SEVERN TRENT 1 - 2005 - Laserfiche WebLink

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.. '-' -...I provide written notice clearly specifying the nature of the default. The defaulting party shall have thirty (3D) days to cure the default. If the default is capable of being cured within thirty (3D) days and is not cured within thirty (3D) days, this contract may be terminated. In the case of default that cannot be cured within thirty (3D) days, this contract shall not be terminated so long as the defaulting party has given written notice of extension to the other party and the defaulting party has commenced and is diligently pursuing a cure. In the event of any termination, Seller shall be paid for Products delivered and services rendered (including Products specifically manufactured/assembled for the client that have yet to be supplied) through the date of termination. For purposes of this contract, the failure of Buyer to pay Seller in accordance with the payment terms hereunder shall be considered a substantial default for which no cure period beyond 3D days shall be allowed. In the event of the Buyer's default, Seller may, in addition to the right to terminate set forth in this paragraph, elect to suspend work until the default has been cured. No delay or omission on the part of the Seller in exercising any right or remedy hereunder shall constitute a waiver of any such right or remedy on any future occasion. 13. INTEllECTUAL PROPERTY All devices, equipment, designs (including drawings, plans and specifications), estimates, prices, notes, electronic data and other documents or information prepared or disclosed by Seller in connection with the Products sold hereunder shall remain Seller's exclusive property. Buyer shall not disclose any such material to third parties without Seller's prior written consent. Seller will retain soie ownership of all discoveries, improvements, inventions, patents, trademarks, copyrights, know-how, trade secrets, or other intellectual property rights associated in any way with the Products. The parties specifically agree that all improvements, inventions, discoveries and copyright in works of authorship, including those in formative stages, made by either party hereto (either alone or jointly with others) improving upon or related to the Products shall from the time of conception or, in the case of works of authorship, from the time of creation, be the property of Seller. 14. MISCEllANEOUS PROVISIONS These terms and conditions constitute the entire contract of sale and purchase between Buyer and Seller and supersede all prior or contemporaneous communications, representations, understandings or agreements, whether written or oral, unless such document states that it intends to modify this contract and is signed by both parties. No modification of this contract (including changes in scope, specifications, price or delivery schedule) shall be of any force or effect unless made pursuant to a writing signed by both parties. No course of dealing or performance or usage of trade may be used to modify this contract. The failure on the part of either party to enforce its rights as to any provisions herein shall not be construed as a waiver of its rights to enforce such provisions in the future. Should any provision of this contract for any reason be declared invalid or void, such declaration will not affect the remaining provisions of this contract, which shall remain in full force and effect. Buyer may not assign or permit any other transfer of this contract without Seller's prior written consent. Buyer shall strictly comply with and refrain from exporting or re- exporting the Products in violation of, United States' laws regarding trade restrictions and embargoes, as such laws may be amended from time to time. This contract is entered into solely between, and may be enforced only by, the Buyer and Seller; and this contract shall not be deemed to create any rights in third parties, including customers of the Buyer, or to create any obligations to any such third parties. These terms and conditions shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania. Alison Trollier, EIT Project Estimator Severn Trent Water Purification, Inc. Severn Trent Water Purification, Inc. Page 7 of7