Agmt06 Pax Water Technologies, - Laserfiche WebLink

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ORIGINAL \" .. PRODUCT TESTING AGREEMENT ~ THIS PRODUCT TESTING AGREEMENT ("Agreement"), dated this 1l.fÍt\ day of July, 2006, by and between PAX Water Technologies, Inc. ("PAX"), a Delaware corporation, having offices at 1615 5th Avenue, San Rafael, California, and The City of Redwood City ("CRC"), a public entity, located at 1 0 17 Middlefield Rd Redwood City, 94063, is effective as of the date first above written. ARTICLE 1 SCOPE 1.1 PAX has agreed to provide its product( s) and associated documentation (the "Product Documentation") known as PAX Water Technologies Potable Water Mixer, but excluding all power and power delivery items appurtenant to such product (together with the Product Documentation, the "Product"), as the same is further described below and in Exhibit "A", attached hereto and made a part hereof, to the CRC's facilities or facility located at Cambridge Rd Water Station (the "Tank(s)") for a One Hundred Twenty (120) day testing period, commencing upon delivery and installation of the Product, unless extended by mutual written agreement of the parties. 1.2 CRC and PAX understand and agree that all Products supplied hereunder are for the dual purposes of (i) CRC's evaluation for possible future implementation in its facilities and (ii) collection of data during testing by both PAX and CRC (including without limitation profile data of chlorine residuals and temperature) for use by both PAX and CRC as set forth herein. 1.3 The scope of the testing is set forth in the said Exhibit" A" . ARTICLE 2 CARE OF INFORMATION: LIMITED LICENSE: INDEMNIFICATION 2.1 CRC acknowledges and agrees that the Product as a whole and in each of its individual parts is confidential, proprietary to, and a trade secret of PAX, that CRC will protect the Product with the same due care that it protects its own real and personal property but in no event less than reasonable care, and that CRC will not copy, disclose to third parties or reproduce said Product, reference materials, case studies, literature, or any portion thereof, or use the Products, reference materials, literature or any portion thereof for any purpose other than the purposes set forth in Section 2.3 below without PAX's prior written consent. Notwithstanding the foregoing, the parties recognize that the CRC is a public agency and is subject to the California Public Records Act (Government Code Sections 6250, et. seq.). CRC will not be held liable in connection with CRC's reasonable acts taken to deliver any of the Product Documentation to comply with the Public Records Act, subpoena or valid court order; provided that CRC immediately gives PAX notice of such required disclosure and provides PAX with reasonable assistance to obtain injunctive relief or regulatory exception (if any). 2.2 CRC shall restrict access to the Product to the minimum number of its employees necessary to conduct testing. 1