  
                  DEPARTMENT OF NATURAL RESOURCES
  
                         GEOMATICS CANADA
  
                 AGREEMENT FOR THE USE OF THE NTv2
  
  
  THIS is a legal Agreement between you, the "End-User" and HER
  MAJESTY THE QUEEN IN RIGHT OF CANADA ("Canada"), represented
  by the Minister of Natural Resources.  BY OPENING THE PACKAGE
  CONTAINING THE CD-ROM DELIVERED WITH THIS AGREEMENT, YOU ARE
  AGREEING TO BE BOUND BY THE TERMS OF THIS AGREEMENT.  IF YOU
  DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, PROMPTLY RETURN
  THE PACKAGE AND ANY ACCOMPANYING ITEMS (including written
  materials) TO THE PLACE YOU OBTAINED THEM FOR A FULL REFUND.
  
  WHEREAS Canada is the owner of the proprietary rights in the
  NTv2 data and software package or any subset thereof
  ("NTv2") and delivered with this Agreement;
  
  WHEREAS the End-User wishes to obtain the right to use the
  NTv2;
  
  AND WHEREAS Canada is prepared to license to the End-User the
  right to use the NTv2 for the End-User's own internal use
  subject to the terms and conditions hereinafter set forth;
  
  NOW, THEREFORE, Canada and the End-User for valuable
  consideration, the receipt and sufficiency of which is hereby
  acknowledged by the parties, covenant and agree as follows:
  
  1. The End-User acknowledges that the NTv2 is protected under
  the Copyright Act of Canada and belongs to Natural Resources
  Canada.
  
  2. The NTv2 is licensed, not sold, to the End-User for use
  subject to the terms and conditions of this Agreement.  The
  End-User owns the CD-ROM on which the NTv2 is recorded, but
  Canada retains all ownership interests in the NTv2.
  
  3. The End-User shall use the NTv2 only on a single computer.
  The End-User must obtain a supplementary licence from Canada
  before using the NTv2 in connection with systems, multiple
  central processing units, computer networks, or emulations on
  a mainframe or minicomputer.
  
  4. The End-User may make one (1) copy of the NTv2 for the
  purpose of backup only, which may not be used except in the
  event that the primary copy is damaged, destroyed or lost.
  The End-User shall reproduce on the backup copy the copyright
  notice appearing on the CD-ROM on which the NTv2 is recorded.
  
  5. Except as provided in Article 4 above, the End-User shall
  not duplicate or reproduce the NTv2, in whole or in part, in
  any form or format whatsoever without the prior written
  consent of Canada.
  
  6. The End-User shall not sell, loan, lease, distribute,
  transfer or sublicense the NTv2 or otherwise assign any rights
  under this Agreement to any third party without the prior
  written consent of Canada.
  
  7. If the End-User wishes to make any other copies of the NTv2
  for internal use, written authorization for such copies must
  be obtained from Canada prior to any copies being made and a
  royalty fee will be charged for each additional copy of the
  NTv2 made by the End-User.
  
  8. If the End-User wishes to produce a product for retailing
  or other purposes using the NTv2 supplied by Her Majesty, a
  licensing agreement will be required and may be negotiated
  with Natural Resources Canada to authorize the development
  and/or sale of such a product.
  
  9. The NTv2 is provided on an "as is" basis and Canada makes
  no guarantees, representations or warranties respecting the
  NTv2, either expressed or implied, arising by law or
  otherwise, including but not limited to, effectiveness,
  completeness, accuracy or fitness for a particular purpose.
  
  10. Canada shall not be liable in respect of any claim, demand
  or action, irrespective of the nature of the cause of the
  claim, demand or action alleging any loss, injury or damages,
  direct or indirect, which may result from the End-User's use
  or possession of the NTv2 or in any way relating to this
  Agreement.  Canada shall not be liable in any way for loss of
  profits or contracts, or any other consequential loss of any
  kind resulting from the End-User's use or possession of the
  NTv2 or in any way attributable to this Agreement.
  
  11. The End-User shall indemnify and save harmless Canada and
  its Ministers from and against any claim, demand or action,
  irrespective of the nature of the cause of the claim, demand
  or action, alleging loss, costs, expenses, damages or injuries
  (including injuries resulting in death) arising out of the End-
  User's use or possession of the NTv2 or in any way relating to
  this Agreement.
  
  12. This Agreement shall be interpreted in accordance with the
  laws in force in the Province of Ontario, Canada.
  
