Use of Grace Images by Journalists and Press Agencies

W. R. Grace & Co.-Conn. (“Grace”) is willing to make available electronic file downloads containing one or more IMAGES that provide a glimpse at the global presence of Grace, a premier specialty chemical and materials company. However, misuse of the IMAGES by others may lead to confusion in the market place and may damage Grace in some manner. Therefore, to ensure that the IMAGES are used correctly for legitimate purposes, downloading and use of these IMAGE files is conditioned upon acceptance of the following license:

By downloading one or more IMAGES available on this site you agree to the following terms:

If you are downloading one or more IMAGES from this web site on behalf of your employer, the terms and conditions recited herein apply to your employer as a Licensee as well as to you as a representative of your employer. Should you cease working for your employer, you will no longer be entitled to use the IMAGE(S), but your employer will continue to be the license holder. If you have no employer, the terms and conditions of recited herein refer to you the user as Licensee.

The term IMAGE shall mean any still image, film or video footage, audio product, visual representation generated optically, electronically, digitally or by any other means, including any negatives, transparencies, film imprints, prints and original digital files.

1. Subject to all the terms listed below, Grace grants to Licensee, a limited, non-exclusive right to download certain IMAGES made available by Grace for the purpose of identifying Grace in connection with legitimate news reporting by Licensee and its journalists in traditional print media, on television and on the Web (“News Reporting”). As Licensee you warrant that you are a journalist or work for a news agency. Licensee will not use the IMAGES for any purpose or activity other than those expressly stated above, and will never use the IMAGES on or in connection with advertising, marketing, promoting or distributing goods or services, including books. The forgoing license does not include any rights or license to use any name or mark included in the IMAGES.

2. Licensee will not alter or modify the IMAGES, their files, any names or marks in the IMAGES of Grace or its related entities, or combine the IMAGES with other marks, names, images or text.

3. Licensee will not transfer or permit to be transferred copies of the downloaded IMAGES to anyone other than Licensee.

4. Licensee will not make any use of the IMAGES of Grace or its related entities in a manner that will damage Grace or its related companies and that does not create a sense of endorsement or sponsorship by, or false association with Grace.

5. Licensee may not place the IMAGE online in a downloadable format, post the IMAGE on any electronic bulletin board or online service, or use the IMAGE in a web site at a resolution higher than 72 dpi. For example, the IMAGE may be used as part of a web site design, but it must not be downloadable separately or stored in any way for re-use by web site users.

6. Licensee may not include the IMAGE in any template or application, whether web-based or not, with the purpose to create multiple impressions of a product. This includes, for instance, e-cards, business cards or any other electronic or printed matter.

7. Licensee may not use the IMAGE for commercial products (for example calendars, T-Shirts).

8. Licensee may not rent, lease, sublicense, give, lend, further distribute or grant any rights to the IMAGE, or any compilation or derivative work containing the IMAGE, to any third party without prior written consent of Licensor.

9. Any use of Grace IMAGES that does not comply with the terms of this license is strictly prohibited and will result in immediate termination of this license without notice, and misuse could result in legal action against you. Upon termination of the license, Licensee will immediately cease all use of Grace Images and any files derived from them, and where practicable withdraw and destroy any materials in which the IMAGES have been used.

10. This license is personal to Licensee, and may not be assigned, sublicensed or transferred by Licensee. This license will be interpreted according to the laws of the state of Maryland and the United States, as a contract made and performed within the State of Maryland.

11. GRACE DISCLAIMS ALL WARRANTIES, EXPRESS AND IMPLIED, REGARDING THE IMAGES. LICENSEE WILL INDEMNIFY AND HOLD HARMLESS GRACE, ITS RELATED ENTITIES, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES AND REPRESENTATIVES, FROM ALL LIABILITY, CLAIMS, LOSSES, AND COSTS ARISING FROM OR CAUSED BY LICENSEE’S USE OF THE IMAGES.

The IMAGES may be downloaded by clicking on the “I Accept” button to agree to the terms and conditions of this license, then clicking on the “Download Image” button. Your download will then begin momentarily.

By accepting this license, you, the person downloading the IMAGES, warrant that you have read the terms and conditions of the license, that the IMAGES are being downloaded solely for purposes of using them as permitted by this license for news reporting, and that you are authorized to accept this license on behalf of the Licensee. If you do not agree to the foregoing license, including all of its terms and conditions, you are prohibited from downloading any IMAGES from this web site.