At your request, Seidler Engineering, Inc. will provide electronic files for your convenience in the preparation of documents related to the subsequent project. The transfer of the electronic file(s) is subject to the following terms and conditions:

Seidler Engineering, Inc. makes no representations as to the compatibility of its electronic files with the Recipient’s computer software and systems, nor regarding the electronic files being computer virus free.

The Recipient personally agrees and covenants that he will guard and protect Seidler Engineering, Inc.’s rights under this agreement, and take any necessary measures to ensure that all of the Recipient’s personnel and all other persons that have access to Seidler Engineering, Inc.’s electronic files honor the terms of this agreement.

By accepting the electronic files for the Recipient’s convenience, the Recipient agrees to make no claim and thereby waives, to the fullest extent permitted by law, any claim or cause of action of any nature against Seidler Engineering, Inc., its officers, employees, agents or sub-consultants, which may arise out of, or in connection with, the Recipient’s use of the electronic files. Furthermore, the Recipient shall, to the fullest extent permitted by law, indemnify, defend and hold harmless Seidler Engineering, Inc., its officers, employees, agents or sub consultants from all claims, damages, losses, expenses, penalties and liabilities of any kind, including court costs and attorney’s fees, arising out of or resulting from the use of the electronic files by the Recipient, or by third party recipients of the electronic files from the Recipient.

These electronic files are not contract documents. Significant differences may exist between these electronic files and corresponding hard copy contract documents due to addenda, change orders or other revisions. Seidler Engineering, Inc. makes no representation regarding the accuracy or completeness of the electronic files you receive. In the event that a conflict arises between the signed contract documents prepared by Seidler Engineering, Inc. and electronic files, signed contract documents shall govern. Recipient is responsible for determining if any conflict exists. By your use of these electronic files, you are not relieved of your duty to fully comply with the contract documents, including and without limitation, the need to check, confirm and coordinate all dimensions and details, take field measurements, verify field conditions and coordinate your work with that of others for the project.

This agreement is not a waiver of any of Seidler Engineering, Inc.’s copyright or ownership rights of the information contained in the electronic files. All information in the electronic files remains the property of Seidler Engineering, Inc. and shall not be used for other projects, for additions to this project, or completion of this project by others. This document is not to be construed as a waiver of any other rights Seidler Engineering, Inc. may have in equity or at law. It is also agreed that Seidler Engineering, Inc. may suffer harm beyond monetary damages for unauthorized use of its electronic files, validation or breach of this agreement or otherwise, and therefore is entitled to both temporary and permanent injunctive relief in addition to other remedies.

Since the information set forth on the electronic files can be modified unintentionally or otherwise, Seidler Engineering, Inc. reserves the right to remove all indicia of its ownership and/or involvement from each electronic file.

No other persons or firms are permitted to use Seidler Engineering, Inc.’s electronic files for any other purpose. The electronic files shall remain the property of Seidler Engineering, Inc., and in no case shall the transfer of these files be considered a sale. Seidler Engineering, Inc. makes no warranties, either expressed or implied, as to the merchantability or fitness for a particular purpose of the files.

In no event shall Seidler Engineering, Inc. be liable for any loss of profit or any consequential damages relative to the delivery of the electronic files.

The validity of any portion of this Agreement will not and shall not be deemed to affect the validity of any other provision. In the event that any provision of this Agreement is held to be invalid, the parties agree that the remaining provisions shall be deemed to be in full force and effect as if they had been executed by both parties subsequent to the expungement of the invalid provision.

Seidler Engineering, Inc. believes that no licensing or copyright fees are due to others on account of the transfer of the electronic files, but to the extent any are, the Recipient will pay the appropriate fees and hold Seidler Engineering, Inc. harmless from such claims.

Any modification of this Agreement or additional obligation assumed by either party in connection with this Agreement shall be binding only if placed in writing and signed by each party or an authorized representative of each party.

Agreement for this Limited Release of the electronic files shall be interpreted by the laws of the State of Ohio. The parties’ consent to the jurisdiction of the Courts in the County where Seidler Engineering, Inc. resides should a dispute arise. Use of the electronic files indicates agreement with the foregoing terms and conditions, and this agreement represents the entire and integrated agreement between the parties and supersedes all prior communication either written or oral.