As requested by you, Cooper, Robertson & Partners will furnish to you copies of our Electronic Files for your convenience and use related to this project and subject to the following terms and conditions:

(1) Recipient agrees that its use of these Electronic Files is at its own risk and that it assumes full responsibility for proper preparation of its drawings and execution of its work on the Project, including, and without limitation, system design as required and verification of all dimensions and other information contained on the Electronic Files as required in the performance of its work.

(2) Recipient further acknowledges that Cooper, Robertson & Partners retains the copyright and all other reserved rights in the work product reflected on the Electronic Files pursuant to contract.

(3) Recipient acknowledges and agrees that it is not in privity of contract with Cooper, Robertson & Partners as a result of this Agreement with respect to any claims or causes of action related to or arising out of work performed on the Project.

(4) By furnishing the Electronic Files to Recipient, Cooper, Robertson & Partners grants Recipient a limited license to use such work product in conjunction with performance of Recipient’s responsibilities for preparing drawings and documents in connection with the Project. This limited license does not permit Recipient to modify the documents or data contained in the Electronic Files.

(5) Recipient recognizes that there are numerous factors which may result in errors or discrepancies in data on disc, including without limitation, translation errors resulting from differences in computer software, hardware and related equipment, disc malfunctions and user error. Accordingly, Cooper, Robertson & Partners has no responsibility for and makes no representations regarding the accuracy of the information contained on the Electronic Files. Cooper, Robertson & Partners does not represent that the information contained on the Electronic Files is complete. Further changes to the Electronic Files could be required. Cooper, Robertson & Partners has no obligation to update or modify information furnished to the Recipient on the Electronic Files. Cooper, Robertson & Partners makes no representations that the items shown on the Electronic Files are to scale.

(6) Addenda information or revisions made after the date indicated on the Electronic Files may not have been incorporated. In the event of a conflict between Cooper, Robertson & Partner’s signed and/or sealed hard copies of drawings and the Electronic Files, the latest version of the signed and/or sealed drawings or documents shall govern and control. It is Recipient’s responsibility to determine if any conflict(s) exist. The Electronic Files are not construction documents and shall not be deemed to be “Contract Documents” as defined in the General Conditions of the Contract for Construction.

(7) Under no circumstances shall delivery of the Electronic Files for your use be deemed a sale by Cooper, Robertson & Partners, and Cooper, Robertson & Partners makes no representations or warranties, either express or implied, of merchantability, fitness for a particular purpose, or otherwise regarding any of them. In no event shall Cooper, Robertson & Partners be liable for any loss of profit or any consequential damages as a result of your use or reuse of these Electronic Files.

(8) Our Electronic CAD Files are produced in Autocad 2008 and are compatible with Autocad 2007 and newer versions. The drawings included therein are drawn in imperial architectural or decimal units unless another unit system has been agreed upon in advance. These drawings use named plot styles (.stb plot styles). Recipient accepts all risks associated with any damage to hardware, software or computer networks which may arise as a result of or in connection with its use of the Electronic Files and Cooper, Robertson & Partners makes no representations or guarantees regarding the compatibility of these files with respect to Recipient’s hardware or software. Recipient further acknowledges that the Electronic Files are furnished “as is” and that Cooper, Robertson & Partners has no liability to Recipient for any damages or losses resulting from Recipient’s use of the Electronic Files. Recipient accepts full responsibility for modifying Recipient’s computer systems or translating data as required to properly use the Electronic Files.

(9) This Agreement shall be governed by New York law and shall be enforceable to the fullest extent permitted by law. Any unenforceable provisions shall be deemed to be severed from the remaining terms of this Agreement.

(10) This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together will constitute one and the same instrument, with the same effect as if each party had executed all counterparts.

(11) By downloading these files, Recipient confirms its agreement to the above terms and conditions and the individual signing this agreement on behalf of Recipient represents that he/she is duly authorized to obligate Recipient to comply with such terms and conditions. This Agreement shall govern all future transfers of additional Electronic Files by Cooper, Robertson & Partners to Recipient.

(12) Recipient agrees that in the event that the Recipient, its officers, directors, employees, agents or independent Recipients use the Electronic Files as permitted herein, it shall, to the fullest extent permitted by law, indemnify Cooper, Robertson & Partners and the Owner and the officers, directors, shareholders, partners, consultants, agents and employees of any of them, and hold them harmless from any and all actions, claims, damages, demands, liabilities, losses, judgments, recoveries, costs and expenses, including attorneys’ fees, which any of them may incur as a result of such use of, alterations to, deviations from, or additions to the work product depicted on the Electronic Files. Cooper, Robertson & Partner’s title block, logo, and letterhead shall be removed from any modified drawings or documents which are filed with public authorities or are otherwise distributed to third parties. Recipient further agrees to obligate any other Recipient, subRecipient or other party who receives a copy of the Electronic Files from Recipient to be bound by the terms of this Agreement.