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- STANDARD CONDITIONS (F
<br /> Licensor wishes to grant and the Licensee wishes to acquire a license to utilize all patented and proprietary technology related to the application of Posi-Shell Cover System,the material and
<br /> equipment utilized to apply the same at a specific site.In consideration of the mutual promises set fort4 the parties hereto agree as follows:
<br /> SECTION I-Definitions 1.1 "Licensed Produes"means the Posi-Shell Cava System,its products,Posi-Paks,patented technology,or other information meting to the use,creation and
<br /> application of the Posi-Sholl Cover system
<br /> 13"Territory"mare the area"site where the Posi-Shell Cover System will be used,u described on page one of this agreement
<br /> 13 "Patent"mans any unexpired psten4 inventor's certificate or other similar form of legal protection provided under the laws of any country or Territory in the world for the deigns,
<br /> inventions or processes and improvements or additions thereto,Including the applications for Rich legal protection
<br /> IA"Application Eauiomen"mans the equipment necessary to blend,stare bulk iapidiens,and apply the Licensed Products,including,but not limited to,an LSC Posi-Shell Applicator
<br /> and LSC Horizontal Silo.
<br /> SECTION 2-Ltcenu of Patents 2.1 The Licensor hereby grans and*am=to grant the Licensee the=elusive right to utilize the Licensed Products under the Patents owned,assigned or
<br /> licensed to the Licensor during the term of this Agreement in the Territory,excluding any rights to sublease or sell the Licensed Products within the Territory or elsewhere.
<br /> SECTION 3-Application Equipment 3.1 The Licensor teases to the Licensee and the licenses hereby kasm and hires from the Licensor the Application Equipment
<br /> 3.2 Terms The tam of this Agreement respecting the Application Equipment commences on the date said items of Equipment arrive at the Territory.The duration is as specified on page
<br /> one of this agreement
<br /> 33 F£e•The fee for the Application Equipment shall be the amount defined an page area.The Licensee shall pay the Lies or tau a described on page ate in the amounts and at the times
<br /> set forth,at the office of the Licensor or to such other person and/or at such otter plea as the licensor may,from time to timq designate in writing.
<br /> 3A R££.The Licensee shall use the Application Equipment in a careful and proper manner and shall comply with and conform to all instructions from licensor relating to the possession,use
<br /> and maintenance of such Equipment.Except as otherwise allowed by the Licensor,the Application Equipment shall only be used to apply the Licensed Products.The use of the Application
<br /> Equipment with non-Liccosed Products shall immediately terminate all warranties under this Agreement and all implied warentim and shall be considered a non•cunble default by the
<br /> Licensee under this Agreement
<br /> 3.5 Inspection.The Licensor shall,at any and all times during the business hours,have the right to enter into and upon the premises where the Application Equipment maybe located for the
<br /> purpose of inspecting the same or observing its use.Licensee shall give Licensor immediate notice army attachment or any other judicial process affecting any item of Equipment and shall,
<br /> whenever requested by licensor,advise Licensor of the exact location of the equipment The Application Equipment shall remain within the Territory,except with prior written consent of the
<br /> Licensor.
<br /> 3.6 Improvements Without prior consent of the Licensor,the Licensee shall not make any attention,addition or improvement to the Equipment
<br /> t 3.7 Repairs..The Licensee,at its own cost and expense,shall keep the Equipment in good repair,condition and working order and shall furnish any and all pans,mechanisms and devices
<br /> required to keep the Equipment in good mechanical and working order.The Licensor shall agree to cooperate with the Licensee with respect to the pans requested by the Licensee to maintain
<br /> the Equipment,and will ship the part within 24 boon,if possible,of receipt of s,purchase order by the Licensee.
<br /> 3.8 Limited Warrsnev.The licensor warrants from manufaeturen defects&normal war the puts described;theses power unit(not including component parts),hydraulic pumps&motors,
<br /> wheels,axle&springs,throttle and pump control laver,progressing cavity pump,hydraulic oil cooler and fan for the period of this Agreement and upon receipt by the Licensor of the
<br /> malfunctioning part subject to warranty,the Licensor shall,within 24 hoop,if possible,ship to the Licensee the warranted pan properly repaired or,in the sltematve,a new pat at the sole
<br /> cost of the Licensor.The Licensee shall be responsible for the removal and replacement of the detective part and all labor associated therewith.Service provided by the Licensor shall be
<br /> invoiced at$55.00rmir for travel,S75.ONhour for labor. The Licensor agrees to provide an equivalent substitute at no.cast to the Licensee for any egnipmwht that is inopenbk far 5
<br /> consecutive days or more due to failure of Lioencor to provide requested replacement.parts.The licensor nukes no warranties,either express or implied,in to any matter whatmever,other
<br /> than those warranties included herin,including,without limitation,the condition of the equipment,its merchantability or its timers for any particular purposes provided,however,the Licensor
<br /> dots warrant that the Application Equipment is suitable for the application of the Licensed Products in the Territory.
<br /> 3.9 Risk of Lass.The Licensee hereby session and shall bear the satire risk of ten and damage to de Equipment.excluding ordinary war and tear and defects in the equipment No toss or
<br /> damage to the Equipment or any part thereof shall Impair any obligation of the Licensee under this Agmennent which shall continue in full face and effect.In the event of iota or damage of
<br /> any kind whatsoever to any hem of Fquipmen4 the Licensee,at the option of the Licensor,shall:
<br /> (a)Place the some in good repair,condition and working order;or
<br /> (b) Replace the cone with like Application Equipment in good repair,condition and working order,or if the same is determined by the Licensor to be lost,stolen,destroyed or
<br /> danuged beyond repair,the Licenses shall;
<br /> (c)Pay Licensor therefore in cash the stipulated loss value.
<br /> Loss Valuer
<br /> Pori-Shell A liator-Model PSA 1200 Posh-Shell Horizontal Silo-Model HS150T Pai-Shell Applicator.Model PSA 2000
<br /> Value-US$130 000.00 Vafuea US SI IS 000.00 1 Venue tTS$!40 9p0.00
<br /> oo 3.10 Termination.Upon the expiration or termination of this Agreement with respect to any item of Application Equipment the Licensee shall mum the same to the Licensor in good repair,
<br /> condition and working order,ordinary war and tear accepted.
<br /> 3.11 Insurance. Licensee shall keep the Equipment insured against all risks of lots or damage from every cause whatsoever for not less than the full replacement value(as specified in 3.9
<br /> above)and shall carry public liability and property damage insurance covering operation of the Equipment.
<br /> 3.12 Lens and Pees.The Licensee shall keep Equipment free and clear of all!eyes,leas and encumbrances and shall pay license fees,registration fees,assessment,charges and axes which
<br /> nay now or hereafter be imposed on the use of the Equipment
<br /> 3.13 Indemnity. The Licensee shall indemnify use Licensor against and hold the Licensor harmless from any and all claims,actions,suits,proceedings,toss,expenses,damages and
<br /> liabilities,including atomay's fora,arising out of or connected with or resulting from the possession,use,operation or return of the Equipment The Licensor shall indemnify the Licensee
<br /> against and hold the Licensee harmless from any and all claims,actions,suits,proceedings,costs,expenses,demagez,said liabilities,including auomey`s fees,arising out of or connected with
<br /> the actions of Licensors employees within the terhory.
<br /> 3.14 Guarantee of Payment.If the Licensee,with regard to any item or items of Equipment fails to pay any rent or other amount herein provided for within 10 days after the some is due and
<br /> payable,or if the Licensee,with regard to any item or items of Equipment,fails to observe,keep or perform any other provision of the Agreement required to be observed,kept,or performed
<br /> by Licensee,the Licensor shall have the right to exercise any once of the following remedies:
<br /> (a)To declare the entire amount armor hereunder immediately due and payable as to any and all items of Application Equipment without notice or demand to Licensee;
<br /> (b)To we for and recover exit rens or other payments then seemed or thereafter accruing with respect to any other items of Application Equipment;
<br /> (c)To take possession army or all items of Application Equipment without demand or notice,wherever same may be located,without any Court order or other process of law.
<br /> Licensee hereby waives any and all damages occasioned by such taking of possession.Any such taking of possession shall not constitute a termination of this Lent as to any
<br /> or all items of Application Equipment oness the Licensor expressly to notifies the License in writing
<br /> (d)To terminate this Agreement n to any and all items of Application Equipment;or
<br /> (a)To pursue any other remedy,at law or in equity.Notwithstanding any other repossession or my other action which the Licensor may take,the Licensee shall be and remain
<br /> liable for the full performance of all obligations on the part of the Licensee to be performed under this Agreement
<br /> SECTION 4-insolvency 4.1 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
<br /> receivership is commenced by ad against the Li=ma.or if ibe Licsnue is adjudged insolvent,or ifthe
<br /> Licensee makes any assignment for the benefit of is creditors,or its writ of attachment or execution is levied on any item or Items of tho Equipment and is not released or satisfied within 10
<br /> days thereafter,or if a receiver is appointed in any proceeding or action to which the Licensee is a parry with authority to take possession or control of any item or item of the Application
<br /> Equipment,the Licensor shall have and may exercise any one of its remedies and this Agreement shall,at the option of the Licensor,without notice,immediately terminate and shalt not be
<br /> treated m an taut cribs Licensee after iha exercise of mid option
<br /> 4,2 The Application Equipment is and shall at alt times be and remain the sole and exclusive property of the licensor and the Licensee shalt have no right,title or interest therein or thereto,
<br /> except"expressly sex forth.
<br /> SECTION$-Payments 5.1 As consideration for the lease of the Application Equipment and Technology License,the Licensee shall pay the Licensor rent as specified on page one or as
<br /> - otherwise provided by properly executed Addendum
<br /> 51'As consideration for the transfer and delivery of lie Licensed Products,the Licensee shall pay the Licensor in accordance with the name,as specified on page one of this agreement in the
<br /> event that the La=ma does not fulfill the requirements of the agreed upon term all equipment&license fan previously made will be adjusted and invoiced by licensor to reflect the
<br /> appropriate term as follows.Weekly @$2500.00;Monthly®S7500.00;Two Year Obligation Q$4950.001month.
<br /> 53 All payments required under this Section shall be made in fill without any deductions for withholding or other taxes or levy.
<br /> SECTION 6-Dum and Taxes 6.1 All duct,taxes and other expenses imposed by any Government or Government Agency in connection with the activities conducted and payments made
<br /> pursuant to We Agreement shall be paid by the Licensee.
<br /> SECTION 7-Publicity and Trademarks 7.1 The Licensee shall have the right to make reference,in advertising materials and otherwise,to the Licensor or the name of the Licensed
<br /> Products.73 The Licensor shall have the right to publicize the on of the Licensed Products at the territory for promotional and customer reference purposes.
<br /> SECTION 11-Toren,of Agreement and Its Cancellation 8.1 This Agreement is effective upon the execution by the parties bereto.
<br /> 83 All rights and obligations of the parties set forth to this Agreement shall expire as specified on page one or as modified by properly executed Addendum Licensor agrees that the Licensee
<br /> shall have the right to a two year renewal under the cone terms and conditions as the Agreement provided,however,that upon said renewal by the Licensee,the price to be paid for the
<br /> Licensed Products shall be the Licensors prevailing price for said Licensed Products upon commencement of the renewal term.
<br /> 83 Prior to the expiration date of this Agreement asset forth In this Agreement,the Licensor may,in its option,temtinate this Agreement if the Licensee:
<br /> (a)Fails to make any payment required under this Agreement,or
<br /> ' (b)Is declared insolvent,files a voluntary petition for bankruptcy or has filed against 11 an involuntary petition which its not stayed within 30 days thereafter,or liquidates for any
<br /> arson other than as a pat of the reorganimtion cribs Licensee n an ongoing business;or
<br /> (c)Fails to perform any other obligation required under this Agreement within 30 days saw receiving notice of any such failure by the Licensor,or
<br /> (d)Allows the release or disclosure to any impermdned third parties ofany Restricted Information in violation of the sots ofthis Agreement
<br /> (e)Commits a non-curable default under this Agnerrcm.
<br /> 8.4 In the event that this Agreement is terminated as provided herein,no amounts paid'under this Agreement shall be refunded to the Licensee. Further,the Llansce shall cease to use all
<br /> Licensed Products,cr Appliation Equipment,including Licensed Products olhady in the possession of the Licensee.
<br /> SECTION 9-Governing Law 9.1 This Agreement shall be construed and gunned by the laws of substance of the State of New York
<br /> SECTION 10-Mlsanammus 10.1 The Licensee's rights std obligation order this Agreement may not be sniped or transferred to anther person or entity,except with the written
<br /> approval of the Licensor.
<br /> 10.2 All captions in this Agreement arc given only for convenience and have no legal fora.
<br /> 103 In the event that any Section or put of this Agreement shall be held by a Court of competent jurisdiction to be unlawful or invalid,such Section or par shall be deemed severed from this
<br /> Agreement and the validity thereof shall have no effect on the validity of the reminder of this Agreement.
<br /> 10.4 This Agreement tansthuta the entire agreement between the parties with respect to the subject matters hereof and all preexisting negotiations,correspondence,or agreements arc null
<br /> .. and void upon execution of this Agreement
<br /> 10.5 All amendments and alterations of this Agreement shall be made only pursuant to a written instmrnccnt executed by the parties to this Agreement and their authorized«presentative.
<br /> 10.6'Any notices,requests,statements,submissions or other comnnunications required or permitted by this Agreement shall be given in writing and,for all purposea,shall be deemed given
<br /> and effective on carriers verified delivery date,or after 10 days of mailing,if dispatched by air mail(which shall be cerified or registered,with postage pre-paid),and properly addressed to
<br /> cithar party as designated on page one of this agreement
<br /> Posi-Shell®and Posi-Pales®are registered trademarks of Landfill Service Corporation.
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