ISIS End User Licence Agreement

CH2M HILL

WARNING. BEFORE PROCEEDING PLEASE READ THE TERMS OF THIS LICENCE

AGREEMENT CAREFULLY.

PRELIMINARY PROVISIONS

You may obtain a copy of the Product, either by downloading it remotely from the Licensors server
or by copying it from a CD-ROM or other Medium obtained from the Licensor or a licensed reseller,
You are licensed to use the Product for the purposes anticipated by this Agreement only on the
condition that you accept the terms contained in this Agreement, including the payment of the
appropriate Licence Fee.

During installation by clicking on the I agree button you confirm your acceptance of the terms of
this Agreement, as set out below.

If you do not wish to accept these terms, you will not be licensed to use the Product and you
should click on the I do not agree button, delete the Product from your computer(s) and, where
relevant within 14 days of receipt, return the Medium and all items forming the Product to the
Licensor or licensed reseller with proof of purchase for a full refund including all costs of postage
and packing. Thereafter the conditions of this Agreement shall cease to apply.

AGREEMENT

THIS AGREEMENT is made between

1. CH2M HILL of Elms House, 43 Brook Green, London, W6 7EF, United Kingdom (hereinafter
called "the Licensor"), and

2. You, the person, firm or company obtaining the Product (hereinafter once you have accepted
these terms and conditions, the Licensee)

together the Parties and is effective at that time you click the I agree button confirming your
unconditional acceptance of these terms and conditions.

WHEREAS

1 DEFINITIONS

Accepted Quotation means the quotation for the provision of this licence as agreed and
accepted between the Parties;

Product means the licensed software product consisting of computer programs,

documentation, data and any software protection device;

Medium means a CD-ROM or other distribution medium containing the Product obtained
from the Licensor or a licensed reseller;

Licence Fee means the fee payable by the Licensee for the permitted use of the
Product, as described in Clause 3.1. The amount of the Licence Fee is to be as set out in
the Accepted Quotation unless the Product is ISIS FREE for which the Licence Fee is
zero;

"Licence Term" means a long term licence of 25 years unless a shorter period has been
specifically agreed between the Parties. The Licence Term commences at the same time
as this Agreement.

2 GRANT OF LICENCE

Provided that the Licensee has paid the applicable Licence Fee, the Licensor grants to the
Licensee a non-exclusive licence to use the Product for the duration of the Licence Term
for the permitted purpose set out below and for no other purpose. The licence does not
permit the Licensee to sub-license, assign, rent, lease, loan, sell or transfer the Product or
the rights granted by this licence to any third party.

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3 PERMITTED USE

3.1 Subject to Clause 4, the Licensee may use the Product for any reasonable purpose
subject to payment of the appropriate Licence Fee:

(a) a Single User Licence authorises the Licensee to install and use the Product on a
single computer only under the Licensees control (the licence allows no more
than four concurrent instances of the Product to be executed on the single
computer by a single user, unless Enhanced Multi-Run is enabled);

(b) a Network Licence authorises the Licensee to install the Product on multiple
computers on a network under the Licensees control and share access to a
licence, in accordance with the Accepted Quotation (a licence is required for each
concurrent instance of the Product);

(c) an ISIS FREE Licence authorises the Licensee to install and use only the ISIS
FREE version of the Product which has limited functionality and can be used on
any computer under the Licensees control.

3.2 The Licensee may make copies of the Product for backup, archival and other internal or
security purposes provided that all copyright notices and any other proprietary notices
included on the Product are reproduced on any such copies or partial copies.

4 RESTRICTIONS ON USE

The Licensee shall not, nor permit others to:

(a) use, copy, duplicate, modify, rent, lease, loan, sell, distribute or transfer the
Product (including any related documentation) or any copy, in whole or in part
except as expressly provided for in this licence agreement;

(b) create derivative works based upon the Product;

(c) alter, translate, disassemble, decompile, reverse engineer or modify the Product;

(d) delete, vary or obscure any proprietary notices on or in the Product.

5 CONFIDENTIALITY

The Licensee undertakes to hold all data (including object and source codes), drawings,
specifications, software listings and all other information relating to the Product,
confidential and shall not at any time during the Licence Term or after its expiry disclose
the same, whether directly or indirectly, to any third party without the Licensors express
consent.

6 INTELLECTUAL PROPERTY RIGHTS

The Product contains copyright data and other intellectual property rights (the Property)
which remain the property of the Licensor or third parties from whom the Licensor has
obtained licensing rights. The Licensee shall have a licence to use the Property only to the
extent envisaged by this Agreement and for no other purpose.

7 LIMITED WARRANTY

7.1 Subject to the limitations and exclusions of liability set in this Agreement, the Licensor
warrants that it has used reasonable skill and care to see that for a period of 90 days from
the date of delivery, or downloading of the Product (the "Warranty Period"), the Medium
will be reasonably free from material defects under normal reasonable use and the
Product will generally conform to any documentation that accompanies it.

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7.2 The Licensor shall not be liable under the warranties given in clause 7.1 above if the
Product fail to conform to the said warranty because of any corruption, abuse or incorrect
use of the Product (including use of the Product with equipment or other software which is
incompatible) or because of any variation, modification or addition to the Product not
performed by the Licensor.

7.3 If the Medium fails to conform to the warranties set out in clause 7.1 above the Licensee
may obtain replacement Medium from the Licensor. If, during the Warranty Period, the
Licensor is unable to deliver replacement Medium which complies with the requirements of
this Agreement, the Licensee may terminate this Agreement by returning the Medium to
the Licensor, who will repay the costs paid for the Product and the cost of postage and
packing.

8 DISCLAIMER

The Licensor has used reasonable skill and care in producing the Product and the
Licensee agrees and accepts that in respect of the Product, all guarantees,
representations and warranties of any kind, whether express or implied, including, without
limitation, any implied warranties of satisfactory quality, merchantability or fitness for a
particular purpose or ability to achieve a particular result are hereby excluded, so far as
such exclusion or disclaimer is permitted under the applicable law.

The Licensee assumes the entire risk as to the quality and performance of the Product for
its particular purpose. The Licensor does not warrant that the Product will meet the
Licensees requirements or particular purpose or that its operation will be uninterrupted or
error free.

9 LIMITATION OF LIABILITY

9.1 The Licensors total liability under or in connection with this Agreement, however arising
shall not exceed the value of the Licence Fee payable by the Licensee.

9.2 In no event shall the Licensor be liable to the Licensee for any special, consequential or
indirect loss or damage, including loss of business, loss of opportunity, loss of data, loss
of profits arising out of the use of or inability to use the Product, even if the Licensor has
been made aware of the possibility of such damages.

9.3 Nothing in this Licence Agreement shall exclude or limit the liability of the Licensor for
fraudulent misrepresentation or for death or personal injury resulting from the negligence
of the Licensor.

10 INTELLECTUAL PROPERTY RIGHTS INDEMNITY

10.1 The Licensor does not warrant that use of the Product will not infringe the intellectual
property rights of any third party although it is unaware of any such possibility. If the
Licensee, having used all reasonable endeavours to do so, is unable to use the Product
without infringing the intellectual property rights of a third party the Licensor may at its
discretion either:

(a) procure a licence demanded by a third party for the use of the infringing parts of
the Product; or

(b) modify the Product so that they cease to be infringing; or

(c) terminate this licence immediately and refund any of the fees paid by the
Licensee as at the date of termination (less a reasonable sum in respect of use of
the Product to the date of termination) on return of the Product.

10.2 In no event shall the Licensors liability under or as a result of clause 10.1 exceed the fee
the Licensee has paid to the Licensor for the alleged infringing Product.

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11 FORCE MAJEURE

Neither Party shall be liable to the other for any delay or non-performance of its
obligations under this Agreement, to the extent that it is prevented from performing its
obligations due to any cause beyond its reasonable control including, without limitation,
any of the following: act of God, governmental act, war, fire, flood, explosion or civil
commotion.

12 WAIVER

No forbearance or delay by either Party in enforcing its rights shall prejudice or restrict the
rights of that party, and no waiver of any such rights or of any breach of any contractual
terms shall be deemed to be a waiver of any other right or of any later breach.

13 TERMINATION

13.1 This Agreement will terminate automatically if the Licensee breaches of any of its terms or
destroys the Product and any copies or returns the Product to the Licensor voluntarily.

13.2 Upon termination all rights the Licensee has to use the Product will cease and the
Licensee must destroy or delete the Product and all copies from all storage media in the
Licensees control.

14 SEVERABILITY

If any provision of this Agreement is held invalid, illegal or unenforceable for any reason
by any court of competent jurisdiction such provision shall be severed and the remainder
of the provisions hereof shall continue in full force and effect as if this Agreement had
been agreed with the invalid illegal or unenforceable provision eliminated.

15 ENTIRE AGREEMENT

This Licence Agreement contains the entire Agreement between the Licensor and
Licensee relating to the subject matter and supersedes all proposals, representations,
understandings and prior agreements, whether oral or written, and all other
communications between the Parties relating to that subject matter.

16 GOVERNING LAW AND JURISDICTION

This agreement shall be governed by and construed in accordance with the law of
England and Wales and the Parties submit to the exclusive jurisdiction of the courts of
England and Wales.

17 REFERENCING

All reports, publications and presentations relating to the use of the Product must quote
the name of the Product and its origin. Furthermore, CH2M HILL reserve the right to use
the Licensee name and logo within their marketing literature (online or offline), providing it
is not detrimental in any way

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