PRATT & WHITNEY CANADA CORP.

DATA LICENSE AGREEMENT PLEASE READ THE FOLLOWING TERMS AND CONDITIONS BEFORE OPENING THE CD-ROM PACKAGE ACCOMPANYING THIS AGREEMENT. OPENING THE CD-ROM PACKAGE WILL CONSTITUTE YOUR ACCEPTANCE OF THESE TERMS AND CONDITIONS AND AGREEMENT WITH PRATT & WHITNEY CANADA CORP. (LICENSOR) TO BE BOUND BY THEM. IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU SHOULD PROMPTLY RETURN THE CD-ROM PACKAGE UNOPENED, AND YOUR MONEY WILL BE REFUNDED. 1. LICENSE. You may (a) use the data ("the "Data") contained on the enclosed CD-ROM (the CD-ROM) by loading the Data into a permanent storage device (e.g. hard drive) or temporary memory (e.g. RAM) and displaying the Data on one or more workstations solely for your internal business purposes; and (b) make a single machine readable copy of the Data for backup purposes in support of your use of the Data, provided all trademarks, copyright or other proprietary notices are faithfully reproduced and included on such copy. You may not (a) use or copy the Data except as expressly provided herein, (b) disclose or distribute the Data (electronically or otherwise), (c) modify or prepare derivative works of the Data, (d) disassemble, decompile or otherwise derive the source code from the Data, (e) transfer, or assign the Data, the license, or this Agreement, (f) rent or lease the Data, (g) remove or alter any designation or marking on the Data, or (h) permit third parties to use the Data. ANY BREACH OF THIS AGREEMENT WILL RESULT IN THE AUTOMATIC TERMINATION OF THIS LICENSE. 2. TERM. This license will commence when you open the CDROM package and continue until terminated by default or otherwise as set forth herein. You may terminate both the license and this Agreement at any time by destroying all copies of the CD-ROM, the Data and related materials. They may also be terminated without notice to you if you fail to comply with any terms or conditions of this Agreement. Upon such termination you will (a) cease using the CD-ROM, the Data and related materials, (b) destroy all copies of the CD-ROM, the Data and related materials, and (c) promptly provide Licensor with a written confirmation of taking these steps. Termination of this Agreement will not restrict Licensor of any recourses available to it at law or otherwise. 3. LIMITED WARRANTY. THE CD-ROM AND DATA ARE PROVIDED AS IS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, EXCEPT AS EXPRESSLY SET FORTH HEREIN, AND LICENSOR DISCLAIMS ANY AND ALL PROMISES, REPRESENTATIONS AND WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THE ENTIRE RISK AS TO THE USE, QUALITY AND PERFORMANCE OF THE CD-ROM AND THE DATA IS ASSUMED BY YOU. LICENSOR DOES NOT WARRANT THAT THE FUNCTION OF THE CD-ROM OR THE DATA WILL MEET YOUR REQUIREMENTS, THAT THE CD-ROM OR DATA, OR THEIR USE, DOES NOT INFRINGE ANY PATENT, COPYRIGHT, TRADE SECRET OR OTHER PROPRIETARY RIGHT OF ANOTHER PARTY, OR THAT THEIR OPERATION WILL BE UNINTERRUPTED OR ERROR FREE. FOR A PERIOD OF THIRTY (30) DAYS FROM THE DATE YOU RECEIVE THIS PACKAGE, LICENSOR WARRANTS THAT THE CD-ROM ON WHICH THE DATA IS DELIVERED WILL BE FREE OF DEFECTS THAT PREVENT YOU FROM LOADING THE DATA ON YOUR COMPUTER. YOUR SOLE REMEDY UNDER THIS WARRANTY IS REPLACEMENT OF THE DEFECTIVE CD-ROM, PROVIDED YOU NOTIFY LICENSOR OF THE DEFECT WITHIN THE THIRTY (30) DAY PERIOD. All warranty obligations are void if the CD-ROM or the Data has been modified, damaged or misused by you. 4. LIMITATION OF LIABILITY. IN NO EVENT WILL LICENSOR BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY DAMAGE OR LOSS OF ANY KIND WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, ORDINARY, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING LOSS OF PROFITS) ARISING OUT OF THE USE, SUPPLY OR INABILITY TO USE THE CD-ROM OR DATA, OR OF ANY WORK OR SERVICE PERFORMED BY LICENSOR OR ITS EMPLOYEES, WHETHER BASED IN CONTRACT, DELICT, TORT OR OTHER LIABILITY TO PROVIDE DAMAGES, INDEMNIFICATION OR ANY OTHER REMEDY, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY THEREOF. IF THE FOREGOING LIMITATION IS HELD TO BE UNENFORCEABLE, THE MAXIMUM LIABILITY OF LICENSOR TO YOU WILL BE THE AMOUNT OF THE LICENSE FEE PAID TO LICENSOR. 5. PROPRIETARY PROTECTION. Licensor owns the CD-ROM, the Data and all trade secrets, copyrights, patents and other intellectual property rights therein, which you agree to preserve. This license does not provide you with title or ownership of the CDROM or the Data, but only a right of limited use. You must keep them free and clear of all claims, liens and encumbrances. You acknowledge that the Data comprises valuable proprietary information of Licensor and warrant that the Data will not be disclosed to a third party without the express written consent of Licensor. You agree that, in the event of your breach of any provision of this Agreement, Licensor will not have an adequate remedy in money or damages. Licensor will therefore be entitled, at Licensors sole discretion, to obtain an injunction to prevent or stop such breach from any court of competent jurisdiction immediately upon request. Licensors right to obtain injunctive relief will not limit its right to seek further remedies. 6. GENERAL. For the replacement of defective CD-ROM under your warranty herein, you must return the defective CD-ROM to Licensor, postage prepaid. You must either insure the defective CD-ROM being returned or assume the risk of loss or damage in transit. Any claim under the above warranty must include a proof of purchase such as a copy of the invoice. This Agreement will be governed and interpreted in accordance with the laws in force in the Province of Quebec, Canada. The parties hereto confirm that it is their wish that this Agreement as well as all other documents relating hereto have been and will be drawn up in English only. Les parties aux prsentes confirment leur volont que cette convention de mme que tous les documents sy rattachant soient rdigs en anglais seulement. If any of the provisions of this Agreement are found to be illegal, invalid or unenforceable, such provision will be severed from this Agreement and this Agreement will not be rendered inoperative but the remaining provisions thereof will continue in full force and effect.

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. YOU FURTHER AGREE THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN US WHICH SUPERSEDES ANY PROPOSAL, REPRESENTATION OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATION BETWEEN US RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT.
P&WC Data License Agreement (14 January 2000) - DATA