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13. INTELLECTUAL PROPERTY RIGHTS.All drawings,data,designs,tooling,equipment,procedures,engineering changes,inventions,trade secrets,
<br /> copyrights,mask works,source code,object code,patents,patent applications,know-how,computerand/or productsoftware and all parts thereof,
<br /> trademarks and all other information,technical or otherwise which was developed,made or supplied by orfor Seller in the production of any Goods or
<br /> Services sold hereunderwill be and remain the sole property of Seller(or its licensors,if any).Buyer agrees not to reverse engineerany Goods
<br /> purchased Hereunder.
<br /> 14. EXPORT REGULATIONS.Buyer agrees to comply fully with all laws and regulations concerning the export of goods from the United States,including,
<br /> but not limited to Export Administration Rules("EAR"),regulations of the Office of Foreign Asset Control("OFAC"),International Traffic in Arms
<br /> Regulations("ITAR"),as well as Denial Order and Entry lists under EAR and Specially Designated Nationals and Blocked Persons list underOFAC
<br /> regulations.
<br /> 15. INSTALLATION.In those circumstances where Seller has agreed to install Goods for Buyer,the following provisions shall control:
<br /> A.Responsibility.Installation shall be by Buyer unless otherwise specifically agreed to in writing by Seller.
<br /> B.Receiving Product and Staging Location.Buyer is responsible to receive,store and protect all Goods intended for installation purposes,including,but
<br /> not exclusively,siren equipment,poles,batteries,and installation materials.Materials received in cardboard containers must be protected from all forms
<br /> of precipitation.Additionally,Buyer is to provide a staging area of an appropriate size for installation contractors to work from and to store equipment
<br /> overnight.
<br /> C.Installation Methods&Materials.Installation is based on methods and specifications intended to meet applicable safety and installation codes and
<br /> regulations.Design changes required by Buyer may result in additional charges.D.Radio Frequency Interference.Seller is not responsible for RF
<br /> transmission and reception affected by system interference beyond its control.
<br /> E.Installation Site Approval.Buyer must provide signed documentation to Seller,such as the"WARNING SITE SURVEY FORM'ora document with
<br /> the equivalent information,that Seller is authorized to commence installation at the site designated by Buyer before Seller will commence installation.
<br /> Once installation has started at an approved site,Buyer is responsible for all additional costs incurred by Sellerforredeployment of resources if the
<br /> work is stopped by Buyer or its agents,property owners,oras the result of any governmental authority or court order,or if it is determined that
<br /> installation is not possible at the intended location,orthe site is changed for any reason by the Buyer.
<br /> F.AC Power Hookup.Buyer is responsible to coordinate and pay forall costs to bring properAC powerto the electrical service disconnect installed
<br /> adjacent to the controllercabinet,unless these services are quoted by Seller.G.Permits&Easements.Seller will obtain and pay forelectrical and right-
<br /> of-way work permits as necessary for installations.Buyer is responsible for obtaining and paymentof all other required easements,permits,or other
<br /> fees required for installation,unless specifically quoted.
<br /> H.Soil Conditions Clause.In the event of poor site conditions including,but not limited to rock,cave-ins,high water levels,or inability of soil to provide
<br /> stable installation to meet specifications,Seller will direct installation contractors to attemptpole installation fora maximum of 2 hours.Buyerapproval
<br /> will be sought when pole installation exceeds 2 hours and abandoned if Seller cannot obtain approval in a timely manner.
<br /> I.Contaminated Sites.Seller is not responsible for cleanup and restoration of any installation sites or installer equipment where contaminated soil is
<br /> encountered.Seller will not knowingly approve installation at any site containing contaminates.Buyer must inform Seller when known orsuspected soil
<br /> contaminates exist at any intended installation site.
<br /> J.Site Cleanup.Basic installation site cleanup includes installation debris removal,general site cleanup,and general leveling of affected soil within 30'
<br /> of the pole.Additional site restoration quotes are available.
<br /> K.Waste Disposal.Buyer is responsible for providing disposal of all packing materials including shipping skids and containers.
<br /> L.Work Hours.All installation quotes are based on the ability to work outdoors during daylight hours and indoors from 7 AM to 7 PM Monday through
<br /> Saturday.Work restrictions ortimitations imposed by Buyer or its agents may result in additional charges being assessed to Buyerforservices.
<br /> M.Project Reporting.Installation&Service Progress Reports will be provided on a regularbasis,normally every week during active installation,unless
<br /> pre-arranged otherwise by mutual agreement.
<br /> N.Safety Requirements&Compliance.Seller requires that all subcontractors and their employees follow applicable laws and regulations pertaining to
<br /> all work performed,equipment utilized and personal protective gear common to electrical and construction site work performed in the installation of
<br /> Sellerequipment.Additional safety compliance requirements by Buyer may result in additional charges assessed to Buyer for the time and expenses
<br /> required to comply with the additional requirements.
<br /> 16. ASSIGNMENT AND SUBCONTRACTING. Seller may assign its rights and obligations by giving Buyer written notice thereof but without being obligated
<br /> to obtain Buyer's consent priorthereto.In the event of an assignment,Seller shall be discharged of any liability pursuant to those purchase orders
<br /> which have been assigned ordelegated.Customer may not assign its rights nor delegate its obligations under any orall of its purchase orders unless
<br /> Seller's written consent is obtained priorthereto and any such assignment ordelegation without such consent shall be void.
<br /> 17. DEFAULT,INSOLVENCY AND CANCELATION.Seller shall be entitled,without prejudice to any other rights it may have,to cancel the Contract
<br /> immediately,in whole or in part,by notice in writing to Buyer,if(a)Buyeris in default of any of its obligations under the Contract andfails,within 20
<br /> (twenty)days of the date of Seller's notification in writing of the existence of the default,eitherto rectify such default if it is reasonably capable of being
<br /> rectified within such period or,if the default is not reasonably capable of being rectified within such period,to take and diligently continue action to
<br /> remedy the default or(b)on the occurrence of an Insolvency Event in relation to Buyer."Insolvency Event'in relation to Buyer means any of the
<br /> following:(i)a meeting of creditors of Buyer being held or an arrangement or composition with orforthe benefit of its creditors being proposed by or in
<br /> relation to Buyer,(ii)a receiver,administrator or similar person taking possession of or being appointedoveroranydistress,execution or other process
<br /> being levied orenforced(and not being discharged within seven days)on the whole ora material part of the assets of Buyer;(iii)Bu yer ceasing to carry
<br /> on business or being unable to pay its debts;(N)Buyer or its equity holders or the holder of a qualifying floating charge giving notice of their intention to
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