Hanley Co Electronic File Agreement


  1. The transfer of Data is not and shall not be deemed as a sale. The Data are instruments of service by the Architect/Engineer/Contractor who makes no representations or warranties, expressed or implied, of its merchantability, or fitness for a particular purpose or with respect to its quality, adequacy, completeness or sufficiency, or any results to be or intended to be achieved as to its use. As instruments of service, the Data shall remain the property as the noted Architect/Engineer/Contractor even if the Project is not completed. The Architect/Engineer/Contractor and consultants shall be deemed the author(s) of the Data and shall retain all proprietary rights, including copyrights embodied therein.

  1. C.A.D.D. FILES: Data that is provided with a referenced C.A.D. explanatory paragraph, the C.A.D. explanatory paragraph shall not be removed or altered by the Subcontractor or any other entity. This explanatory paragraph on each C.A.D drawing states: “CADD/electronic data can be altered (1) through deterioration, (2) because of differences in the software used to read the information, or (3) through intentional changes to the information. CADD/electronic data are created by the Architect solely for the purpose of satisfying the Agreement between Client and Architect. It is the Architect’s strict policy to transfer CADD/electronic data only to Client’s Structural and MEP Engineers upon request, and these data are not intended for Client’s use and/or possession. Client acknowledges that all electronic data and drawings transferred to Client’s Engineers are subject to copyright laws. Client further acknowledges that the transfer of electronic data by Architect to Client’s Engineers is a service provided as a courtesy to them, to aid and facilitate that work of Client’s Engineers. Any change and/or manipulation of the electronic data in conflict with Architect’s contract Documents on the part of the Client’s Engineers or any other third party without the direct written consent of Architect is prohibited. Client agrees to notify Client’s Engineers of the provisions of this Section of the Agreement.”

  1. Subcontractor/Supplier/Service Company use of the Data is limited to use “for reference only”. Subcontractor/Supplier/Service Company agrees that the Data shall not be used for any other purpose.

  1. Subcontractor/Supplier/Service Company acknowledges that anomalies and errors can be introduced into the Data when it is transferred or used in an incompatible computer environment. Further, Subcontractor/Supplier/Service Company acknowledges and solely accepts the risks associated with and/or the responsibility for any damages to hardware, software or computer systems or networks related to any use of the Data. The Data is being furnished “as is”. Subcontractor/Supplier/Service Company hereby releases the Architect/Engineer/Contractor from any damages or losses of any kind, including, but not limited to damages or losses to property or persons, including injuries or death, or economic losses, or any consequential, special, indirect or incidental damages, resulting from the transfer or use of the Data, except for damages or losses caused by Architect’s/Engineer’s/Contractor’s sole negligence.

  1. Subcontractor/Supplier/Service Company is responsible for modifying its computer system to properly use the Data. Subcontractor/Supplier/Service Company acknowledges that Project, as built, may vary from the Data transferred to the Contractor. The Architect/Engineer/Contractor shall have no duty to modify or update the Data and the Architect/Engineer/Contractor reserves the right to retain an archival copy of the Data delivered to the Subcontractor/Supplier/Service Company which shall be referred to and shall be conclusive proof and govern in all disputes over the form or content of the Data furnished to Contractor, Subcontractor, Supplier or Service Company.

  1. Subcontractor/Supplier/Service Company agrees to indemnify, defend and hold the Architect/Engineer/Contractor, its officers, directors, shareholders, employees, agents and consultants harmless from and against all claims, liabilities, suits, demands, losses, damages, costs and expenses, including, but not limited to, reasonable attorney’s fees and all legal expenses and fees incurred through appeal, and all interest thereon, accruing to or resulting from any and all persons, firms or any other legal entities on account of any damages or losses to property or persons, including but no limited to, injuries or death, or economic losses arising out of the use, reuse or modification of the Data, except where the Architect/Engineer/Contractor is found to be solely liable as between the parties hereto as well as between any other persons, firms or legal entities for such damages or losses by a court or forum of competent jurisdiction.

  1. Subcontractor/Supplier/Service Company will not transfer the Data or any copy of the Data in any form to its subcontractors, consultants or to any other third party without the prior written consent of the Architect/Engineer/Contactor. If the Subcontractor/Supplier/Service Company fails to perform or observe any of the Architect/Engineer/Contractor may demand and the Subcontractor/Supplier/Service Company shall immediately return the Data and any copies thereof.

  1. California law shall govern this Agreement.

  1. Should any legal proceeding be commenced between the parties to this Agreement seeking to enforce any of it provisions, the prevailing party in such a proceeding shall be entitled, in addition to such other relief as may be granted, to a reasonable sum for attorney’s fees which shall be determined by the court or forum in such a proceeding or in a separate action brought for that purpose.


Accepting this Agreement indicates Subcontractor’s, Supplier’s or Service Company’s agreement to the terms and conditions stated above. Unless otherwise explicitly agreed to in writing by both parties, this Agreement shall govern any and all future transfers or use of CAD data files, if any to the Subcontractor, Supplier or Service Company.


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