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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 Elster
<br /> AMCO Water LLC be responsible for liability arising out of the violation of any OSHA standards relating to 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, 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 in the
<br /> Software or the intellectual property contained therein in whole or in part, nor to designate the Software 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 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, 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 of
<br /> termination charges, including but not limited to, all costs identified to the order incurred 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 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) 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 /> FR722-A Issue: 01 10/23/12 DCR12-040
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