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Software Licensing

FracMan software is owned and distributed by the FracMan Technology Group of Golder Associates Inc. FracMan software is generally distributed on the basis of a one year renewable license. The renewal fee is approximately 15% of the first year license fee. Software support is provided on a consulting basis or through maintenance contracts.

Standard FracMan software license terms follow. Changes to these terms can be negotiated for specific applications.

License Terms

1. OWNERSHIP AND USE OF FRACMAN COMPUTER SOFTWARE

Golder Associates Inc. (GAI) hereby grants Licensee a non-exclusive, non-transferable machine license to use a copy of FracMan computer software, hereinafter "FracMan", only on a single computer for Licensee's business purposes. The Licensee agrees that all copies of FracMan, the associated documentation, including updates, changes and modifications, remain the exclusive property of GAI. Licensee has no right to modify FracMan or to merge it into other programs without the express written consent of GAI.

The Licensee may make up to two additional copies only, for backup purposes. The Licensee agrees that all copies will display the wording "Proprietary Data, Property and Copyright of Golder Associates Inc., Redmond, Washington" and the date, on each diskette or other medium on which the software is copied and that it will strictly safeguard all copies against disclosure to or use by any other person or entity without the prior written authorization of GAI. Licensee agrees that it will protect the proprietary rights of GAI both during and after the term of this license and that it will honor and comply with reasonable written requests made by GAI, pursuant to statutory and common law rights. The Licensee agrees that it will report the location of all copies of FracMan to GAI at GAI's request. The Licensee agrees to provide attribution to GAI in any and all publications in which data generated by FracMan is printed.

2.. WARRANTY

GAI MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO THE RESULTS TO BE ATTAINED BY THE LICENSEE FROM THE USE OF FRACMAN AND THERE ARE NO EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE. GAI HEREBY EXPRESSLY DISCLAIMS THE SAME. GAI SHALL HAVE NO LIABILITY FOR ERRORS, OMISSIONS, OR INACCURACIES IN FRACMAN. TO THE EXTENT PERMITTED BY LAW, LICENSEE AGREES TO INDEMNIFY, DEFEND AND HOLD HARMLESS GAI FROM AND AGAINST ALL CLAIMS, DAMAGES, LOSSES AND EXPENSES, INCLUDING, BUT NOT LIMITED TO ATTORNEYS' FEES, COURT AND ARBITRATION COSTS, ARISING OUT OF OR RESULTING FROM LICENSEE'S NEGLIGENT USE OF FracMan.

3. LIMITATION OF REMEDY

NO ACTION, REGARDLESS OF FORM, ARISING OUT OF OR PERTAINING TO THIS LICENSE MAY BE BROUGHT BY THE LICENSEE MORE THAN ONE (1) YEAR AFTER THE CAUSE OF ACTION HAS ACCRUED. GAI SHALL NOT HAVE ANY LIABILITY FOR ANY LOST PROFITS OR FOR EXEMPLARY, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR FOR ANY CLAIM AGAINST THE LICENSEE MADE BY ANY THIRD PARTY. LICENSEE'S EXCLUSIVE REMEDY SHALL BE (A) REPLACEMENT OF FracMan, OR (B) CORRECTION OF FracMan, AT GAI'S SOLE DISCRETION. ANY DAMAGES UNDER THIS AGREEMENT SHALL BE LIMITED TO THE INITIAL PURCHASE PRICE.

4. BREACH OF AGREEMENT

In the event of any substantive breach by the Licensee of the terms and conditions of this license, GAI shall have the right to terminate this license by giving the Licensee written notice of immediate termination. Upon receipt of a notice of termination, the Licensee shall at no cost to GAI immediately destroy all copies of FracMan and associated documentation.

5. TERM

This agreement shall continue in full force and effect indefinitely, unless otherwise terminated by GAI. The obligations of Licensee shall survive such expiration or termination of this agreement. Upon the expiration or termination of this agreement, Licensee shall destroy all copies of FracMan and documentation.

6. NO ASSIGNMENT

This license shall not be assignable by the Licensee, in whole or in part. Subject to the foregoing, this license inures to the benefit of and is binding upon the parties and their heirs, personal representatives and successors of the Licensee. Licensee may not sublicense or otherwise convey to any third parties any rights under this agreement.

7. RESTRICTIONS

Application in Japan prohibited

Period of license is from.

No technical support is included in this licensing agreement.

8. ENTIRE AGREEMENT

The written terms and conditions of this license contain the entire agreement between the parties regarding the subject matter hereof. No modification or amendment of this agreement may be made unless in a written amendment duly executed by both parties, which specifically refers to this agreement.