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NORESCO'S systems, means, cost, and methodologies of evaluating, Implementing, accomplishing and determining energy savings for this project shall be considered privileged and proprietary information. Customer shall use the same level of effort to protect and safeguard such information as it employs to safeguard its own confidential information. Customer shall not disclose such proprietary information without the express written consent of an officer of NORESCO. SECTION 20 - Severability In the event that any clause or provision of this Agreement or any part thereof shall be declared invalid by any court having jurisdiction, such invalidity shall not affect the validity or enforceability of the remaining portions of this Agreement. SECTION 21 - Assianments and Subcontractina (a) (b) (c) NORESCO may elect to use subcontractors in meeting its obligations hereunder. Customer shall not assign, transfer, or otherwise dispose of this Agreement, the System, or any interest therein, or sublet or lend the System or permit if it is to be used by anyone other than the Customer and Customer's employees without the express written consent of NORESCO, such consent not to be unreasonably withheld. Customer shall not transfer ownership or its interest in the Property, unless Customer has exercised its option to purchase the System under Section 2. NORESCO shall not assign this Agreement in whole or in part to any other party without first obtaining the consent of Customer, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, NORESCO may assign, without obtaining the consent of Customer, its rights and obligations under this Agreement in whole or in part to any affiliated or associated company of NORESCO and its rights under this Agreement to any financial institution, lender or investor in connection with a leasing or financing arrangement for the System. NORESCO will notify Customer thirty (30) days prior to any such assignment. SECTION 22 - Waiver The failure of either Party, at any time or times, to enforce any right or obligation with respect to any matter arising in connection with this Agreement shall not constitute a waiver as to future enforcement of that right or obligation, or any other right or obligation under this Agreement. SECTION 23 - Force Majeure If either Party shall be unable to carry out any part of its obligations under this Agreement due to causes beyond its control ("Force Majeure"), including but not limited to an act of God, governmental or judicial authority, war, blockage, insurrection, riot, labor dispute, sudden action of the elements, fire, explosion, flood, or nuclear emergency, this Agreement shall remain in effect but the affected Party's obligations shall be suspended for a period equal to the disabling circumstances, provided that: (a) (i) (ii) (iii) (iv) (v) the non-performing Party gives the other Party prompt written notice describing the particulars of the Force Majeure, including but not limited to the nature of the occurrence and its expected duration, and continues to furnish timely regular reports with respect thereto during the period of Force Majeure; the suspension of performance is of no greater scope and of no longer duration than is required by the Force Majeure; no obligations of either Party that arose before the Force Majeure causing the suspension of performance are excused as a result of the Force Majeure; the non-performing Party uses reasonable efforts to remedy its inability to perform; and the term of this Agreement, at NORESCO'S option, shall be extended for a period equal to the number of days that the Force Majeure prevented the non- performing party from performing. c:\my documents\mLfiles\word\agreements\noresco1.doc 7