Agmt06 Pax Water Technologies, - Laserfiche WebLink

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be liable; provided further that (i) PAX shall not indemnify or hold CRC harmless if any object or person enters CRC's freshwater tank without forty-eight (48) hours' notice to PAX and without providing PAX the opportunity to either remove the Product or ameliorate the harm, (ii) PAX shall not indemnify or hold CRC harmless for CRC's supplying power to Products, and (iii) P AX shall not indemnify or hold CRC harmless if CRC otherwise interferes with the normal operation of the product. ARTICLE 3 COMPENSATION: OBLIGATIONS: SmpPING COSTS 3.1 During the testing period, the Product, along with all associated documentation and deliverables (including the cost of shipping and installation of the Product to CRC's selected Tank(s», shall be provided at no charge to CRC. CRC shall, however, be responsible for costs associated with providing PAX access to the facilities and any supervision or oversight required by CRC's policies. In the event any Product is lost, damaged, or destroyed while in CRC's possession and resulting from CRC's active negligence, omission or willful misconduct, CRC agrees to reimburse PAX for the lesser of the reasonable replacement value or repair costs associated with the Product so lost, damaged or destroyed. 3.2 PAX shall make reasonable efforts to ensure that the Product is in good working order, which may include Product replacement, to resolve Product errors or defects encountered during the testing period. 3.3 PAX's currently available and applicable documentation shall be provided as part of the Product. No special or unique documentation shall be required of PAX, except to the extent described in Exhibit "A" or as mutually agreed to by the parties. ARTICLE 4 GENERAL PROVISIONS 4.1 Property Ri2hts: All right, title, and interest to all intellectual property with respect to the Product, including that which may be or become protectable by patent, copyright, trademark, trade secret, or similar laws, shall remain exclusively with PAX. No license or other right of any kind is granted by PAX's furnishing the Product to CRC, except for the limited right to use and evaluate the Product as expressly provided for in this Agreement. Notwithstanding the foregoing, all work product performed by Charlotte Smith & Associates (CSA), Inc. shall remain the property of such entity, and PAX shall make no claim to such work product without Charlotte Smith's prior written consent. 4.2 Assimment: Neither party may assign or otherwise transfer any rights or obligations under this Agreement without the prior written consent of the other, provided that either party may assign this Agreement to any successor in a merger or acquisition or the purchaser of all or substantially all of the assets of that party, provided further that PAX may assign its rights and obligations under this Agreement to a subsidiary which is controlled by PAX; provided further that either party may assign certain of its obligations under this Agreement to Charlotte Smith & Associates, Inc. 3