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Trade Secret
<br />with and in addition to any other rights or remedies to
<br />which the Parties may be entitled at law or under this
<br />Agreement.
<br />16. General.
<br />a. Subordination to Utility Rebate Agreement. No
<br />portion of this Agreement is intended to conflict with
<br />any Utility Rebate Agreements (the "Utility Rebate
<br />Agreements") to which Seller or Customer is a party.
<br />In the case of a conflict between the terms or conditions
<br />of this Agreement and the Utility Rebate Agreements,
<br />the terms and conditions of Utility Rebate Agreements
<br />shall control. The utility, or its successors and assigns,
<br />is a third -party beneficiary of the provision of this
<br />paragraph. Nothing in this Agreement shall preventthe
<br />utility, from fully enforcing the terms and conditions of
<br />Utility Rebate Agreements.
<br />b. Relationship of the Parties. The Parties shall for all
<br />purposes be considered independent contractors with
<br />respect to each other, and neither shall be considered
<br />an employee, employer, agent, principal, partner or
<br />joint venturer of the other.
<br />c. Entire Agreement. This Agreement and all the
<br />schedules, exhibits, and attachments hereto, together
<br />with any agreements referenced herein, constitute the
<br />entire agreement and understanding of the Parties
<br />relative to the subject matter hereof. The Parties have
<br />not relied upon any promises, representations,
<br />warranties, agreements, covenants or undertakings,
<br />other than those expressly set forth or referred to
<br />herein. This Agreement replaces and supersedes any
<br />and all prior oral or written agreements,
<br />representations and discussions relating to such
<br />subject matter.
<br />d. Survival of Representations. All representations,
<br />warranties, covenants and agreements of the Parties
<br />contained in this Agreement, or in any instrument,
<br />certificate, exhibitor other writing provided for in it, shall
<br />survive the execution of this Agreement and the
<br />consummation of the transactions contemplated
<br />herein.
<br />e. Amendment. This Agreement may be amended or
<br />modified only by a document executed by the Parties.
<br />No custom or practice of the Parties at variance with
<br />the terms hereof shall have any effect.
<br />f. Notices. All notices to be given under this Agreement
<br />shall be in writing and shall be effectively given upon
<br />personal delivery, facsimile or email transmission (with
<br />confirmation of receipt), delivery by overnight delivery
<br />service or three days following deposit in the United
<br />States Mail (certified or registered mail, postage
<br />prepaid, return receipt requested).
<br />g. No Delay. No delay or failure on the part of any Party
<br />hereto to exercise any right, power or privilege
<br />hereunder shall operate as a waiver thereof.
<br />h. Force Majeure. Neither Party will be liable to the other
<br />Party for any delay, error, failure in performance or
<br />interruption of performance resulting from causes
<br />beyond its reasonable control, including without
<br />limitation fres, flood, accidents, explosions, sabotage,
<br />strikes or other labor disturbances, product
<br />unavailability, labor unavailability, civil commotion,
<br />riots, invasions, wars, acts of God, acts of government,
<br />terrorism or any cause (whether similar or dissimilar to
<br />the foregoing) beyond the reasonable control of the
<br />Party.
<br />i. Governing Law / Venue. This Agreement shall be
<br />governed by and construed in accordance with the
<br />laws of the State of Minnesota without regard to its
<br />conflicts of laws principals. Any lawsuit brought only in
<br />a court of general jurisdiction in Hennepin County,
<br />Minnesota.
<br />j. Severability. The provisions of this Agreement are
<br />severable. If any part of this Agreement is rendered
<br />void, invalid or unenforceable, such rendering shall not
<br />affect the validity and enforceability ofthe remainder of
<br />this Agreement.
<br />k. Successors and Assigns. This Agreement shall be
<br />binding upon and inure to the benefit ofthe Parties and
<br />their respective successors and permitted assigns.
<br />Neither Party shall assign this Agreement, or any
<br />portion thereof, without the prior written consent of the
<br />other Party, provided Seller may assign this Agreement
<br />in connection with the sale of any or all of its assets to
<br />a third party or Bank. Any attempted assignment or
<br />transfer without prior written consent of the other Party
<br />shall be of no force or effect. As to any permitted
<br />assignment: (i) reasonable prior notice of any such
<br />assignment shall be given to the other Party; and (ii)
<br />any assignee shall expressly assume the assignor's
<br />obligations hereunder, unless otherwise agreed to by
<br />the other Party in writing.
<br />I. Marketing and Promotion. Seller shall not use
<br />Customer's name, image or likeness in connection with
<br />advertising and promoting the Project or the Energy
<br />System without Customer's approval, which shall not
<br />be unreasonably withheld.
<br />m. Data Practices. Seller considers the information
<br />contained in this Agreement related to the programs,
<br />methods, techniques and processes utilized by Seller
<br />to offer and implement the Energy System to be trade
<br />secret information of Seller as defined in the Minnesota
<br />Government Data Practices Act Ch. 13 .37 Subd. 1 (b)
<br />GENERAL NONPUBLIC DATA. In no event shall this
<br />information be shared or disclosed with any person or
<br />third party without the prior written approval of Seller.
<br />The Parties hereto have caused this Agreement to be duly
<br />signed in their respective names effective the date first written
<br />above.
<br />Seller
<br />IDEAL ENERGIES, LLC
<br />Bv:
<br />Chris Psihos, its President
<br />Dated:
<br />Customer
<br />City of Roseville
<br />By:
<br />Dan Roe and Patrick Trudgeon, its Dan Roe, its Mayor and
<br />Patrick Trudgeon, its City Manager
<br />Dated:
<br />
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