AGREEMENT

This Agreement (the “Agreement”) is made between you (the “Authorized User”) and Zachry Holdings, Inc., its subsidiaries and affiliates (collectively, “Zachry”). This Agreement covers Zachry’s logo, Unitymark, manuals, and all other Zachry proprietary brand material (collectively, the “Zachry Proprietary Materials”) usage.

Zachry hereby grants to Authorized User a revocable, nontransferable, nonexclusive right to use the Zachry Proprietary Materials subject to the following terms and conditions.

TERMS AND CONDITIONS

Restrictions: Use of the Zachry Proprietary Materials is for Zachry activities only or those activities officially sanctioned or sponsored by Zachry. Distribution of the Zachry Proprietary Materials is limited to Zachry employees who are involved in an official capacity, or to non-employees with previous written permission from an authorized Zachry representative to use the Zachry Proprietary Materials. The Zachry Proprietary Materials are not meant for publication, copying, and/or distribution to others in any form, including electronic means and methods, including, but not limited to, the Internet. Except as provided herein, you have no right whatsoever to reproduce any part of the Zachry Proprietary Materials in any form or prepare any derivative work based upon the Zachry Proprietary Materials, nor to direct others to engage in such activity. Any use of the Zachry Proprietary Materials by Authorized User under this Agreement must strictly conform to the specifications set forth in the Zachry Style Guide, which may be found at here.

Liability: Upon receiving access to the Zachry Proprietary Materials, you will be liable for any misuse, reproduction or wrongful distribution of the information contained therein. Your misuse, reproduction or wrongful distribution of the Zachry Proprietary Materials could result in disciplinary action including possible termination, civil liability, or criminal prosecution.

Termination: Zachry may terminate this Agreement upon notice to Authorized User. Upon termination Authorized User must: (i) cease all use of the Zachry Proprietary Materials; and (ii) return to Zachry or delete all originals and copies of the Zachry Proprietary Materials in his/her possession, and certify to Zachry in writing that the Authorized User has returned or deleted all such Zachry Proprietary Materials.

Representations: Authorized User represents and warrants that he/she has the necessary power and authority to enter into this Agreement and that he/she is: (i) a Zachry employee; or (ii) a non-employee who has received written permission from an authorized Zachry representative to download the Zachry Proprietary Materials.

Confidentiality: Authorized User shall hold the Zachry Proprietary Materials in strict secrecy and shall not disclose any portion of the Zachry Proprietary Materials except in accordance with the terms of this Agreement. Authorized User shall provide, upon Zachry’s request, the names and addresses of all persons and entities to whom disclosure is made in accordance with the terms of this Agreement. Authorized User shall not permit the obliteration, obscuring, or removing of any wording or other marking or legend on the Zachry Proprietary Materials.

Ownership: The Zachry Proprietary Materials are the proprietary and confidential property of Zachry and shall remain the sole and exclusive property of Zachry. Nothing herein shall create or transfer any right of ownership in the Zachry Proprietary Materials in or to Authorized User or any other party, nor shall anything herein be construed as granting Authorized User any license or other rights in any patent, trademark, or copyright in which Zachry has rights.

Disclaimer: This Agreement is for the limited purpose of setting forth the terms and conditions under which Zachry shall provide Authorized User with access to the Zachry Proprietary Materials.

Zachry makes no representation or warranty with respect to the adequacy, accuracy, completeness, or quality of the Zachry Proprietary Materials, and no commitment of any nature to enter into any commercial relationship or transaction.

Indemnity: Authorized User shall indemnify Zachry, its subsidiaries, affiliates, and subcontractors, and the employees, officers, directors, and agents of Zachry, its subsidiary and affiliate companies, and subcontractors, and hold them harmless against any claim, demand, judgment, cost, or expense arising out of or related to Authorized User’s use of the Zachry Proprietary Materials, or the fabrication or use of any product or component or service fabricated or provided in reliance on or with reference to the Zachry Proprietary Materials.

Governing Law: This Agreement shall be governed by and construed according to the laws of the State of Texas. Authorized User acknowledges that jurisdiction and venue shall be proper in any court in Bexar County, Texas, that any action pursuant to this Agreement must be brought in those courts, and that Authorized User will not take any action to contest such jurisdiction or venue.

Entire Agreement: This Agreement constitutes the entire understanding of Zachry and Authorized User with respect to the subject matter hereof, and supersedes all prior oral or written agreements or understandings between them with respect to the subject matter hereof, and shall not be amended or modified in any way except in writing duly executed by Zachry and Authorized User.

By downloading any files, you acknowledge that you have read and that you understand the Agreement, and that you agree to be bound by its terms and conditions.