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Supply Agreement — Terms and Condtions
<br />5% upon commencement of commissioning or within 180 days of delivery whichever is first – Net 30
<br />BGE retains a security interest in the Products until the balance of the Purchase Price is paid in full.
<br />XII. Intellectual Property. Buyer acknowledges and agrees that the Products purchased hereunder and designed and produced by BGE and/or
<br />BGE's fabricator may include patented processes and components created, invented and registered by other third -parties (hereinafter licensed IP) and
<br />licensed to BGE to be included in the Products supplied under this agreement to Buyer. BGE represents to Buyer that it is licensed and authorized to
<br />sub -license the licensed IP to Buyer ONLY as an integral component part of the Products. Buyer understands that it is only permitted to utilize and
<br />practice the licensed IP as an integral component of the Products supplied by BGE under this agreement. BGE shall notify the owner of all such licensed
<br />IP of identity of Buyer.
<br />XIII. Confidentiality. Except as may be required in the maintenance and use of the Products or with BGE's prior written consent, the Buyer shall
<br />not, either directly or indirectly, in whole or in part, use or disclose to any person, firm, corporation, or other entity, any of BGE's confidential information
<br />or any sub -licensed IP, which may include (but not be limited to) records, vendor lists, data, formula, documents, drawings, inventions, methods, or
<br />processes. Information about the Products that is revealed during the Term is confidential and shall be protected from disclosure.
<br />XIV. Indemnification. The Buyer shall at all times indemnify, defend, and hold harmless BGE against all claims, actions, damages, losses,
<br />liabilities, and expenses, including reasonable outside attorneys' fees, arising out of or caused by any breach of any of the representations, undertakings,
<br />or agreements made by BGE in connection with:
<br />A. Any claim of breach of any express or implied warranty or negligence or strict liability, product liability, or similar theory in connection
<br />with the production, design, sale, or use of any of the Products in accordance with the terms of the warranty provided in Section VII;
<br />B. Any claims of patent or trademark infringement, or other violation of intellectual property rights of third persons in connection with
<br />the production, design, sale, or use of any of the Products purchased by Buyer hereunder or the other intellectual property pertaining thereto
<br />in accordance with Section XIV above; and
<br />C. Any and all other claims and liabilities of every kind or character whatsoever arising out of, or related to, the installation, maintenance
<br />or use of the Products by the Buyer hereunder, unless the same result solely from BGE's or fabricator's gross negligence or knowing violation
<br />of law.
<br />Any notice or other communication provided for herein or given hereunder to a Party hereto shall be in writing and shall be given in person, by overnight
<br />courier, or by mail (registered or certified mail, postage prepaid, return -receipt requested) to the respective Parties as follows:
<br />• If to the BGE: 2321 E. 28`h Street, Suite 400, Signal Hill, California 90755; Garora@biogaseng.com
<br />• If to the Buyer: 1325 74th Ave SW, Vero Beach FL 32968; hmehta@ircgov.com (street address, city, state, zip code, email).
<br />XV. Severability. The invalidity of any portion of this Agreement will not and shall not be deemed to affect the validity of any other provision. If
<br />any provision of this Agreement is held to be invalid, the Parties agree that the remaining provisions shall be deemed to be in full force and effect as if
<br />they had been executed by both Parties subsequent to the expungement of the invalid provision.
<br />XVI. No Waiver. The failure of either Party to this Agreement to insist upon the performance of any of the terms and conditions of this Agreement,
<br />or the waiver of any breach of any of the terms and conditions of this Agreement, shall not be construed as subsequently waiving any such terms and
<br />conditions, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred.
<br />XVII. Entire Agreement. This Agreement shall constitute the entire agreement between the Parties and any prior negotiation, communication,
<br />understanding or representation of any kind preceding the date of this Agreement shall not be binding upon either Party except to the extent incorporated
<br />in this Agreement. Any modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement shall be
<br />binding only if placed in writing and signed by each Party or an authorized representative of each Party. The rights of each Party under this Agreement
<br />are personal to that Party and may not be assigned or transferred to any other person, firm, corporation, or other entity without the prior, express, and
<br />written consent of the other Party
<br />XVIII. Counterparts and Signatures. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an
<br />original, but all of which together shall constitute but one and the same instrument. Any digital, electronic or facsimile of any signature affixed hereto
<br />shall be considered valid and binding and shall be afforded the same force and legal effect as an original wet signature.
<br />XIX. Compliance with Laws. In performing under this Agreement, all applicable governmental laws, regulations, orders, and other rules of duly -
<br />constituted authority will be followed and complied with in all respects by both Parties.
<br />XXI. Governing Law. This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of Florida and Buyer
<br />hereby consents to and accepts the jurisdiction of Indian River County with respect to any and all disputes arising hereunder.
<br />WITNESS our signatures as of the day and date first above stated.
<br />Biogas Enclineering, Inc. BGE is registered with and will use the Department of Homeland Security's E -Verify system (www.e-vedfy.gov) to
<br />confirm the employment eligibility of all newly hired employees for the duration of this agreement, as required by
<br />Section 448.095, F.S. BGE is also responsible for obtaining proof of E -Verify registration and utilization for all
<br />�--� subcontractors.
<br />TERMINATION IN REGARDS TO F.S. 287.135: BGE certifies that it and those related entities of BGE as defined by
<br />($1 a,Pdfe of Officer) Florida law are not on the Scrutinized Companies that Boycott Israel List, created pursuant to s. 215.4725 of the
<br />By: G A u) M I�RO R II Florida Statutes, and are not engaged in a boycott of Israel. OWNER may terminate this Contract if CONTRACTOR,
<br />(Printed Name & Ofce) including all wholly owned subsidiaries, majority-owned subsidiaries, and parent companies that exist for the purpose
<br />�FS7-ntlawjof making profit, is found to have been placed on the Scrutinized Companies;W$fjji %"VX9pV1 List or is engaged in
<br />a boycott of Israel as set forth in section 215.4725, Florida Statutes.
<br />(Signatur Officer)
<br />By:
<br />(Printed Name & Office)
<br />EXHIBIT A Purchase Orders
<br />EXHIBIT B Drawings
<br />EXHIBIT C Accepted Price Quotes
<br />AT T: Jeffrey R. Smith, Clerk t J N RIA R COUNTY SOLID
<br />MDIAL D1 ICT
<br />By: ' 42
<br />Deputy Clerk •moi• / rPO'Bryan,Chairman
<br />APPROVED AS TO LEGAL •""APPRO}D:
<br />FORM AND SUFFICIENCY
<br />Byrom/ By: " -
<br />Dylan Reingold Paso E. Brow
<br />County Attorney I Coqhty Administrator
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