Engineering Direct Trial Subscription License

ENGINEERING DIRECT TRIAL SUBSCRIPTION LICENSE

Updated 23 July, 1999

This Agreement is entered into as of this [_____] day of [______], 199[_] by and between:

Engineering Information Inc. (Ei), a wholly owned subsidiary of Reed Elsevier Inc., with a principal place of business at 1 Castle Point Terrace, Hoboken, NJ 07030, notices for whom should be sent to Vice President, Sales, at the above address, and [______], a [______] corporation, with its principal offices at [ ______]

("Subscriber"), notices for whom should be sent to the address identified previously.

WHEREAS, Engineering Information wishes to permit certain subscribers to access the on-line electronic materials comprising the Engineering Direct (ED) service during a Trial Period intended to assist Ei in assessing customer needs and capacities; and

WHEREAS, Subscriber wishes to use and access the information contained in ED on a trial basis;

NOW, THEREFORE, the parties agree as follows:

SECTION 1. LICENSE TO ELECTRONIC VERSIONS OF PUBLICATIONS.

1.1 License. Ei hereby grants to Subscriber and its Authorized Users (as defined below) the right and license to

• search Content (as defined below) on the Service, and search, view, and browse tables of content, bibliographic and similar data and the full text of Subscribed Content (as defined below) available on the Service;

• view, print and/or download from Subscribed Content excerpts of reasonable quantity, provided that use of such excerpts is personal, does not amount to or result in commercial distribution, and is limited to the Authorized User obtaining such excerpt. As used herein, "Content" refers to material or information available on the Service and "Subscribed Content" means all such material or information which has been sub-licensed by Ei to Subscriber hereunder, all of which is listed in Annex 1.1 hereto (as may be adjusted from time to time);

1.2 Authorized Users. Ei will recognize the following as Authorized Users for purposes of this Agreement:

Such Authorized Users will work from, or otherwise maintain affiliation with, the access sites listed on Annex 1.2.

1.3 Within-the-Library Access. If Subscriber is required by law to provide public access to its general library collection it may also provide access to ED (subject to the limitations set forth above, and specifically limiting copying or downloading for storage) by members of the public for their non-commercial scholarly, research, and educational use by means of workstations located at the library facility. Remote access to ED by members of the public is not permitted.

1.4 Usage Restrictions, Interlibrary Lending. Except as expressly permitted in this Agreement, Content available through the Service may not be used (directly or indirectly) for any of the following purposes: (i) substantial or systematic reproduction; (ii) re-distribution, re-selling or sub-licensing in any manner including in connection with fee-for-service use; (iii) systematic supply or distribution in any form to anyone other than an Authorized User; (iv) systematic or substantial retention of Content so as to diminish or potentially diminish the commercial value of ED or the Content; or (iv) for the purpose of making interlibrary loans.

1.5 Alteration; Notices. Neither Subscriber nor its Authorized Users may modify, adapt, transform, translate or create any derivative work based on any materials or other content included on ED, or otherwise use same in a manner that would infringe the copyright or other proprietary rights therein. Copyright notices, other notices or disclaimers included in the Service or otherwise in the Content may not be removed, obscured or modified in any way.

SECTION 2. ACCESS.

2.1 Delivery. Ei will provide access to ED via the World Wide Web. Authorized Users will need to have a browser and internet connectivity to access ED.

SECTION 3. FEES

3.1 Fees. Access to ED pursuant to this Trial Agreement shall be without charge to Subscriber. If Subscriber elects to order material available via ED from commercial document delivery services, Subscriber shall only be responsible for payment it incurs in connection with such optional commercial document delivery, if any.

SECTION 4: INTEGRITY OF ED CONTENT AND EVALUATION OF USAGE

4.1 Content Integrity. Subscriber recognizes that maintaining the integrity of the Content accessed through ED, and ensuring that access to, and use of, same is limited to Authorized Users are important obligations. Ei accordingly reserves the right to terminate this Agreement if routine violations of these security principles or intellectual property rights are substantiated. Subscriber will take reasonable measures to detect misuse of the Service and/or content acquired therefrom, notify of Ei of such misuse, and take corrective actions, or take such action upon request from Ei.

4.2 Security protection. Subscriber shall indicate, as Annex 4.2 hereto, its preferred method of user access and authentication (by user ID name and password, or by IP domain). Subscriber shall manage and/or monitor Authorized User access through the authentication scheme provided by Ei and in accordance with the obligations set forth in Sections 4.1 and 6.

SECTION 5. TERM AND TERMINATION.

5.1 Term. This Agreement shall commence on the date first set forth above and continue for a period not to exceed thirty days. Ei reserves the right to cancel this Trial Agreement at any time at its discretion.

SECTION 6. REPRESENTATIONS, WARRANTIES AND INDEMNITIES.

6.1 Subscriber warranties. Subscriber warrants that it will use reasonable efforts to ensure the security and integrity of the Content and the Service, especially as regards access by parties other than Authorized Users, and otherwise ensure compliance (including, without limitation, compliance by its Authorized Users) with all terms and conditions herein. Subscriber further warrants that it will comply (including, without limitation, procuring compliance by Authorized Users) with the terms and conditions of any agreement or similar arrangement with respect to access to Content located or obtained through a Engineering Direct gateway or otherwise through the Service.

6.2 Disclaimers. ED access during this Trial Period is on a strictly "as is" basis. Ei will not be responsible for any claim, loss or liability attributable to errors, inaccuracies or other defects in the Content or the Service (or any software, search engine or other component thereof) or any part thereof arising from any act or omission or (to the maximum extent permitted by relevant laws) any negligence and BOTH PARTIES EXPRESSLY EXCLUDE ANY LIABILITY FOR BREACH OF ANY IMPLIED OR EXPRESS WARRANTY AS TO MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, save that Ei will replace any defective media delivered by it to Subscriber under this agreement.

IN WITNESS WHEREOF, the parties set their hands below:

SUBSCRIBER

______

By:
Title:
Dated:

ENGINEERING INFORMATION INC.

______

J. O’Toole
VP, Sales
Dated:

APPROVED AS TO FORM ONLY FOR EI EXECUTION

______
By:

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