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LICENSE TERMS
<br /> Licenser has developed"Licensed Technology"(as defined below)and licensee wishes to acquire a license to use the Licensed Technology.The parties hereto agree as follows:
<br /> 'a. 'Lkeased Technology"means Licensor's proprietary methods,products and systems,which are also referred to as the Fos!-Shell*Cover System for producing covers for landfills and other applications.licensed
<br /> Technology shall indede any issued patents,patent applications,or patents that may be filed and issued covering said proprietary methods,products and systems.
<br /> b. Unwind Product"means the materials and products supplied by Licensor to Licensee hereufter.Licensed Product shall be deemed part of Licensed Technology.
<br /> C. "Licensor"is UWRN Service Corporation.
<br /> d. "Lkonee"is identified as Lessee so this Agreement.
<br /> 2. Ormt of Lkene.Licensor hereby grants to Licensee a 10a4xclusive license(hereinafter"Technology license's to use Licensed Product for its intended purpose;and use Licensed Technology solely for the purpose of
<br /> using lkmsed Product.Lieasse may not sullkense the Licensed Technology.
<br /> 3. .Licensee acknowledges that Licensor is the owner of all right,title and interest in and to Licensed Technology and agrees that it shell take no actions that would contravene or diminish those rights.Licensee
<br /> shah net reverse engineer any Licensed Technology,including,without limitation,Lkensed Product.Licensee acknowledges that Licensor may seek patent protection for Licensed Technology,or parts thereof.Licensee
<br /> forNar epees net to challenge,case to be challenged,or assist others to challenge,directly or indirectly,the validity one/or enforceability of any patent applications or patents covering the Licensed Technology.
<br /> 4. R4*reeeatatiens and Warranties.Licensor makes no representations,express or implied,other than these expressly set forth in this License.Licensor makes no express or implied warranties of merchantability or
<br /> fitness for a particular purpose.
<br /> Upon acceptance of this Agreement,Licensor pants to Licensee a Technology License for use of the Iasi-Shell*Cover System for its intended purpose as described above and in Landfill Service Corporation's operation
<br /> commis,training,and other directives.
<br /> STANDARD CONDITIONS
<br /> Lesser wishes to pant and the losses wishes to acquire a lease to uttllze►osi-Shell*(over System Application Equipment utilized to apply the►osi-Shell Cover System products("Licensed Products"as defined in the above license
<br /> Terms)at a specific she.In consideration of the mutual promises set forth,the parties hereto apse as follows:
<br /> SECTION 1-Dofinhi1001 1.1 "1'means the area or site where the Application Egulpnroat will be used,as described on page one of this agreement.
<br /> 1.2"AoaNcatian Eaalansent"moms the equipment necessary to bleed,store bulk ingredients,and apply the licensed Products,inducing,but net limited is,an LSC Posi-Shell Applicator and LSC Horizontal Silo.
<br /> SECTION 2-Applfatfo i Equipment 2.1 The Lesser leases to the lessee and the Lessee hereby leases and hires from the Lessor the Application Equipment.
<br /> 2.2 igEggg.The term of this Agreement respecting the Application Equipment eommoeces on the dote said Items of Equipment arrive at the Territory.The duration is as specified on pogo one of this agreement.
<br /> 2.3 fig. The fee for the Application Equipment shall be the amount defined an pogo one. The Lessee shall pay the lesser rent as described on page one in the amounts and at the times set forth,at the office of the Lessor or to
<br /> such other person and/er at such other place as the Lesser may,from time to time,desipale in writing.
<br /> 2.4 In.The losses shall use the Application Equipment in a careftc end Proper mamer and shell comply with and conform to all instructions from Lessor relating to the possession,use and maintenance of such Equipment. Except
<br /> as otherwise allowed by the lessor,the Application Equipment shall only be used to apply the Licensed Products.The use of the Application Equipment with non-Licensed Products shall immediately terminate all warranties under this
<br /> Agreement and all implied warranties,and shall be considered a nee-curable defauh by the Losses under this Agreement.
<br /> 23 Imo. The Lesser shall,at ay and all times during the business hours,have the right to enter into ad upon the premises where the Application Equipment may be located for the purpose of inspecting the some or
<br /> observing its use. Lessee shall giw Lessor immediate asks of any attainment or any ether judicial process affecting my item of Equipment and shall,whenever requested by lessor,advise Lessor of the exact location of the
<br /> Application Equipment.The Application Equipment shell remain within the Territory,except with prior written consent of the lessor.
<br /> 2.6 Imerm Without prior consent of the Lesser,the Lessee shall not make my aheraffon,addition at improvement to the Application Equipment.
<br /> 2.7 Roaain.The Lessee,at its own cast and expense,shag keep the Application Equipment in good repair,condition ad working order and shall furnish any and all Paris,mechanisms and devices required to keep the Application
<br /> Equipment in pod mechanical and working order and agrees,at the and of the Application Equipment term,to return the Application Equipment to the lessor in the some condition it was received(excepting normal wear).The Lessor
<br /> shall epee to cooperate with the lessee with respect to the ports requested by the Lessee to maintain the Application Equipment,and will ship the port within 24 hours,if possible,of receipt of a purchase order by the lessee.
<br /> 2.8 Limited Wornatr. The Lesser warrants from manufacturers defects i normal wear the parts described;diesel power unit(not including component ports),hydraulic pumps t motors,wheels,axles i springs,throttle and
<br /> pump control levers,progressing cavity pump,hydraulic oil cooler and fan for the period of this Agreement and upon receipt by the Lessor of the malfunctioning part subject to warranty,the Lessor shall,within 21 hours,if possible,
<br /> ship to the losses the warranted part properly repaired or,in the alternative,a now purl of the sole cost of the Lessor.The Lessee shell be responsible for all labor associated with the removal and replacement of the defective part.
<br /> Service provided by the Lesser shall be invoiced at 95.00/hoar for travel end labor. The Lessor makes no warranties,either express or implied,as to any matter whatsoever,other than those warranties included herein,including,
<br /> without limitation,the condition of the Application Equipment,its merchantability or its fitness for any particular purposes provided,however,the Lessor does warrant that the Application Equipment is suitable for the application of
<br /> the licensed Products Is the Territory.
<br /> 2.9 jjtisk of Less. The lessee hereby assumes and shell hear the entire risk of loss and damage to the Application Equipment,excluding ordinary wear and tear and defects in the Application Equipment. No loss or damage to the
<br /> Applicoties Equipment or say pmt thereof shall impair any obligation of the Lessee under this Agreement which shell continue in full force and effect.In the event of loss or damage of any kind whatsoever to any item of Application
<br /> Equipment,the lessee,at the option of the lesser,shell:
<br /> (a)Plane the some in geed repair,condition and original working order(excepting normal wear)or pay in cash to the lessor the amount to do so;or
<br /> (b)Replace the some with tike Application Equipment in good repair,condition and working order,or if the some is determined by the lessor to be lost,stolen,destroyed or damaged beyond repair,the Lessee shall;
<br /> (c) Fay lesser therefore in cash the following loss value:Norizontsl Silo-Model NS/SOT @$1 15,000.00 each,Applicator-Model PSA 2000 @$140,000.00 each.
<br /> 2.10 Tornal"aflen. Upon the expiration or termination of this Agreement with respect to any item of Application Equipment,the Lessee shell return the some to the Lessor in pod repair,condition and working order,ordinary
<br /> war and fear exceped.
<br /> 2.11 Ig. lessee shag keep the Application Equipment insured against all risks of loss or damage from every cause whatsoever for not less than the full replacement value(as specified in 2.9 above)and shall carry public
<br /> liability and properly demage insurance covering operation of the Application Equipment. The Lessee shall name the Lessor as loss payee on any policy covering the Application Equipment as specified in 2.9(c)above and also the
<br /> Lessor shell be named as additional insured under any Comprehensive General Liability policy covering the operation of the Application Equipment.
<br /> 2.12 Liens and Foa.The Lessee shall keep Application Equipment free and clear of all levies,lions and encumbrances and shall pay lease fees,registration fees,assessment,charges and taxes which may now or hereafter be
<br /> imposed on the use of the Application Equipment.
<br /> 2.13 Igdowlty The Lessee shell indemnify the Lessor against and hold the Lessor harmless from any and all claims,actions,suits,proceedings,costs,expenses,damages and liabilities,including attorney's fees,arising out of or
<br /> connected with or resulting from the possession,use,operation or return of the Application Equipment.The lessor shell indemnify the Lessee against and hold the Lessee harmless from any and all claims,actions,suits,proceedings,
<br /> costs,expenses,domeps,snd liabilities,including attorney's fees,arising out of or connected with the octions of lessor's employees within the territory.
<br /> 2.14 Oeerantas of Pavmeat.If the lessee,with regard to any item or items of Application Equipment fails to pay any rent or other amount herein provided for within 10 days after the some is due and payable,or if the Lessee,
<br /> with regard to any item or items of Application Equipment,foils to observe,keep or perform any other provision of the Agreement required to be observed,kept,or performed by lessee,the Lessor shell have the right to exercise
<br /> any one of the following remedies:
<br /> (a)not used
<br /> (b)To saw for and recover all rents or other payments then accrued or thereafter accruing with respect to any other items of Application Equipment;
<br /> (c) To take possession of any or all hems of Application Equipment without demand or notice,wherever some may be located,without any Court order or other process of law. Lessee hereby waives any and all
<br /> damages occasioned by such taking of possession.Such taking of possession shall constitute a termination of this loose.
<br /> (d)To terminate this Agreement as to any and all items of Application Equipment,or
<br /> (o)To pursue any other remedy of law or in equity.Notwithstanding any other repossession or any other action which the Lessor may take,the Lessee shall be and remain liable for the full performance of all
<br /> obligations on the part of the lessee to be performed under this Agreement.
<br /> SECTION 34asolvency 3.1 Neither this Agreement nor any interest therein is assignable or transferable by operation of law. If any proceeding under a Bankruptcy Act or act of receivership is commenced by and against the
<br /> Lessee,or if the lessee is adjudged insolvent,or if the Lessee makes any assigm ent for the benefit of its creditors,or if a writ of attachment or execution is levied on any item or items of the Application Equipment and is not
<br /> released or satisfied within 10 days thereafter,or if a receiver is appointed in any proceeding or action to which the lessee is a party with authority to take possession or control of any item or items of the Application Equipment,the
<br /> Lessor shall have and may exercise any one of its remedies and this Agreement shall,at the option of the lessor,without notice,immediately terminate and shall not be treated as an asset of the Lessee aher the exercise of said
<br /> option.
<br /> 3.2 The Application Equipment is and shall of all times be and remain the sole and exclusive property of the Lessor and the Lessee shall have no right,title or interest therein or thereto,except as expressly set forth.
<br /> SECTION 4-Payments 4.1 As consideration for the lease of the Application Equipment,the lessee shall pay the lessor rent as specified on page one or as otherwise provided by properly executed Addendum.Past due accounts
<br /> ore subject to a 1.5%monthly loo based on the total overdue balance.
<br /> 4.2 not used 4.3 AN payments required under this Section shall be made in full without any deductions for withholding or other taxes or levy.
<br /> SECTION 5-Dues and Taxes 5.1 AN dues,taxes and other expenses imposed by any Government or Government Agency in connection with the activities conducted and payments made pursuant to this Agreement shall be
<br /> paid by the lessee.
<br /> SECTION 6-Publicity and Trademarks 6.1 The Lessee shall have the right to make reference,in advertising materials and otherwise,to the Lessor or the name of the Licensed Products.
<br /> 6.2 The lesser shell hew the right to Publicize the use of the licensed Pradec s at the territory for promotional and customer reference purposes.
<br /> SECTION 7-Term of Agreement and its ConcefloOm 7.1 This Agreement is effective upon the execution by the parties hereto.The renewal term of the Agreement will be for two(2)years unless otherwise agreed by the
<br /> parties assuming that leading is opprowd annually through the approval of the overall Deparhnent of Salk Waste Management's budget.
<br /> 7.2 All rights and obligations of the parties set forth in this Agreement shall expire as specified on page one or as modified by properly executed Addendum.
<br /> 7.3 Prior to the expiration dote of this Agreement as set forth in this Agreement,the lessor may,in its option,terminate this Agreement if the Lessee:
<br /> (a)Falls to make any payment required under this Agreement;or
<br /> (b) Is dedored insolvent,files a voluntary petition for bankruptcy or has filed against it an involuntary petition which is not stayed within 30 days thereafter,or liquidates for any reason other than as a part of the
<br /> reorganization of the Lessee as on ongoing business;or
<br /> (c)Foils to perform my other obligation required under this Agreement within 30 days after receiving notice of any such failure by the Lessor;or
<br /> (d)Allows the release or disclosure to any unpormitted third parties of any Restricted Information in violation of the terms of this Agreement.
<br /> (e) Commits a non-curable default under this Agreement.
<br /> 7.4 In the event that this Agreement is terminated as provided herein,no amounts paid under this Agreement shall be refunded to the Lessee.
<br /> SECTION 0-Governing Law 0.1 This Agreement shell be construed and governed by the laws of substance of the State of North Carolina.
<br /> SECTION 9411salloneous 9.1 The Lessee's rights and obligations under this Agreement may not be assigned or transferred to another person or entity,except with the written approval of the Lessor.
<br /> 9.2 All captions in this Agreement are given only for convenience and have no legal force.
<br /> 9.3 In the event that any Section or port of this Agreement shell be held by a Court of competent jurisdiction to be unlawful or involld,such Section or part shall be deemed severed from this Agreement and the validity thereof shall
<br /> have no effect on the validity of the remainder of this Agreement.
<br /> 9.4 This Agreement constitutes the entire agreement between the parties with rasped to the subject matters hereof and all preexisting negotiations,correspondence,or agreements are null and void upon execution of this
<br /> Agreement.
<br /> 9.S All amendments and alterations of this Agreement shall be made only pursuant to a written instrument executed by the parties to this Agreement and their authorized representative.
<br /> 9.6 Any notices,requests,statements,submissions or other communications required or permitted by this Agreement shell be given in writing and,for all purposes,shall be deemed given and effective on carriers verified delivery
<br /> date,or after 10 days of mailing,if dispatched by air mail(which shall be certified or registered,with postage pre-pold),ond properly addressed to either party as designated on page one of this agroomoot. u\�
<br /> s- Posi-Shell*and Posi-Poksm are registered trademarks of Landfill Service Corporation. n`�Z
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<br /> essor initial /Date Lessee initial /Date
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