code format; (b) to modify and enhance (i) the object code version of the software to the extent, if any, provided on Exhibit-A or in the documentation that the GTIL provides with the software; and (ii) the source code version of the software to the extent necessary to correct errors, ingredients or AY: 2011-12 [Grant Thornton Advisory (P.) Ltd.] otherwise operate the software for member firms' for internal business purposes and make as many copy of the software as reasonably necessary for such permitted use, modification and enhancement and such backup copies as are necessary for its lawful use. Clause 17.5 puts further restrictions/conditions to the aforesaid license right as provided under section 17.4. 5.3 Thus, on a reading of the salient features of the agreement as a whole, it is very much clear that GTIL on its own does not render any services to its members. On the contrary, the members, if required, render services to GTIL. Further, GTIL does not have any source of income. The operational expenses of GTIL are shared/borne by its members. Keeping in perspective the facts as discussed hereinbefore, it is necessary to examine, whether the payment made by the assessee to GTIL would fall within the four corners of the expression "royalty" under Article 13(3) of India - UK DTAA. Article 13(3) of the Tax Treaty is reproduced hereunder: