Copyright 2003 - 2009 Intergraph Corporation

All Rights Reserved

This License Agreement is Licensee’s proof of license. Please treat it as valuable property.

IF THE LICENSEE HAS A VALID SIGNED LICENSE WITH PP&M, THEN THAT WRITTEN LICENSE SHALL TAKE
PRECEDENCE AND GOVERN THE USE OF THIS SOFTWARE.
This Agreement does not apply to Site licensing, e.g., SmartPlant Enterprise for Owner/Operators Site License and SmartPlant
Foundation Site License for Owner/Operators. Site licensing is governed by separate written agreement.

Software License Agreement and Limited Product Warranty for Process, Power & Marine
(“PP&M”) Software Products
Licensee should carefully read the following terms and conditions before installing this Software Product. This Software License
Agreement is a legal agreement between the Licensee (either an individual or a single entity) and Intergraph Corporation, doing business
as Process, Power & Marine (hereinafter referred to as “PP&M”) for the PP&M Software Product with which this Software License
Agreement is delivered. By installing, copying, downloading, accessing or otherwise using the Software Product, Licensee agrees to be
bound by the terms of this Software License Agreement (“Agreement”). If Licensee does not agree with these terms, Licensee should
promptly return this media package for a full refund.

LICENSE AND LIMITED WARRANTY

PP&M provides this Software Product and licenses it to Licensee strictly for Licensee’s internal use and strictly in accordance with this
Agreement. Licensee assumes responsibility for the selection of this Software Product to achieve Licensee’s intended results and for the
installation, use, and results obtained from this Software Product. This Software Product is a proprietary product of PP&M and relevant
third parties and is protected by copyright laws and international treaty. Title to this Software Product, or any copy, modification, or
merged portion of this Software Product shall at all times remain with PP&M and such third parties. The Software Product is licensed, not
sold. Any loading, use, or operation of the Software Product, other than as specified herein, is unauthorized and in violation of applicable
copyright law and international treaty.

Definitions
a. Documentation shall mean, whether in electronic or printed form, User's Guides, Installation Guides, Reference Guides,
Administrator's Guides, Customization Guides, Programmer's Guides, Configuration Guides and Help Guides delivered with a
particular Software Product supplied by PP&M to Licensee. Not all of the previous types of Documentation are delivered with each
Software Product supplied by PP&M.
b. Key shall mean an authorization code issued from PP&M to permit one licensed user to operate on the LAN. Each licensed user
requires a separate Key.
c. LAN shall mean a Local Area Network utilizing Ethernet, wireless, fiber optic, or any other enabling technology. For the purposes of
software licensing, a LAN is the portion of the network which exists within a radius of five (5) miles (8 kilometers) of the software
license server.
d. Licensee shall mean the individual or organization to whom this license has been granted by PP&M.
e. PDA shall mean Personal Digital Assistant.
f. Site shall mean a consolidated LAN that receives delivery of the Keys for associated LANs within a five (5) mile radius of the
consolidated LAN.
g. SmartPlant License Manager (SPLM) shall mean the client/licensing machine software that manages and tracks the concurrent use
of application Software Product licenses for certain PP&M Software Products.
h. Software Product includes computer software and all of the contents of the files, disks(s), CD-ROM(s) or other media with which this
Software License Agreement is provided, including any templates, data, printed materials, and “online” or electronic Documentation,
all copies, and any upgrades, modified versions, and updates (which will be provided if the Software Product is covered under a
current Software Maintenance Service Contract) of the Software Product.

i Thin-Client shall mean computing technology which enables remote operation of software via screen terminals, computers acting as
screen terminals, handheld devices, or other hardware devices which do not require software or software licenses to be resident on
the device in order for it to be accessed and used by a User.
j. User shall mean the Licensee and its duly authorized employees.
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k. WAN shall mean a Wide Area Network utilizing Ethernet, wireless, fiber optic or any other enabling technology. WAN shall also
include Virtual Private Network (VPN) technologies. For the purposes of software licensing, a WAN is the portion of the network
which exists beyond five (5) miles (8 kilometers) of the software license server.

License Grant. This Agreement grants Licensee one of the following non-exclusive and non-assignable licenses. The Software
Product that Licensee purchased will designate the type of license granted.
a. “Concurrent-use software” is designated by CU in the product description. Each license for CU software permits a single concurrent
use on the specified type of workstation and operating system. If Licensee has multiple licenses for the Software Product, then at
any time Licensee may have as many copies of the Software Product in use as Licensee has licenses. Unless otherwise specified,
the license is restricted to a LAN. There is a single use of CU software when it is loaded into memory for execution or when it is
stored on hard disk, or both, on a single workstation. A copy stored on hard disk on a network server for the sole purpose of
execution by network workstations is not in use on the network server. If the anticipated number of Users of the Software Product
will exceed the number of applicable licenses, then Licensee must have a reasonable mechanism or process in place to assure that
the number of persons using the Software Product concurrently does not exceed the number of licenses.
b. “Standard Concurrent-use software” is designated by CS in the product description. Each license of CS software permits either (1)
unlimited (24 hrs/day) desktop use OR (2) remote application server or portal server use up to 12 hours/day. CS software cannot be
used on both a single workstation and on a remote application server or portal server. An ”Extended Concurrent-use” (CX) license is
required for use on both a single workstation and on a remote application server or portal server. Each license for CS software
permits a single concurrent use on the specified type of workstation and operating system. If Licensee has multiple licenses for the
Software Product, then at any time Licensee may have as many copies of the Software Product in use as Licensee has licenses.
There is a single use of CS software when it is loaded into memory for execution or when it is stored on hard disk, or both on a single
workstation. A copy stored on hard disk on a network server for the sole purpose of execution by network workstations is not in use
on the network server. If the anticipated number of Users of the Software Product will exceed the number of applicable licenses,
then Licensee must have a reasonable mechanism or process in place to assure that the number of persons using the Software
Product concurrently does not exceed the number of licenses.
c. “Extended Concurrent-use software” is designated by CX in the product description. Each license of CX software permits (1)
unlimited remote application server or portal server use (24 hours/day) OR (2) any combination of single workstation use and remote
application server or portal server use. Each license for CX software permits a single concurrent use on the specified type of
workstation and operating system. If Licensee has multiple licenses for the Software Product, then at any time Licensee may have
as many copies of the Software Product in use as Licensee has licenses. There is a single use of CX software when it is loaded into
memory for execution or when it is stored on hard disk, or both, on a single workstation. A copy stored on hard disk on a network
server for the sole purpose of execution by network workstations is not in use on the network server. If the anticipated number of
Users of the Software Product will exceed the number of applicable licenses, then Licensee must have a reasonable mechanism or
process in place to assure that the number of persons using the Software Product concurrently does not exceed the number of
licenses.
d. “Concurrent-use WEB Access software” is designated by CW in the product description. Each license for CW software permits a
single concurrent use on the specified type of workstation and operating system. If Licensee has multiple licenses for the Software
Product, then at any time Licensee may concurrently use as many copies of the Software Product as Licensee has licenses. Unless
otherwise specified, the license can be utilized over a LAN, WAN or standalone workstation. A single use of CW software is defined
when the Software Product is loaded into memory for execution on a single workstation, regardless of whether said use is accessed
from the network server or from the workstation hard drive. The copy of the Software Product stored on the hard drive of a network
server for the sole purpose of execution by network workstations is not deemed as an “in use” copy of the licensed Software Product.
If the anticipated number of Users of the Software Product will exceed the number of applicable licenses, then Licensee must have a
reasonable mechanism or process in place to assure that the number of persons using the Software Product concurrently does not
exceed the number of licenses.
e. “Server software” is designated by VR in the product description. Each license for VR software permits a single copy of VR software
to be stored on hard disk and loaded for execution on the specified type of network server and operating system. Each license for
VR software permits a designated number of Users to simultaneously access the Software Product on the network server. It is the
responsibility of the Licensee to assure that no more than the licensed number of Users access the VR software simultaneously at
any one time.
f. “Single-use software” is designated by SU in the product description. Each license for SU software permits a single copy to be
stored on hard disk and loaded for execution on a single designated workstation and operating system. It is the responsibility of the
Licensee to assure that SU software is not moved to a second workstation until it has been completely removed from the first
workstation.
g. “Right-to-run license” grant is designated by CN in the product description for concurrent-use software, SN for single-use software,
and VN for server software, where N is a number indicating the number of Right-to-run licenses granted. Each Right-to-run license
permits the Licensee to make one additional licensed use of the CU, SU, or VR Software Product separately licensed, under all the
terms of this License Agreement. In addition, Licensee is permitted to make up to N additional copies of the CU or SU Software
Product as may be necessary for such additional licensed use within the same Site. Unless otherwise specified, the license is
restricted to a LAN.

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h. “Named User software” is designated by NU in the product description. A Named User is defined as a individual employed by the
Licensee who is authorized by the Licensee to use the Software Product and associated Software Product programs on the
designated system under the terms of the License Agreement, regardless of whether the individual is actively using the Software
Product programs at any given time. The number of Named Users is determined by simply counting the number of people who will
have access to the Software Products. Three categories of Named Users are available:
(i) Author - A full function User able to access all system capabilities including the baselining of information;
(ii) Editor - A full function User able to access all system capabilities except the baselining of information;
(iii) Consumer - A limited function User able to access only query, mark-up, printing, and viewing capabilities.
i. Home Use. If CU, CS, CX, SU, CN, or SN software is permanently stored on the hard disk of a workstation and one person uses
that workstation more than eighty percent (80%) of the time it is in use, then that person may also use the Software Product either on
a portable computer or on a home computer.
j. If this Software Product is purchased as an upgrade or provided as an update to a previous version of licensed software, this
Software Product may be used only to replace the previous version, and no additional license is granted. This Software Product and
the previous version may not be separately used or transferred to a third party.
k. For the continued use of some Software Products it may be necessary for Licensee to reregister and obtain new license Keys from
time to time.

The language in Sections a-k above shall apply except for the license of the token version of SmartPlant Foundation software.
The token version of SmartPlant Foundation software is licensed as follows:

a. Token-based applications are licensed as "Server Software." Each license for Server Software permits a single copy of Server
Software to be stored on hard disk and loaded for execution on the specified type of network server and operating system. Token-
based applications may require the installation of client-based software on local user nodes (e.g., personal computers, workstations,
etc.). Such client-based software may be installed on an unlimited number of user nodes. Access to the SmartPlant Foundation
token-based application through these user nodes will require the following access mechanism:
(i) A "Daily Token" is an access mechanism that allows up to twelve (12) hours of continuous access (clock time) to the Server
Software after which time another Daily Token will be required. Daily tokens are used as an access mechanism in the purchase
model.
b. If this Software Product is purchased as an upgrade or provided as an update to a previous version of licensed software, this
Software Product may be used only to replace the previous version, and no additional license is granted. This Software Product and
the previous version may not be separately used or transferred to a third party.

Licensee and Users may:

1. Copy this Software Product into any machine-readable or printed form solely for backup purposes in support of Licensee’s licensed
use of the Software Product;
2. Modify this Software Product and/or merge it into another software program for licensed use (any portion of this Software Product
merged into another software program will continue to be subject to the terms and conditions of this Agreement);
3. Transfer this Software Product and license within Licensee’s Company (intra-company transfer) as set forth in the PP&M Software
Transfer Policy. A copy of the PP&M Software Transfer Policy is available upon request. If Licensee does transfer a seat or seats of
this Software Product, Licensee must at the same time either transfer all copies, modifications, or merged portions of the seat(s)
being transferred, in whatever form, to the same party, or Licensee must destroy those not transferred. "Company" includes
Licensee’s own company or a company or organization in which the transferring entity owns a fifty percent (50%) or greater interest.
4. Use the Software Product only in accordance with PP&M’s education policy in those cases where an education license has been
granted. This policy is available on request.

5. Install SPLM client on a virtual system.

Licensee must reproduce and include the copyright notice on any copy, modification, or portion of this Software Product merged into
another software program.

Licensee and Users may not:

1. Transfer this Software Product and license to another company or entity (inter-company transfer). If Licensee does transfer
possession of any copy, modification, or merged portion of the Software Product to another party except as expressly provided
herein, the license is automatically terminated.
2. reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, underlying user interface techniques or
algorithms of the Software Product by any means whatsoever, directly or indirectly, or disclose any of the foregoing, except to the
extent Licensee may be expressly permitted to decompile under applicable law in the European Union, in order to achieve necessary
operability of the Software Product with another software program, and Licensee has first requested PP&M to provide the information
necessary to achieve such operability and PP&M has not made such information available. PP&M has the right to impose
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 reasonable conditions and to request a reasonable fee before providing such information. Any information supplied by PP&M or
obtained by Licensee, as permitted hereunder, may only be used by Licensee for the purpose described herein and may not be
disclosed to any third party or used to create any software which is substantially similar to the expression of the Software Product.
Requests for information from Users in the European Union with respect to interoperability should be directed to the Services group
for the local PP&M office or write Process, Power & Marine, 300 Intergraph Way, Madison, AL 35758..
3. Use, copy, modify, sell, or transfer this Software Product, or any copy, modification, or merged portion, in whole or in part, except as
expressly provided for in this Agreement.
4. Circumvent the licensing, Keys, files, and/or policy.

5. Install SPLM license Keys on a virtualized system. This restriction is comprehensive and applies to hardware virtualization,
operating system virtualization, and application virtualization platforms; in both complete and partial virtualization solutions.

6. Access this Software Product using Thin Client technology (Citrix, Microsoft Terminal Server, wireless PDAs like PalmPilots, etc.)
from a remote application server or portal server without purchasing CS, CX, or CW licenses from PP&M.
7. Install this license on a WAN unless otherwise permitted in writing by PP&M or unless special WAN licenses are being used.

For SmartPlant Foundation licenses, only the prohibitions of 1-5 above shall apply.

AUDIT

PP&M shall have the right, during Licensee’s normal business hours, to audit the Licensee’s use of the licensed Software Product and
Licensee's compliance with the provisions of this Agreement. PP&M must give Licensee thirty (30) days advance written notice prior to an
audit. The right of audit shall be limited to once per calendar year. Prior to the start of an audit, PP&M’s personnel will sign a non-
disclosure agreement to be provided by Licensee. During the audit, PP&M's personnel will be provided reasonable access to both
Licensee's records and personnel. The cost of the audit shall be paid by PP&M unless the results of the audit indicate that Licensee has
underpaid fees to PP&M, in which case, the Licensee agrees to promptly pay PP&M such fees at the price previously agreed to for such
licensed Software Product and further agrees to bear all costs associated with the audit.

DOCUMENTATION

PP&M provides standard online Documentation with purchased Software Products. Licensee has the right to print online Documentation
as needed for Licensee’s internal purposes.

TERM
The license is effective until terminated. Licensee may terminate it at any time by destroying this Software Product together with all
copies, modifications, and merged portions in any form. It will also terminate upon conditions set forth elsewhere in this Agreement or
upon (i) Licensee’s failure to comply with any term or condition of this Agreement, (ii) any unauthorized transfer of possession of the
licensed Software Product or any copy, derivative incorporation thereof, (iii) circumvention of the Software Product protection device, if
any exists, or this Agreement, or (iv) if Licensee fails to pay the appropriate license fee(s). Upon termination of this Agreement, Licensee
agrees to return to PP&M or destroy this Software Product together with all copies, modifications, and merged portions in any form.

PP&M’S WARRANTIES AND LICENSEE’S REMEDIES

Performance Warranty. Except for any reference data contained in the Software Product, PP&M warrants for a period of thirty (30)
calendar days from the date of shipment, or date of completion of the site acceptance test, if applicable, that the Software Product shall
perform substantially in accordance with the Documentation supplied with the particular software. Reference data is provided “as is” and
without any warranties whatsoever.
Software Media Warranty. PP&M warrants for a period of thirty (30) calendar days from the date of shipment, or date of completion of
the site acceptance test, if applicable, that, under normal use, software delivery media will be free of defects in material and
workmanship.
PP&M DOES NOT WARRANT THAT ANY PP&M SOFTWARE PRODUCT WILL MEET LICENSEE’S REQUIREMENTS, AND UNDER
NO CIRCUMSTANCES DOES PP&M WARRANT THAT ANY PP&M SOFTWARE PRODUCT WILL OPERATE UNINTERRUPTED OR
ERROR FREE.
PP&M warrants and represents that it has the right to grant this license.
The foregoing warranties are void if failure of a warranted item results, directly or indirectly, from an unauthorized modification to a
warranted item; an unauthorized attempt to repair a warranted item; or misuse of a warranted item, including without limitation use of
warranted item under abnormal operating conditions or without routinely maintaining a warranted item. Licensee agrees to promptly notify
PP&M of any suspected defects in software delivery media or this Software Product.

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IF UNDER THE LAW RULED APPLICABLE TO THIS AGREEMENT A GREATER WARRANTY IS MANDATED, THEN PP&M
WARRANTS THE SOFTWARE PRODUCT TO THE MINIMUM EXTENT REQUIRED BY SAID LAW.

PP&M’s entire liability and Licensee’s exclusive remedy shall be, in PP&M’s sole and absolute discretion, either (i) the repair or
replacement of any warranted item which does not meet the respective warranties given above, or (ii) a refund of the purchase price of
the warranted item.
THE ABOVE WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, AND REPRESENT THE FULL
AND TOTAL OBLIGATION AND/OR LIABILITY OF PP&M.

DISCLAIMER OF WARRANTIES
EXCEPT AS PROVIDED HEREIN, PP&M MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE SOFTWARE
PRODUCT, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE.

IF UNDER THE LAW RULED APPLICABLE TO THIS AGREEMENT ANY PART OF THE ABOVE DISCLAIMER OF EXPRESSED OR
IMPLIED WARRANTIES IS INVALID, THEN PP&M DISCLAIMS EXPRESS OR IMPLIED WARRANTIES TO THE MAXIMUM EXTENT
ALLOWED BY SAID LAW.

LIMITATION OF DAMAGES
IN NO EVENT WILL PP&M BE LIABLE FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL INCIDENTAL, SPECIAL, OR PUNITIVE
DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF USE OR PRODUCTION, LOSS OF REVENUE OR PROFIT, LOSS OF
DATA, OR CLAIMS OF THIRD PARTIES, EVEN IF PP&M HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
UNDER NO CIRCUMSTANCES SHALL PP&M’S LIABILITY UNDER THIS AGREEMENT EXCEED THE AMOUNT THAT PP&M HAS
BEEN PAID BY LICENSEE UNDER THIS AGREEMENT AT THE TIME THE CLAIM IS MADE. EXCEPT WHERE PROHIBITED BY
APPLICABLE LAW, NO CLAIM, REGARDLESS OF FORM, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT MAY
BE BROUGHT BY LICENSEE MORE THAN TWO (2) YEARS AFTER THE EVENT GIVING RISE TO THE CAUSE OF ACTION HAS
OCCURRED.
IF UNDER THE LAW RULED APPLICABLE TO THIS AGREEMENT ANY PART OF THIS SECTION IS INVALID, THEN PP&M LIMITS
ITS LIABILITY TO THE MAXIMUM EXTENT ALLOWED BY SAID LAW.

EXPORT CONTROLS
PP&M’s Software Products and any third-party Software Products obtained from PP&M, its subsidiaries, or distributors (including any
Documentation or technical data related to these products) are subject to the export control laws and regulations of the United States.
Diversion contrary to U.S. law is prohibited. These Software Products, and the direct product thereof, must not be exported or re-
exported, directly or indirectly (including via remote access) under the following circumstances:
a. To Cuba, Iran, North Korea, Sudan, or Syria, or any national of these countries.
b. To any person or entity listed on any U.S. government denial list, including but not limited to, the U.S. Department of Commerce
Denied Persons, Entities, and Unverified Lists, www.bis.doc.gov, the U.S. Department of Treasury Specially Designated
Nationals List, www.treas.gov/offices/enforcement/ofac/, and the U.S. Department of State Debarred List,
http://www.pmddtc.state.gov/debar059.htm.
c. To any entity when Licensee knows, or has reason to know, the end use of the Software Product is related to the design,
development, production, or use of missiles, chemical, biological, or nuclear weapons, or other un-safeguarded or sensitive
nuclear uses.
d. To any entity when Licensee knows, or has reason to know, that an illegal reshipment will take place.

Any questions regarding export or re-export of these Software Products should be addressed to Intergraph Corporation’s Export
Compliance Department, Huntsville, Alabama 35894, USA.

Licensee shall hold harmless and indemnify PP&M for any costs and or damages resulting to PP&M from a breach of this Article by
Licensee.

GENERAL
If this Software Product is acquired directly or indirectly on behalf of a unit or agency of the United States Government, this provision
applies. For civilian agencies: This Software Product was developed at private expense and is “restricted computer software” submitted
with restricted rights in accordance with subparagraphs (a) through (d) of the Commercial Computer Software - Restricted Rights clause
at 52.227-19 of the Federal Acquisition Regulations (“FAR”) and its successors, and is unpublished and all rights are reserved under the
copyright laws of the United States. For units of the Department of Defense ("DoD"): This Software Product is "commercial computer
software" as defined at DFARS 252.227-7014 and the rights of the Government are as specified at DFARS 227.7202-3.
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Any attempt to sublicense, assign, or transfer the license or the Software Product except as expressly provided in this Agreement is void.
Whenever possible, each provision of this Agreement and each related document shall be interpreted in such a manner as to be effective
and valid under applicable law. However, if any provision of this Agreement or any related document shall be prohibited by or invalid
under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity without invalidating the
remainder of such provision or the remaining provisions of this Agreement or such related document.
This Agreement will be governed by the laws of the State of Alabama. Jurisdiction and venue for any dispute arising from this Agreement
or relating to the Software Product shall be in the United States District Court for the Northern District of Alabama, Northeastern Division,
or the Circuit Court for Madison County, Alabama. The parties waive the application of the United Nations Commission on International
Trade Law and United Nations Convention on Contracts for the International Sale of Goods as to the interpretation or enforcement of this
Agreement.

Licensee agrees that it will hold all parts of the Software Product and Documentation in confidence and will not sell, transfer, loan or
make disclosure of the Software Product to any of its partners and third parties, unless specifically provided for in this Agreement.

Should Licensee have any questions concerning this Agreement, Licensee may contact the local PP&M office or write Process, Power &
Marine, 300 Intergraph Way, Madison, AL 35758.

SUPPORT SERVICES
Maintenance of licensed Software Products may be provided at a separate charge and in accordance with PP&M’s standard
maintenance options and the then current “Software Maintenance Service Contract”, a copy of which is available upon request.
Maintenance services for reference data are not included under PP&M’s standard Software Maintenance Services Contract. A
subscription service for reference data may be available under separate agreement.

Please contact the local sales representative for information about PP&M’s current maintenance options.

UPGRADES AND UPDATES

Upgrades, when and as available, will be provided at a separate charge.
Intergraph is a registered trademark of Intergraph Corporation. Other brands and product names are trademarks of their respective
owners. PP&M is not responsible for inadvertent errors.

LICENSEE ACKNOWLEDGES THAT LICENSEE HAS READ THIS AGREEMENT, UNDERSTANDS IT, AND AGREES TO BE BOUND
BY ITS TERMS AND CONDITIONS. LICENSEE FURTHER AGREES THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT
OF THE AGREEMENT BETWEEN LICENSEE AND PP&M WHICH SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL
OR WRITTEN, AND ANY OTHER COMMUNICATIONS BETWEEN LICENSEE AND PP&M RELATING TO THE SUBJECT MATTER
OF THIS AGREEMENT.

DDCC318I0 08/08

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