AgdaPkt 2014-09-08 Closed and Joint with SA

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7.1.D. - Page 20 Buyer will provide Seller with evidence of such insurance and if Buyer has failed to procure the required insurance, Seller may at its option obtain the insurance and Buyer shall promptly reimburse Seller for the costs thereof. 8. REPRESENTATIONS AND WARRANTIES. (a) Buyer has full power and authority to enter into and perform the obligations contemplated by the Purchase Agreement. (b) Buyer's execution,delivery and performance of the Purchase Agreement has been duly authorized,and constitutes Buyer's valid and binding obligations and is enforceable in accordance with its terms. (c) Seller has full power and authority to enter into and perform the obligations contemplated by the Purchase Agreement. (d) Seller's execution,delivery and performance of the Purchase Agreement has been duly authorized, and constitutes Seller's valid and binding obligations and is enforceable in accordance with its terms. (e) Seller makes no representations as to obtaining any permission from the local state authorities with regard to using the NO-DES system. NO-DES will do anything reasonable and necessary to help Redwood City get whatever authorizations are necessary to run the NO-DES system in Redwood City. 9. CONFIDENTIALITY. Except as otherwise required by applicable law,Buyer shall keep "Confidential" and not disclose to any third party the contents of this Purchase Agreement, including, but not limited to, pricing and payment terms herein, all documents and information in Seller's possession or control relating to this Purchase Agreement or the transactions contemplated by this Purchase Agreement or by such other documents,except that Buyer may disclose such information(1)to its counsel,employees, accountants and auditors, Seller approved vendors, parties required to service the Equipment or to a prospective purchaser pursuant to paragraph 11 below in any case as to the extent necessary to enable them to perform their respective services, so long as such person is informed by the Buyer of the confidential nature of the information so disclosed and such person agrees to maintain the confidentiality as required hereunder, except as otherwise required by applicable law and (2) any governmental body or regulatory agency to the extent required by applicable law, rule or regulation; provided, that prior to such disclosure the Buyer to the extent permitted by law will inform Seller and permit Seller at its expense to take available measures to protect the confidentiality of such disclosed information and/or limit such disclosure within ten days of notice provided by Seller. 10. INTELLECTUAL PROPERTY. Buyer, its agents, employees and representatives hereby acknowledge Seller's ownership of all right, title and interest in all patents, pending patent applications,trademarks,trade names,service marks and copyrights associated with the Equipment("IP"). Buyer,its agents,employees and representatives further acknowledge that it shall acquire no interest in the IP by virtue of the Purchase Agreement. Buyer, its agents,employees and representatives agree that it will not use in advertising,publicity or otherwise any IP or any contraction, abbreviation or simulation thereof that is owned by the Seller, or otherwise infringe on the Seller's rights in the IP. Seller hereby grants to Buyer a limited,nontransferable license to use Seller's trademarks in connection with the Equipment. Such license may be terminated at any time by Seller in the event of Buyer's default which is not cured within Buyer's Initials REV:07-22-14 MLG Page 6 of 11