FLEET ADMINISTRATIVE SERVICE TOOL (including TECHNICAL PUBLICATIONS)

END USER LICENSE AGREEMENT (EULA)

This is a Fleet Administrative Service Tool (FAST) and End User License Agreement ("Agreement") by and between Rolls-Royce Corporation and the subscriber of this Rolls-Royce Technical Publication data. Rolls-Royce Corporation ("Rolls-Royce") , a Delaware Corporation located at 2001 South Tibbs Avenue, Indianapolis, Indiana 46241 and the subscriber to Rolls-Royce Technical Publications data (the "Licensee") hereby agree to the terms and conditions of this license.

LICENSEE MUST READ THIS AGREEMENT CAREFULLY AND INDICATE ACCEPTANCE BY CLICKING THE "I AGREE" BUTTON AT THE END OF THE AGREEMENT BEFORE ACCESSING THE PUBLICATIONS DATA.  BY CLICKING "I AGREE", LICENSEE AGREES TO BE BOUND BY THIS AGREEMENT. IF LICENSEE DOES NOT AGREE TO THE TERMS OF THIS AGREEMENT, LICENSEE MAY NOT USE ANY DATA OR PUBLICATION OBTAINED BY FAST AND LICENSEE MUST RETURN THIS MEDIA TO ROLLS-ROYCE.  By clicking the "I AGREE" button and accessing the FAST data, Licensee is indicating that Licensee is 18 years old or older, and agrees to be bound by all of the terms in this Agreement.  Licensee should print a record copy of this Agreement.

1. Export Control and Global Sanctions Compliance

The Parties acknowledge that any technology, software, or technical data (collectively “Export Controlled Item”) provided or received hereunder may be subject to government export control laws, regulations, and orders. In performing their respective obligations under this Agreement, each of the Parties will strictly comply with all applicable requirements under such laws, regulations, and orders as they may be amended from time to time. As such, each Party warrants and undertakes that it will not export or transfer, re-export or re-transfer by any means, electronic or otherwise, any Export Controlled Item without complying in all respects with the applicable export control legislation, codes of conduct, the relevant export authorization(s), guidelines, notices and/or instructions in relation to any such export or transfer of the Export Controlled Items. The receiving Party shall indemnify and hold the furnishing Party harmless for all claims, demands, damages, costs, fines, penalties, attorney’s fees, and all other expenses arising from failure of the receiving Party to comply with this clause.

The Parties acknowledge the importance and responsibilities of full compliance with all applicable economic and trade sanctions laws, regulations, and orders administered or enforced by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”), the U.S. Department of State, the U.S. Department of Commerce, the United Nations Security Council, the European Union, the United Kingdom, Canada, or other sanctions authority of any relevant jurisdiction (collectively “Sanctions”).

Each Party represents and warrants to the other, in respect of this Agreement, that none of the Party, to the knowledge of the Party, nor any director, officer or employee of the Party or any of its subsidiaries or affiliates is an individual or entity (“Person”):

1. Listed on the U.S Consolidated Screening List (“CSL”) that include, among others, Specially Designated Nationals List and the Foreign Sanctions Evaders List maintained by OFAC as well as the Denied Persons List and Entity List maintained by the U.S. Department of Commerce;
2. Located, organized or resident in a country or territory that is or whose government currently is the target of any Sanctions;
3. Directly or indirectly owned or controlled by any Person currently on any of the CSL, or is directly or indirectly owned or controlled by any Person who is located, organized, or resident in a country or territory that is, or whose government currently is, the target of any Sanctions; or
4. Currently the subject of any Sanctions investigation, or is directly or indirectly owned or controlled by any Person who is currently the subject of a Sanctions investigation;

The Parties will not directly or indirectly deliver or otherwise make any Export Controlled Item subject to this Agreement available to a legal entity (includes any subsidiary, affiliate, joint venture partner), individual, country or territory whose government is the subject of any Sanctions or in any other manner that would result in a violation of Sanctions.

Changes to sanctions or embargoes that are beyond the control of either Party that results in the inability to deliver Export Controlled Items as per the Agreement will constitute a Force Majeure event and hold the other Party free from any arising liabilities.

2. LICENSE

Rolls-Royce hereby grants Licensee a nonexclusive, nontransferable license commencing on the Effective Date to use the proprietary processes, procedures, instructions, documentation, and other related materials packaged with this Agreement (collectively, "Licensed Materials").  Licensee may use the Licensed Materials only on the terms and conditions of this Agreement.

THIS AGREEMENT DOES NOT CONVEY TO LICENSEE TITLE OR OWNERSHIP OF THE LICENSED MATERIALS, BUT ONLY A RIGHT OF LIMITED USE IN ACCORDANCE WITH THIS AGREEMENT.  ALL TERMS AND CONDITIONS OF THIS AGREEMENT ARE MATERIAL TERMS OF THE LICENSE GRANTED BY THIS AGREEMENT.

THE LICENSE GRANTED UNDER THIS AGREEMENT EXPRESSLY EXCLUDES IN ALL CASES ANY USE, ISSUE, COPYING, DISCLOSURE OR EXPLOITATION OF THE LICENSED MATERIALS FOR MANUFACTURE, DEPTH MAINTENANCE, OVERHAUL OR TENDER PURPOSES WITH THIRD PARTIES OR FOR USE WITH NON OEM HARDWARE, EXCEPT AS EXPRESSLY AUTHORIZED.

In consideration of the use of the Licensed Materials, and as a condition of Licensee's right to use the Licensed Materials, Licensee agrees to pay to Rolls-Royce the license fees to which the parties have agreed ("License Fees").

3. NONDISCLOSURE

"Confidential Information" means any and all information that is of a confidential, proprietary or trade secret nature that is furnished or disclosed to Licensee or Rolls-Royce under this Agreement.  The Licensed Materials are Confidential Information of Rolls-Royce.  Confidential Information includes technical and performance data as well as the specific business terms of this Agreement and any other information that is marked as "Confidential," "Proprietary," "Trade Secret," or in some other manner to indicate it is confidential, proprietary or trade secret nature.  Confidential Information that is disclosed to Licensee will remain the property of Rolls-Royce, and Licensee will not be deemed by virtue of this Agreement or any access to Rolls-Royce's Confidential Information to have acquired any right or interest in or to any such Confidential Information. Any Confidential Information that is disclosed to Rolls-Royce may be disclosed by Rolls-Royce to any of its directors, officers, employees, agents, advisors, temporarily contracted personnel, affiliates, and subsidaries, excluding joint ventures. Licensee agrees:

1. to hold Rolls-Royce's Confidential Information in strict confidence;
2. to limit disclosure of Rolls-Royce's Confidential Information to Licensee's own employees or subcontractors having a need to know the Confidential Information for the purposes of this Agreement;
3. not to disclose any of Rolls-Royce's Confidential Information to any third party other than to subcontractors under a contract with Licensee and under a duty not to further disclose the Licensed Material and to destroy or return the Licensed Material upon completion of the contract;
4. to use Rolls-Royce's Confidential Information solely and exclusively in accordance with the terms of this Agreement in order to carry out its obligations and exercise its rights under this Agreement; and
5. to notify Rolls-Royce promptly of any unauthorized use or disclosure of Rolls-Royce's Confidential Information and to cooperate with and assist Rolls-Royce in every reasonable way to stop or minimize such unauthorized use or disclosure.

Licensee agrees that if a court of competent jurisdiction determines that Licensee has breached, or attempted or threatened to breach, its confidentiality obligations to Rolls-Royce or Rolls-Royce's proprietary rights, Rolls-Royce will be entitled to obtain appropriate injunctive relief and other measures restraining further, attempted or threatened breaches of such obligations.  Such relief or measures will be in addition to, and not in lieu of, any other rights and remedies available to Rolls-Royce.

4. PERMISSION TO COPY THE LICENSED MATERIALS; RESTRICTIONS ON USE

Licensee may copy the Licensed Materials, or electronically provide access via a local area network, i) for Licensee's own use for back-up and archival purposes and ii) for use in accordance with this Agreement.  This technical data and the information herein are the property of and proprietary to Rolls-Royce, and shall not, without prior written permission of Rolls-Royce be disclosed or duplicated in whole or in part.  This legend shall be included on any reproduction of this data in whole or in part.  Any copies that Licensee makes of the Licensed Materials or access provided to the Licensed Materials, in whole or in part, are Rolls-Royce's property.  Licensee agrees not to reverse engineer, extract or re-use any ideas, procedures nor parts descriptions from the Licensed Materials for any reason other than for the purpose specified in this Agreement.  Licensee agrees that it is not permitted to use the Licensed Materials in any way in designing, making or marketing of any component parts for any Rolls-Royce product.  For the purpose of clarity, nothing in this Section 2 will be interpreted to deny Licensee any right it may have under applicable law to reverse engineer a product or component part without the use of the Licensed Materials.  Licensee agrees to reproduce and include Rolls-Royce's copyright, trademark, and other proprietary rights notices on any copies of the Licensed Materials, including partial copies and copied materials in derivative works.

5. NO WARRANTIES

The Licensed Materials are provided "AS-IS" and without warranties of any kind, express or implied, including, but not limited to, the implied warranties of merchantability and fitness for a particular purpose, and any implied warranties arising from statute, course of dealing, course of performance or usage of trade.  Rolls-Royce will use commercially reasonable efforts to maintain the Licensed Materials as reasonably current, accurate and complete.  HOWEVER, THERE IS NO WARRANTY THAT THE LICENSED MATERIALS ARE ERROR-FREE.  Rolls-Royce's sole obligation and Licensee's sole remedy under this Section 4 is that Licensor will use commercially reasonable efforts to correct promptly any errors in the Licensed Materials which are made known to Rolls-Royce by written notice from Licensee describing such errors in sufficient detail.  Notwithstanding the foregoing, Licensor reserves the right to satisfy its obligations in full by refunding a pro rata portion of the applicable amounts paid by Licensee for the particular Licensed Materials which are in error.

6. LIMITATION OF LIABILITY

Licensee agrees that Rolls-Royce will not be liable to the Licensee for any damages whether direct, indirect, special, incidental, punitive or consequential arising out of or related to this Agreement, including without limitation, Licensee's use or inability to use the Licensed Materials, even if Rolls-Royce has been advised of possibility of such damages.  Rolls-Royce's liability arising out of or related to this Agreement and/or to the provision of the Licensed Materials to Licensee is limited to the amount of the License Fees.

The parties agree that the foregoing limitations will not be deemed to limit any liability to an extent that would not be permitted under applicable law.

7. INDEMNIFICATION

Licensee, at its expense, will indemnify, defend and hold harmless Rolls-Royce and any of its officers, directors, employees, agents, consultants and other representatives (collectively, the "Indemnified Parties") from all liabilities, costs, losses, damages and expenses (including reasonable attorneys' and experts' fees and expenses as well as interparty damages caused by Licensee or third parties) and will reimburse such fees and expenses as they are incurred, including in connection with any claim or action threatened or brought against the Indemnified Parties arising out or relating to Licensee's violation of any part of Sections 1 or 2 of this Agreement.  Rolls-Royce will promptly notify Licensee of any such claim or action and will reasonably cooperate with Licensee in the defense of such claim or action, at Licensee's expense.

8. TERMINATION

If Rolls-Royce believes that Licensee has materially failed to comply with any of the terms and conditions of this Agreement, then Rolls-Royce will have the right, without affecting any other rights and remedies Rolls-Royce may have, to terminate this Agreement immediately upon written notice to Licensee.  Either party may terminate this Agreement for any reason after thirty (30) days' written notice to the other party. If Licensee is the owner of an engine for which the Technical Publications data was provided, then this license will immediately terminate upon transfer of the ownership of that engine.  In such case, Licensee may transfer the Licensed Materials to the new owner of the engine.   Due to the high rate of technological change in Rolls-Royce's industry, the Licensed Materials will be considered outdated when a subsequent revision has been released.  Accordingly, this license will automatically terminate at that time and further use of the Licensed Material after that date is strictly prohibited. Within thirty (30) days after the expiration or termination of this Agreement for any reason, Licensee must, at Rolls-Royce's option, either deliver to Rolls-Royce or destroy the original and all copies (including partial copies) of the Licensed Materials, and any other materials provided by Rolls-Royce under this Agreement, including copied portions contained in derivative works, and certify in writing to Rolls-Royce that Licensee has fully performed its obligations under this paragraph.  Any provision of this Agreement that imposes or contemplates continuing obligations on a party will survive the expiration or termination of this Agreement, including but not limited to Section 5.

9. LAW AND DISPUTES

1. This Agreement will be governed by the laws of the State of Indiana, without regard to any provision of Indiana law that would require or permit the application of the substantive law of any other jurisdiction.  Both Rolls-Royce and Licensee agree to comply fully with all relevant export laws and regulations of the United States to ensure that no information or technical data provided pursuant to this Agreement is exported or re-exported directly or indirectly in violation of law.
2. THE PARTIES UNCONDITIONALLY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL FOR ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATING TO, DIRECTLY OR INDIRECTLY, THIS AGREEMENT, ANY OF THE RELATED DOCUMENTS, OR ANY DEALINGS BETWEEN THEM ARISING OUT OF OR RELATING TO THE SUBJECT MATTER OF THIS TRANSACTION OR ANY RELATED TRANSACTIONS.

10. GENERAL

A. Any notice or other communication required or permitted to be made or given by either party pursuant to this Agreement will be in writing, in English, and will be deemed to have been duly given:

(i)   five (5) business days after the date of mailing if sent by registered or certified U.S. mail, postage prepaid, with return receipt requested;

(ii)  when transmitted if sent by facsimile, provided a confirmation of transmission is produced by the sending machine and a copy of such facsimile is promptly sent by another means specified in this Section 9.A; or

(iii) when delivered if delivered personally or sent by express courier service.  All notices to Rolls-Royce must be sent to its address as set forth in this Agreement or at such other address as Rolls-Royce may specify in a notice given in accordance with this Section.

B. Licensee may not assign or otherwise transfer any right or obligation set forth in this Agreement without Rolls-Royce's prior written consent.  Any purported assignment in violation of the preceding sentence will be void and of no effect.  This Agreement will be binding upon the parties' permitted assigns.

C. This Agreement constitutes the entire agreement between the parties, and supersedes all other prior or contemporaneous communications between the parties (whether written or oral) relating to the subject matter of this Agreement.  This Agreement may be modified or amended solely in a writing signed by both parties.

D. The provisions of this Agreement will be deemed severable, and the unenforceability of any one or more provisions will not affect the enforceability of any other provisions.  In addition, if any provision of this Agreement, for any reason, is declared to be unenforceable, the parties will substitute an enforceable provision that, to the maximum extent possible in accordance with applicable law, preserves the original intentions and economic positions of the parties.

E. No failure or delay by either party in exercising any right, power or remedy will operate as a waiver of such right, power or remedy, and no waiver will be effective unless it is in writing and signed by the waiving party.  If either party waives any right, power or remedy, such waiver will not waive any successive or other right, power or remedy the party may have under this Agreement.

F. This Agreement does not include any professional services in connection with Rolls-Royce's provision of the Licensed Materials.  All consulting, support, training and other assistance will be provided under a separate agreement.

11. AGREEMENT

By clicking "I Agree with EULA", Licensee agrees to be bound by this Agreement.  If Licensee does not wish to abide by this Agreement, then close browser page to abort access to the Licensed Materials.