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<br />Appendix 6 – Demonstration Plant Lease Terms and Conditions
<br />These Demonstration Plant Lease Terms together with the Proposal for Wastewater Treatment On-Site Demonstration Program (the “Proposal”) collectively
<br />comprise the sole agreement (collectively, the “Agreement”) between Fluence Water (“Fluence”) and “Client” as identified in the Proposal (“Client”)(each a
<br />“Party” and collectively the “Parties”) related to the Demonstration Equipment (as defined in the Proposal). These Demonstration Lease Terms control over
<br />such proposal or other term of Agreement in the event of a conflict.
<br />1. Lease. Fluence agrees to deliver, or have delivered, the Demonstration Equipment at Client’s cost and expense to Client at the Site. Fluence agrees to lease
<br />to Client the Demonstration Equipment (which includes the associated documentation provided by Fluence therefor) as delivered by Fluence and installed on
<br />the Site (as defined in the Proposal) for the time period set for the in the Proposal (the “Lease”). Fluence agrees to provide the associated services that are
<br />expressly set forth in the Proposal (the “Services”). Fluence provides no maintenance, customization, support, or other services under the Agreement, except
<br />solely for the Services. Either party may terminate the Agreement, with cause, by thirty
<br />(30) days written notice of termination to the other party, or for the other party’s breach of the Agreement and in the case of breach shall state the reason(s)
<br />for termination including any special terms in the Proposal.
<br />2. Use. Client may use and operate the Demonstration Equipment during the Lease solely for testing and evaluating Fluence’s wastewater treatment process
<br />therein under the Proposal solely through employees of Client having the necessary professional expertise and knowledge. Client (and not Fluence) is the
<br />operator of the Demonstration Equipment under the Lease and is fully responsible and liable for the Site, the suitability of the Site for Demonstration
<br />Equipment, the installation, operation, and use of the Demonstration Equipment, all waste, and the disposal of all waste, generated through the
<br />Demonstration Equipment, and all approvals, licenses, and permits necessary for the installation, use, and operation of the Demonstration Equipment at the
<br />Site. Client shall ensure that all installation, use, and operation of the Demonstration Equipment, and all waste disposal, occurs in accordance with the
<br />Agreement and all applicable law.
<br />3. Limitations. Client shall not, directly or indirectly: (i) use the Demonstration Equipment for any purpose, or access or enter any part of the Demonstration
<br />Equipment, other than as expressly set in the Agreement; (ii) move or change the location of the Demonstration Equipment from or on the Site; (iii) sublease
<br />the Demonstration Equipment or operate or use it for a third party; (iv) provide or make available to any third party, or change, modify, customize, copy,
<br />reverse engineer, decompile, disassemble, or create derivative works, improvements or other derivations of, any of the Demonstration Equipment, or any
<br />technology, software, works or intellectual property therein; or (v) induce, contribute to , assist with, or support any third party from engaging in any of the
<br />foregoing without the specific express prior written consent of Fluence.
<br />4. Loss. From the arrival of the Demonstration Equipment at the Site until the Demonstration Equipment is transported back to Fluence at the end of the Lease,
<br />Client has the sole risk and liability for any damage , destruction, theft, loss, and misuse of , and all property damage, injury, or death from, the Demonstration
<br />Equipment, and all damage, defect, and loss to the Demonstration Equipment by any user or use thereof, whatever the cause (“Loss”). The client is liable to
<br />Fluence for all repair and replacement, at the full replacement value, of the Demonstration Equipment as a result of any Loss. Client shall procure and
<br />maintain insurance coverage with a nationally reputable insurance company against any Loss of any kind for the full replacement value of the Demonstration
<br />Equipment.
<br />5. Title. Fluence shall at all times solely retain all ownership, rights, title, and interest in and to the Demonstration Equipment. Other than the Lease, Fluence
<br />does not grant or give any, and Client or any third party shall have no, ownership, co-ownership, right to use or possess, security interest, lien, or other right
<br />of claim in or to or related to the Demonstration Equipment.
<br />6. Fees. Client shall pay Fluence fall fees, costs, and expenses as and at the times set forth in the Proposal and as directed by Fluence, without any deduction
<br />or set-off, in irrevocable unconditional immediately available funds, to be grossed up in the event of any withholding or deduction. Coent shall bear all taxes,
<br />fees, charges, and costs related to the Lease.
<br />7. Force Majeure. Fluence shall not be liable for any loss, damages or breach caused by circumstances beyond its reasonable control including but not limited
<br />to extreme weather or other act of God, strike or other labor shortage or disturbance, fire, accident, war or civil disturbance, delay of carriers, failure of
<br />normal sources of supply, act of government including inability to obtain appropriate regulatory approval such as export license or other government or
<br />institutional approval required, or any other cause beyond its reasonable control, whether similar or dissimilar to those listed.
<br />8. Cancellation or Alteration of Order. No order which has been accepted by Fluence may be cancelled by [Purchaser] except with Fluence’s agreement in
<br />writing and subject to the Purchaser indemnifying Fluence in full against all loss, costs, damages, charges and expenses incurred by Fluence as a result of such
<br />cancellation. No order which has been accepted by Fluence may be changed or altered by the Purchaser except with Fluence’s agreement in writing and an
<br />adjustment of appropriate price, if required. If the Purchaser cancels or suspends its order for any reason other than Fluence’s breach, Purchaser shall promptly
<br />pay Fluence for work performed prior to cancellation or suspension, and for any other direct costs incurred by Fluence as a result of such cancellation or
<br />suspension.
<br />9. Fluence Property. All reports, data, documentation, and information generated or created by, or resulting from, the Demonstration Equipment, or its use
<br />or operation (“Demonstration Results”) and all copies and manifestation thereof in any form or media shall be the sole property of Fluence, shall be delivered
<br />promptly to Fluence upon request, and shall be kept fully confidential and not disclosed by Client without written consent and prior review from Fluence.
<br />Fluence shall solely own and retain all rights, title, and interest in and to all technology, inventions, methods, processes, software, works, documentation,
<br />data, and other intellectual property in or related to or used by the Demonstration Equipment, all Demonstration Results, and all derivative works,
<br />improvements, modifications, customizations, and derivations of or from any of the foregoing, and all patents, patent applications, utility models, copyrights,
<br />mask work rights, trade secret rights, trademark rights, and other intellectual property rights of any kind anywhere in or to any of the foregoing (individually
<br />and collectively “Fluence Property).
<br />10. Reservation of Rights. No right, title, interest, ownership, co-ownership, lien, license, or claim of any kind in or to or under or related to any Fluence
<br />Property is, or shall be deemed to be or have ben, transferred, assigned, conveyed, granted, or extended to or for the Client of any third party under or in
<br />connection with the Agreement or the lease, installation, use, or operation of the Demonstration Equipment. Client hereby irrevocably and unconditionally
<br />assigns, transfers, and conveys, and shall cause any third party associated with it to assign, transfer, and convey, to Fluence all rights, title, interest, ownership
<br />liens, licenses, and claims that Client or such third party acquires, owns, or has or may own or have in or to or related to any Fluence Property, free of any
<br />payment. Client shall provide, and cause such third party to provide, any assistance requested by Fluence to implement and give full effect to the foregoing
<br />provisions. Client shall provide and deliver to Fluence all Fluence Property, and all copies and manifestations thereof, in Client’s or any associated third party’s
<br />possession and control upon the end of the Lease, without retaining any copy or manifestation in any for or media thereof.
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