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Elster AMCO Water LLC
<br /> General Terms and Conditions of Sale
<br /> Page 5 of 6
<br /> 13 . OSHA . Elster AMCO Water LLC warrants that the Equipment will comply with the relevant standards of the
<br /> Occupational Safety and Health Act of 1970 ( "OSHA" ) and the regulations promulgated thereunder as of the
<br /> date of the Proposal . Upon prompt written notice from the Purchaser of a breach of this warranty, Elster AMCO
<br /> Water LLC will replace the affected part or modify It so that it conforms to such standard or regulation . Elster
<br /> AMCO Water LLC 's obligation shall be limited to such replacement or modification . In no event shall
<br />Elster
<br /> AMCO Water LLC be responsible for liability arising out of the violation of any OSHA standards relating to
<br /> or
<br /> caused by Purchaser's design , location , operation , or maintenance of the Equipment, its use in association with
<br /> other equipment of Purchaser, or the alteration of the Equipment by any party other than Elster AMCO Water
<br /> LLC .
<br /> 14 . Software License .
<br /> (a) Elster AMCO Water LLC owns all rights in or has the right to sublicense all of the Software, if any ,
<br /> to be
<br /> delivered to Purchaser under this Agreement . As part of the sale made hereunder Purchaser hereby obtains a
<br /> limited license to use the Software, subject to the following : ( i ) The Software may be used only in
<br /> conjunction with equipment specified by Elster AMCO Water LLC ; ( ii ) The Software shall be kept strictly
<br /> confidential ; ( iii ) The Software shall not be copied , reverse engineered , or modified , ( iv ) The Purchaser's
<br /> right to use the Software shall terminate Immediately when the specified equipment is no longer used by the
<br /> Purchaser or when otherwise terminated , e . g . for breach , hereunder; and (v) the rights to use the Software
<br /> are non -exclusive and nontransferable, except with Elster AMCO Water LLC 's prior written consent .
<br /> (b) Nothing in this Agreement shall be deemed to convey to Purchaser any title to or ownership
<br /> in the
<br /> Software or the Intellectual property contained therein in whole or in part, nor to designate the Software
<br /> a
<br /> "work made for hire" under the Copyright Act, nor to confer upon any person who is not a named party to this
<br /> Agreement any right or remedy under or by reason of this Agreement. In the event of termination of
<br /> this
<br /> License, Purchaser shall immediately cease using the Software and , without retaining any copies, notes or
<br /> excerpts thereof, return to Elster AMCO Water LLC the Software and all copies thereof and shall remove all
<br /> machine readable Software from all of Purchaser's storage media .
<br /> 15 . Inventions and Information . Unless otherwise agreed in writing by Elster AMCO Water LLC and Purchaser,
<br /> all right, title and interest in any inventions, developments, improvements or modifications of or for
<br /> Equipment and Services shall remain with Elster AMCO Water LLC . Any design , manufacturing drawings or
<br /> other information submitted to the Purchaser remains the exclusive property of Elster AMCO Water LLC .
<br /> Purchaser shall not, without Elster AMCO Water LLC's prior written consent, copy or disclose such information
<br /> to a third party . Such information shall be used solely for the operation or maintenance of the Equipment and
<br /> not for any other purpose, including the duplication thereof In whole or in part.
<br /> 16 . Force Majeure , Elster AMCO Water LLC shall neither be liable for loss, damage, detention or delay nor be
<br /> deemed to be in default for failure to perform when prevented from doing so by causes beyond Its reasonable
<br /> control including but not limited to acts of war (declared or undeclared ) , Acts of God , fire,
<br /> strike, labor
<br /> difficulties, acts or omissions of any governmental authority or of Purchaser, compliance with government
<br /> regulations, insurrection or riot, embargo, delays or shortages in transportation or inability to obtain necessary
<br /> labor, materials, or manufacturing facilities from usual sources or from defects or delays In the performance of
<br /> its suppliers or subcontractors due to any of the foregoing enumerated causes . In the event of delay due to any
<br /> such cause, the date of delivery will be extended by period equal to the delay plus a reasonable time to resume
<br /> production , and the price will be adjusted to compensate Elster AMCO Water LLC for such delay .
<br /> 17 . Cancellation . Any order may be cancelled by Purchaser only upon prior written notice and payment
<br /> of
<br /> termination charges, including but not limited to, all costs identified to the order incurred
<br />prior to the
<br /> effective date of notice of termination and all expenses incurred by Elster AMCO Water LLC attributable to
<br /> the termination , plus a fixed sum of ten ( 10 ) . percent of the final total price to compensate for disruption
<br /> in
<br /> scheduling, planned production and other Indirect costs .
<br /> 18 . Termination . No termination by Purchaser for default shall be effective unless, within fifteen ( 15 )
<br /> days
<br /> after receipt by Elster AMCO Water LLC of Purchaser' s written notice specifying such default, Elster AMCO
<br /> Water LLC shall have failed to initiate and pursue with due diligence correction of such specified default.
<br /> 19 . Export Control .
<br /> (a) Purchaser represents and warrants that the Equipment and Services provided hereunder and the "direct
<br /> product thereof are intended for civil use only and will not be used , directly or indirectly, for the production
<br /> of chemical or biological weapons or of precursor chemicals for such weapons, or for any direct or indirect
<br /> nuclear end use . Purchaser agrees not to disclose, use, export or re- export, directly or indirectly, any
<br /> F!1722 -A Issue : 01 10/23/ 12 DCR12 -040
<br /> lorelster
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