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Agmt14 No-Des, Inc.
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Agmt14 No-Des, Inc.
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Last modified
10/14/2014 1:04:21 PM
Creation date
10/14/2014 1:04:19 PM
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Template:
Agreement
Contractor Name
No-Des, Inc.
PROJECT NAME
Equipment-Truck Flushing Unit
RMP File Number
304
Date
10/13/2014
MO Ref
14-138
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Buyer will provide Seller with evidence of such insurance aixi if Buyer has failed to procure the required <br /> insurance, Seller may at its option obtain the insurance and Buyer sha11 promptly reimburse Seller for the <br /> costs thereof. <br /> 8. REPRESENTATIONS AND WARRANTIES. <br /> (a) Buyer has full power and authority to enter into and perform the obligations <br /> contemplated by the Purchase Agreement. <br /> (b) Buyer's execution,delivery and perfornianYCe of the Purchase Agreement has been <br /> duly authorized,and constitutes Buyer's valid and binding obligations and is enforceable in accordance with <br /> its terms. <br /> (c) Seller has full power and authority to eirter into and perform the obligations <br /> contemplated by the Purchase Agreement. <br /> (d) Seller's execution,delivery and performance of the Purchase Agreement has been <br /> duly authorized, and constitutes Seller's valid and binding oblig�tions and is enforceable in accordance <br /> with its terms. <br /> (e) Seller makes no representations as to obtaining any permission f�m the local state <br /> authorities with regard to using the NO-DES system.NO-DES will do anything reasonable and necessary <br /> to help Redwood City get whatever authorizations ane necessary to run�e NO-DES system in Redwood <br /> City. <br /> 9. CONFIDENTIALITY. Except as otherwise required by applicable law,Buyer shall keep <br /> "Confidential"and not disclose to any third party the conterrts of this Purchase Agreement,including,but <br /> b not limited to,pricing and payment terms herein,a11 documents and information in Seller's possession or <br /> control relating to this Purchase Agreement or the transactions contemplated by this Purchase Agreement <br /> or by such other documents,except that Buyer may disclose such information(1)to its counsel,employees, <br /> accountants and auditors, Seller approved vendors, parties required to service the Equipment or to a <br /> prospective purchaser pucsuant to paragraph 11 below in any case as to the extem necessary to enable them <br /> to perform their respective services, so long as such person is informed by the Buyer of the confidential <br /> nature of the information so disclosed and such person agrees to maintain the confidentiality as requ.ired <br /> hereunder, except as otherwise required by applicable law and (2) any governmental body or regulatory <br /> agency to the e�ctent required by applicable law, rule or regulation; provided,that prior to such disclosure <br /> the Buyer to the extent permitted by law will inform Seller and permit Seller at its expense to take available <br /> measures to protect the confiderniality of such disclosed information and/or limit such disclosure wit�in ten <br /> days of notice provided by Seller. <br /> 10. INTELLECTUAL PROPERTY. Buyer, its agents, employees and representatives <br /> hereby acknowledge Seller's ovcmership of all right, title and 'urterest in a11 patents, pending patent <br /> apPlications,trademarks,trade names,service marks and coPYnShts associated with the Equipment("Ip'� <br /> Buyer,its agents,employees and representatives further acknowledge that it shall acquire no interest in the <br /> IP by virtue of the Purchase Agreement. Buyer,its agents,employees and nepresentatives agree�at it will <br /> not use in advertising,publicifiy or otherwise any IP or any contraction,abbreviation or simulation thereof <br /> that is owned by the Seller,or otherwise infringe on the Seller's rights in the IP. Seller hereby grants to <br /> Buyer a limited,nontransferable license to use Seller's trademarks in connection with the Equipment. Such <br /> license may be terminated at any time by Seller in the event of Buyer's default which is not cured within <br /> R.f� <br /> Buyer's Initials <br /> REV:07-22-14 MLG <br /> Page 6 of 11 <br />
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