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Trade Secret
<br />have not relied upon any promises, representations,
<br />warranties, agreements, covenants or undertakings, other
<br />than those expressly set forth or referred to herein. This
<br />Agreement replaces and supersedes any and all prior oral
<br />or written agreements, representations and discussions
<br />relating to such 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, exhibit or other writing provided for in it, shall
<br />survive the execution of this Agreement and the
<br />consummation of the transactions contemplated herein.
<br />e. Amendment. This Agreement may be amended or
<br />modified only by a document executed by the Parties. No
<br />custom or practice of the Parties at variance with the terms
<br />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 States
<br />Mail (certified or registered mail, postage prepaid, return
<br />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 hereunder
<br />shall operate as a waiver thereof.
<br />h. Force Maleure. 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 beyond
<br />its reasonable control, including without limitation fires,
<br />flood, accidents, explosions, sabotage, strikes or other
<br />labor disturbances, civil commotion, riots, invasions, wars,
<br />acts of God, acts of government, terrorism or any cause
<br />(whether similar or dissimilar to the foregoing) beyond the
<br />reasonable control of the Party.
<br />i. Governing Law / Venue. This Agreement shall be
<br />governed by and construed in accordance with the laws of
<br />the State of Minnesota without regard to its conflicts of laws
<br />principals. Any lawsuit brought in connection with this
<br />Agreement shall be brought only in a court of general
<br />jurisdiction in Hennepin County, Minnesota.
<br />j. Severability. The provisions of this Agreement are
<br />severable. If any part of this Agreement is rendered void,
<br />invalid or unenforceable, such rendering shall not affect
<br />the validity and enforceability of the remainder of this
<br />Agreement.
<br />k. Successors and Assigns. This Agreement shall be
<br />binding upon and inure to the benefit of the Parties and
<br />their respective successors and permitted assigns.
<br />Neither Party shall assign this Agreement, or any portion
<br />thereof, without the prior written consent of the other Party,
<br />provided Seller may assign this Agreement in connection
<br />with the sale of any or all of its assets to a third party or
<br />Bank. Any attempted assignment or transfer without prior
<br />written consent of the other Party shall be of no force or
<br />effect. As to any permitted assignment: (a) reasonable
<br />prior notice of any such assignment shall be given to the
<br />other Party, and (b) any assignee shall expressly assume
<br />the assignor's obligations hereunder, unless otherwise
<br />agreed to by 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 be
<br />unreasonably withheld.
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<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 to
<br />offer and implement the Energy System to be trade secret
<br />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 third
<br />party without the prior written approval of Seller.
<br />The Parties hereto have caused this Agreement to be
<br />duly signed in their respective names effective the date first written
<br />above.
<br />Seller
<br />IDEAL ENERGIES, LLC
<br />By:
<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 Patrick
<br />Trudgeon, its City Manager
<br />Dated.
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