Adastra Holdings Ltd.: Exhibit 10.1 - Filed by newsfilecorp.com


    

     

     

    

    
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    Systems and Services Agreement

    

     

    This Systems and Services Agreement ("Agreement") is entered into as of   05/14/2019               (the "Effective Date") by and between UNITED SCIENCE, LLC, a Minnesota limited liability company ("UNITED SCIENCE") located at 500 Simmon Drive, Osceola, Wisconsin 54020; and

    PerAspera Holdings Ltd.                                                                                                                                                                                             

    
a company incorporated in the State/Province of

    British Columbia                   

    with an address at                              

    5451 275th St                                                                                                                                                                                                                

    Langley, V4W 3X8                                     

    Canada____________________________

    Important: Information Entered Above Must Match Customer's Tax Documents. Below enter the 
License Number and the State/Province in which the license is issued.

    License Number:

    In Progress                                                    

    Licensing State/Province:

    BC, Canada                                                  

     

     

    
        	

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                United Science Equipment and Services

            	
                Price

            	
                Qty

            	
                PN

            	
                Subtotal

            
	
                extraktLAB 140 Extractor

                Supercritical CO2 extraction machine, 5000 psi, 2X20L extraction cylinders, three 304 stainless steel collection columns, factory acceptance tested

                Electrical: 208V-240V, 3 phase, 67 FLA Footprint: 24ft2

                CRN and PED numbers available upon request Manufactured in USA by United Science

                Specifications

            	
                $459,000

            	
                1

            	
                10-0063

            	
                $459,000

            
	
                ASME Certified Stamping of Extractor Pressure Vessels (optional)

                ASME Section VIII Div 2 Pressure Vessel Certification, inspected by certified ASME engineer and certification stamp applied to pressure vessels.

            	
                $5,800

            	
                1

            	
                SV-4001

            	
                $5,800

            
	
                CO2 Recycler System

                Liquid CO2 recycler system, 5000 psi, 20L capacity cylinder, fully integrated into extraction machine with automated control from HMI panel
Manufactured in USA by United Science

            	
                $33,000

            	
                1

            	
                10-0063A

            	
                $33,000

            
	
                CO2 CAGE

                CO2 supply for one extractor machine, 16-100 lb CO2 tank array, steel cage enclosure, load cell monitoring of usage, onboard heater, Swagelok outlet fitting.

                Manufactured in USA by United Science

                Specifications

            	
                $33,000

            	
                1

            	
                10-0009

            	
                $33,000

            
	
                DrainDroyd Complete Starter Kit

                DrainDroyd filtration system for dewaxing, stainless steel construction. Kit includes collection vessel, expeller nozzle, vacuum pump, 400 filter papers (3, 5, 10, 20 micron assortment)

                Electrical: 220V, single phase

                Manufactured in USA by United Science

                Specifications 

            	
                $19,500

            	
                1

            	
                70-3008

            	
                $19,500

            


    

    
        	

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                CO2 Pump For CO2 Feed to Bundle

                •  One - High pressure CO2 transfer pump at 1500 psi. This special positive displacement pump features ceramic piston, , Swagelok fittings, flexible tube inlet, flexible tube outlet, pressure gauge, burst disc protection, pressure regulating valve, motor or gas engine.

            	
                $25,000

            	
                1

            	
                1000-3002

            	
                $25,000

            


    

    
        	

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                Third Party Equipment - All equipment has been specified for use in cannabis processing

            
	
                Extractor Chiller

                PolyScience DuraChill-5hp chiller; cooling capacity: 17,935W / 61,200 BTU/hr @ 35°C

                Electrical: 230V, 3 phase, 60hz, 35.2A Manufactured in USA

                Specifications

            	
                $15,500

            	
                1

            	
                80-4018

            	
                $15,500

            
	
                Hanningfield U10 Grinder

                Hanningfield U10 grinder, customized for cannabis processing by United Science, CE marked, optional CSA compliance certificate.

                Electrical: 240V, 3 phase Manufactured in UK

                Specifications

            	
                $45,400

            	
                1

            	
                80-4012

            	
                $45,400

            
	
                Uni-Dust Type 5 High Efficiency Cyclone (3rd Party)

                Connects to the process machinery via flexible hose or stainless steel pipework.

                HEPA filter can be intergrated after the cyclone and before the vacuum source.

                Captures 95-99.5% of wast powder. GMP stainless steel construction

                Tri-Clamps for fast and easy dismantling/cleaning Seals, gaskets etc. - all non-metallic components conform to FDA requirements

                59-88 CFM
Particle size <2mm approx 2" inlet and outlet.
Manufactured in United Kingdom
CE Certificate of Conformity (if applicable)
12 month warranty

            	
                $10,000

            	
                1

            	
                10000-1020

            	
                $10,000

            
	
                Vacuum Oven

                Across International 75a 7.5 cf vacuum oven and accessories for decarboxylation and terpene capture, customized for cannabis processing by United Science, includes custom vacuum pump and traps, lines, seals, fittings

                UL Listed
Manufactured in USA

                Specifications

            	
                $22,000

            	
                1

            	
                80-4005

            	
                $22,000

            


    

    
        	

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                Vac Oven Pan Set

                United Science stainless steel vacuum oven pans double capacity for decarboxylation, custom designed for cannabis processing, set of 10 pans
Manufactured in USA by United Science

                Specifications

            	
                $160

            	
                20

            	
                80-9077

            	
                $3,200

            
	
                Across International SolventVap SE53 20L Rotary Evaporator

                220 Volts 50/60 Hz, 20L evaporating flask Welch pump

                Polyscience DuraChill -10C to +80C 13L 1.5HP

            	
                $31,000

            	
                1

            	
                80-4044

            	
                $31,000

            
	
                United Science Professional Services

            
	
                Equipment Layout & Process Design

                Design services for layout of manufacturing line and supporting processes on existing customer building drawings. United Science design team will work with customer facility engineers and architects to optimize the layout for manufacturing efficiency and productivity.

            	
                $15,500

            	
                1

            	
                SV-1001

            	
                $15,500

            
	
                Manufacturing Line Commissioning

                Onsite equipment installation, workforce training, documented standard operating procedures, and manufacturing line commissioning with your biomaterial. Includes training on all processing steps and equipment:

                •  Pre-processing and material preparation 
•  Extraction systems and operating parameters 
•  Post processing and refining

                Delivered by United Science field chemists and technicians who are cannabis processing experts. Our promise: we don't leave until you are producing quality oils.

            	
                $39,000

            	
                1

            	
                SV-2001

            	
                $39,000

            


    

    
        	

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    Subtotal $756,900

    Total $756,900

    
        	

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    Payment Terms

    	Name	Payment
	Payment 1 - RECEIVED	$15,500
	Payment 2 - Due 5/25/19	$201,400
	Payment 3 - Due 6/25/19	$270,000
	Payment 4 - Due 9/15/19	$270,000
	 	Total $756,900


    OFFER VALID FOR 7 DAYS.

    UPON MUTUAL SIGNATURES BELOW, THIS AGREEMENT REPLACES THE ORIGINAL AGREEMENT BETWEEN PERASPERA HOLDINGS AND UNITED SCIENCE DATED 9/10/18.

    CONSIDERED A BINDING AGREEMENT UPON SIGNATURE.

    CUSTOMER UNDERSTANDS THAT PRODUCTION IS NOT SCHEDULED UNTIL PAYMENT RECEIVED AND W9 (OR EQUIVALENT DOCUMENT) RETURNED.

    UPON COMPLETION OF THE EXTRACTOR BUILD, UNITED SCIENCE WILL NOTIFY THE CUSTOMER THAT THE UNIT IS COMPLETE. THE CUSTOMER HAS 5 WORKING DAYS TO ARRANGE FOR SHIPPING WITHOUT PENALTIES.

    CUSTOMER MAY PAY BY WIRE TRANSFER, CHECK, MONEY ORDER OR CASHIER'S CHECK. CONTRACT CAN BE ELECTRONICALLY SIGNED, OR PRINTED, FILLED OUT, SIGNED AND MAILED WITH PAYMENT.

    Links

    Wiring Instructions

     W9 Form

    
        	

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    	 	 Acceptance and Signatures
	Customer Contract Approval
	Organization	 	PerAspera Holdings Ltd.
	Name	 	Andrew M. Hale
	Title	 	CEO
	Date	 	05/14/2019
	 	 	 
	 	 	             /s/ Andrew M. Hale                                                            
	 	 	I have the authority to bind this company.
	 	 	 
	United Science - 500 Simmon Drive, Osceola, Wisconsin 54020, United States of America 
	Name	 	Nathan Thompson
	Title	 	CFO
	Date	 	05/14/2019
	 	 	 
	 	 	            /s/ Nathan Thompson                                                        
	 	 	 


     

     

    
        	

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    Terms and Conditions

     

    UNITED SCIENCE shall deliver UNITED SCIENCE Equipment and UNITED SCIENCE SOFTWARE (EQUIPMENT) to CUSTOMER according to the following terms:

    GENERAL

    In the event of any conflict or inconsistency between the terms and conditions of sale herein and the terms and conditions contained in CUSTOMER's order or in any other form issued by CUSTOMER, whether or not any such form has been acknowledged or accepted by United Science, United Science's terms and conditions herein shall prevail. No waiver, alteration or modification of these terms and conditions shall be binding upon United Science unless made in writing and signed by a duly authorized representative of United Science.

    Unless otherwise stated, United Sciences' quotation shall be null and void unless accepted by CUSTOMER within seven (7) days from the date of quotation. Unless otherwise stated in the quotation, quoted prices are subject to change by United Science with or without notice until CUSTOMER's acceptance. Prices are subject to correction for error.

    DELIVERY OF EQUIPMENT

    Equipment delivery date estimate will be provided to CUSTOMER upon receipt of payment. Delivery schedules are approximate and are based on prevailing market conditions applicable respectively at the time of United Sciences' quotation and United Sciences' acceptance of CUSTOMER's order. Delivery shall also depend on the prompt receipt by United Science of the necessary information and deposit. United Science may extend delivery schedules or may, at its option, cancel CUSTOMER's order in full or in part without liability other than to return any deposit or prepayment which is unearned by reason of the cancellation.

    Delivery will be EX WORKS from UNITED SCIENCE's offices in St. Croix Falls, Wisconsin. All transportation, shipping and handling, insurance and customs charges and/or fees shall be paid by CUSTOMER;

    
        	

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    If applicable, CUSTOMER is responsible for providing the name of a customs agent for international delivery;

    Delivery to a common or licensed carrier shall constitute delivery to CUSTOMER, and all risk of loss or damage in transit is CUSTOMER's responsibility. CUSTOMER is responsible for obtaining any insurance covering the Equipment while the Equipment is in transit; and

    Upon unit completion, the CUSTOMER is notified by the factory. CUSTOMER MUST PAY THE REMAINING AMOUNT ON THE INVOICE WITHIN 5 WORKING DAYS OF NOTICE OF COMPLETION.  IF CUSTOMER DOES NOT PAY, CUSTOMER will forfeit their deposit.

    UNITED SCIENCE will store the Equipment for up to fifteen (15) business days after the Equipment is ready to be shipped. If CUSTOMER requires UNITED SCIENCE to store the Equipment for longer than this fifteen (15) business day period, CUSTOMER shall pay to UNITED SCIENCE an Equipment storage fee of One Hundred Fifty and 00/100 Dollars ($150) per day  until the Equipment is shipped to CUSTOMER. If CUSTOMER has not taken delivery of the Equipment within one hundred twenty (120) days of the Equipment being ready for shipment, CUSTOMER will forfeit their deposit and UNITED SCIENCE may dispose of the Equipment  without any liability or responsibility.

    CUSTOMER FACILITIES INSPECTION

    Within five (5) business days of signing this Agreement, UNITED SCIENCE will provide  CUSTOMER installation requirements documentation ("Installation Documentation") for UNITED SCIENCE EQUIPMENT;

    Prior to the shipping the Equipment to CUSTOMER's Facility, CUSTOMER shall perform a pre-site inspection. CUSTOMER shall verify in writing that the criteria set forth in UNITED SCIENCE Installation Documentation has been met by signing and returning the site inspection checklist (the "Signed Checklist"). This inspection will check the work site for the appropriate space, electrical, HVAC, and other miscellaneous infrastructure required for the Equipment to function properly.  This inspection shall serve as a guide for the CUSTOMER and UNITED SCIENCE  assumes no liability if the work site does not meet the necessary requirements; and

    
        	

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    UNITED SCIENCE assumes no responsibility for third-party equipment installation and is not responsible for inadequate facilities or equipment misuse.

    FACTORY ACCEPTANCE TESTING (FAT) OF EQUIPMENT AND SOFTWARE

    Factory Acceptance Testing will be made available to the CUSTOMER on a date mutually agreeable to CUSTOMER and UNITED SCIENCE by UNITED SCIENCE. CUSTOMER will schedule three hours to conduct Factory Acceptance Testing at the UNITED SCIENCE facility prior to shipment;

    CUSTOMER is responsible for all travel & conveyance costs;

    Factory Acceptance Testing will cover safety device testing, warning device testing, and operational device testing. Test plans are available upon receipt of a purchase order; and

    Documents delivered during FAT will include user's manual, installation and operational qualification documentation, installation drawings, factory acceptance test protocols, parts list, maintenance protocols, packing list and appropriate diagrams.

    FACTORY TRAINING

    UNITED SCIENCE agrees to train CUSTOMER on safety and operation of the equipment at its factory. Training of at least one (1) full day will be provided with CUSTOMER. The date for this training will be agreed prior to delivery of the Equipment;

    UNITED SCIENCE shall provide up to two days of additional training, at CUSTOMER's request, at a cost of One Thousand and 00/100 Dollars ($1,000) per day;

    This training will cover the operation, maintenance, and troubleshooting of the Equipment and Software; and

    Any consulting services provided by UNITED SCIENCE are considered separate from training on the Equipment.

    
        	

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    SITE ACCEPTANCE TESTING

    At the option of the CUSTOMER, CUSTOMER may pay for site acceptance testing. A test plan is available to the CUSTOMER upon request.  If the CUSTOMER chooses a SAT, CUSTOMER must review the test plan and accept the test plan in writing before the unit is shipped. SAT testing is not commissioning and no production will be conducted during SAT; and

    Upon SAT acceptance at CUSTOMER site, CUSTOMER will deliver signed SAT and installation documentation to UNITED SCIENCE, to obtain warranty coverage.

    INSTALLATION

    Unless otherwise expressly stipulated, the goods shall be installed by and at the risk and expense of CUSTOMER. In the event that UNITED SCIENCE is requested to perform the installation, UNITED SCIENCEs' responsibility shall be limited to exercising that degree of skill customary in the trade in installations of the same type. CUSTOMER shall remain responsible for all other aspects of the work including compliance with the local regulations. If the facilities do not conform to the requirements in the signed checklist causing delays in installation, then CUSTOMER shall compensate UNITED SCIENCE at its daily rate of Two Thousand and 00/100 Dollars ($2,000) USD per day plus travel expenses.

    CANCELLATION OF ORDER

    Upon & after (only after) UNITED SCIENCE's receipt of down-payments from CUSTOMER, the contract can be canceled only with each party's written consent and upon terms that will compensate and indemnify UNITED SCIENCE against loss and costs incurred, and providing a  fair profit to UNITED SCIENCE for work UNITED SCIENCE has performed under this Agreement.  In the event of early termination or cancellation by CUSTOMER before 100% of the purchase price has been paid, UNITED SCIENCE shall be entitled to retain: (i) all fees paid through the date of termination; and (ii) all rights to and shall not be required to deliver, any partially completed Equipment or Consulting or any part thereof, notwithstanding the fact that CUSTOMER shall compensate and indemnify UNITED SCIENCE as set forth below.

    RETURNS

    CUSTOMER returns must be authorized in advance and in writing by UNITED SCIENCE. CUSTOMER is responsible for all return shipping costs. UNITED SCIENCE will issue refund payments within five (5) business days after UNITED SCIENCE has received return goods and inspected them for condition and content. Initial deposits for the construction of the machine and consulting are non-refundable. Refunded payment will be less any applicable restocking fees and other reasonable out-of-pocket costs incurred with replacement of missing components and refurbishment of used components.

    
        	

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    DISCLAIMERS AND LIMITED WARRANTY

    CUSTOMER must be paid in full on all invoices related to shipping, installation and signed documentation to obtain factory warranty coverage.

    UNITED SCIENCE warrants to CUSTOMER (i.e., the original purchaser of Equipment and Software) that for the Warranty Period (as defined below), the Equipment and Software will be free from defects in workmanship (the "Warranty"). The Warranty is subject to the proper installation, operation, and maintenance of the Equipment by CUSTOMER in accordance with the installation instructions and the operating manual supplied to CUSTOMER. Warranty claims must be made by CUSTOMER in writing within ten (10) days of the manifestation of a problem, or the CUSTOMER's knowledge of a defect. If CUSTOMER submits a warranty claim and it is determined by UNITED SCIENCE that such claim is not due to a defect in EQUIPMENT, workmanship or installation, CUSTOMER shall be responsible for paying UNITED SCIENCE its out-of-pocket expenses (as well as any shipping and travel expenses) associated with UNITED SCIENCE responding to such claim;

    The "Warranty Period" begins on the date the Equipment is either delivered to a common carrier, or installed by UNITED SCIENCE at the Facility and continues for eighteen (18) months AND CUSTOMER is current on all outstanding invoices;

    Any repairs under this Warranty must be conducted by an authorized UNITED SCIENCE service representative at UNITED SCIENCE's cost and expense. If Warranty replacement parts are ordered, they will be shipped via normal ground transportation. Any other expedited shipping will be at the CUSTOMER's expense;

    
        	

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    Excluded from the Warranty are problems due to accidents and/or property damage, misuse, misapplication, gross negligence, storage damage, or modification to the Equipment or its components, unless such modification is authorized by or performed by, UNITED SCIENCE. All maintenance (other than Warranty repairs) and the cost of all consumables to be used with the Equipment shall be at CUSTOMER's sole expense. Certain third party portions of the Equipment may be covered by a separate written warranty from the manufacturer of such portion, which warranty may be passed through to CUSTOMER if permitted by the original warrantor, but UNITED SCIENCE shall NOT be responsible for any third party equipment;

    For components not supplied by UNITED SCIENCE, the original manufacturer's warranty shall apply to the extent assignable by UNITED SCIENCE. The obligation under this warranty is limited to the repair or replacement, at UNITED SCIENCEs' option, of defective parts provided that prompt notice of any defect is given by CUSTOMER to UNITED SCIENCE in writing within the applicable warranty period and that upon the CUSTOMER's return of the defective parts to UNITED SCIENCE or, if designated by UNITED SCIENCE, to the location where the works are made, properly packed and with transportation charges prepaid by CUSTOMER, an inspection thereof shall reveal to UNITED SCIENCE satisfaction that CUSTOMER's claim is valid under the terms of this warranty. CUSTOMER shall assume all responsibility and expense for dismantling, removal, re-installation and freight in connection with the foregoing. The same obligations and conditions extend to replacement parts furnished by UNITED SCIENCE here- under. UNITED SCIENCE does not assume liability for installation, labor or consequential damages. UNITED SCIENCE makes no warranty other than the one set forth herein. All other warranties, legal, expressed or implied, including but not limited to any expressed or implied warranty of merchantability, of fitness for the intended use thereof or against infringement are hereby expressly excluded.

    UNITED SCIENCE does not authorize any person or party to assume or create for it any other obligation or liability in connection with the Equipment except as set forth herein;

    In the event of a return or cancellation, CUSTOMER shall not disparage UNITED SCIENCE in any way; and

    The Warranty covers all parts and labor.

    
        	

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    LIMITATION OF LIABILITY

    IN NO EVENT SHALL UNITED SCIENCE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, REVENUE, OR USE INCURRED BY CUSTOMER OR ANY THIRD PARTY, ARISING IN CONNECTION WITH THIS AGREEMENT OR WITH THE USE OF OR INABILITY TO USE THE EQUIPMENT FURNISHED UNDER THIS AGREEMENT, WHETHER IN AN ACTION IN CONTRACT, OR TORT, OR OTHERWISE EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, UNITED SCIENCE'S AGGREGATE LIABILITY FOR DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE EQUIPMENT SHALL IN NO EVENT EXCEED THE PURCHASE PRICE OF THE EQUIPMENT RECEIVED, UNLESS SUCH DAMAGE IS CAUSED BY THE NEGLIGENCE OR WILLFUL MISCONDUCT OF UNITED SCIENCE. THE PROVISIONS OF THIS AGREEMENT ALLOCATE THE RISKS BETWEEN UNITED SCIENCE AND CUSTOMER. UNITED SCIENCE'S PRICING REFLECTS THIS ALLOCATION OF RISK AND BUT FOR THIS ALLOCATION AND LIMITATION OF LIABILITY, UNITED SCIENCE WOULD NOT HAVE ENTERED INTO THIS AGREEMENT.

    THE EXPRESS WARRANTY ABOVE IS EXCLUSIVE AND IN LIEU OF ALL OTHER INDEMNITIES OR WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND IS IN LIEU OF ANY AND ALL OTHER OBLIGATIONS OR LIABILITY ON UNITED SCIENCE'S PART. NOTWITHSTANDING ANY APPLICABLE LAW TO THE CONTRARY, THE PARTIES EXPRESSLY AGREE THAT UNITED SCIENCE'S MAXIMUM LIABILITY FOR BREACH OF SUCH EXPRESS WARRANTY SHALL NOT EXCEED, AND CUSTOMER'S SOLE REMEDY IS EXPRESSLY LIMITED TO, EITHER (AT UNITED SCIENCE'S SOLE OPTION): REPAIR OR REPLACEMENT OF THE DEFECTIVE PART OR EQUIPMENT, OR UPON MUTUAL AGREEMENT RETURN OF THE EQUIPMENT ACCORDING TO THE RETURN POLICY ABOVE; AND SUCH REMEDY SHALL BE CUSTOMER'S ENTIRE AND EXCLUSIVE REMEDY.

    NON-DISCLOSURE

    By virtue of this Agreement, CUSTOMER may have access to information that is specifically marked "Confidential" by UNITED SCIENCE ("Confidential Information"). Confidential Information shall include, but not be limited to, the terms and pricing under this Agreement, the technical and other specifications for the Equipment, methods, SOPs, parameters and procedures that were sourced from United Science, formulations, packaging, suppliers, any software or firmware associated with the Equipment, and all information clearly marked as confidential.

    
        	

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    Except for the express written consent of UNITED SCIENCE, CUSTOMER agrees not to disclose the Parameters provided by UNITED SCIENCE to any persons or entities. CUSTOMER will not make or cause to be made, any copies, facsimiles or other reproductions and to use all other reasonable means to maintain the secrecy and confidentiality of the Parameters provided by UNITED SCIENCE. Parameters herein refer to the Standard Operating Procedures used to create distillate.

    Confidential Information shall not include information that: (a) is or becomes a part of the public domain through no act or omission of CUSTOMER; (b) was in the CUSTOMER's lawful possession prior to the disclosure and had not been obtained by CUSTOMER either directly or indirectly from the disclosing party; (c) is lawfully disclosed to the CUSTOMER by a third party without restriction on disclosure; or (d) prior to receiving the confidential information, was independently developed by CUSTOMER. CUSTOMER agrees to hold Confidential Information in confidence during the term of this Agreement and for a period of five years after termination of this Agreement. CUSTOMER agrees that unless required by law, it shall not make Confidential Information available in any form to any third party or to use Confidential Information for any purpose other than the implementation of this Agreement. CUSTOMER agrees to take all reasonable steps to ensure that Confidential Information is not disclosed or distributed by its employees, representatives or agents in violation of the terms of this Agreement.

    NON-CIRCUMVENTION

    Absent prior written consent from UNITED SCIENCE, the CUSTOMER shall not, directly or indirectly, individually or with any other person or entity(ies): (a) negotiate, consummate, contact directly or engage in any business transaction involving the Company's primary business of equipment production, filter production, sorbent production, extraction consulting, lab engineering, lab setup, and manufacturing design; (b) attempt to bypass, interfere with, avoid ("Circumvent"), or permit or cause any related parties of the CUSTOMER to Circumvent any obligations hereunder; (c) Circumvent the rights, interest, or relationship of UNITED SCIENCE in any manner including without limitation actions that would exclude, change or decrease compensation to UNITED SCIENCE, or (d) interfere with the continuance of any contractual relationship between UNITED SCIENCE and any disclosed business contact.

    
        	

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    NON-SOLICITATION

    During this Agreement, and for a period of five years immediately following the termination or expiration of this Agreement, CUSTOMER agrees not to solicit or induce any employee or independent contractor of UNITED SCIENCE to terminate or breach any employment, contractual or other relationship with UNITED SCIENCE.

    GOVERNING LAW

    This Agreement, the Sales Order, and all matters arising out of or relating to this Agreement, shall be governed by the laws of the State of Minnesota (exclusive of conflict of laws principles), and shall be deemed to be executed and performed in Hennepin County, Minnesota.

    Any legal action or proceeding relating to the Equipment, this Agreement or otherwise arising between the parties shall be instituted solely in a state or federal court in Hennepin County, Minnesota. UNITED SCIENCE and CUSTOMER agree to submit to the exclusive jurisdiction of, and agree that venue is proper in, these courts in any such legal action or proceeding.

    DISPUTE RESOLUTION; BREACH

    In the event of any uncured breach of its obligations under this Agreement which continues after thirty (30) days after receipt of written notice of the breach pursuant to this Agreement, the non-breaching party shall be entitled to receive all attorney's fees and costs, incurred by the non-breaching party, including, without limitation, all fees and costs incurred in any appeal, in any bankruptcy proceeding and in the collection of any judgment or arbitration award rendered pursuant to the dispute resolution processes described below.

    
        	

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    NEGOTIATION

    A. The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement promptly by negotiation between executives who have authority to settle the controversy and who are at a higher level of management than the persons with direct responsibility for administration of this Agreement. Any party may give the other party written notice of any dispute not resolved in the normal course of business. Within 15 days after delivery of the notice, the receiving party shall submit to the other a written response. The notice and response shall include with reasonable particularity (a) a statement of each party's position and a summary of arguments supporting that position; and (b) the name and title of the executive who will represent that party and of any other person who will accompany the executive. Within thirty (30) days after delivery of the notice, the executives of both parties shall meet at a mutually acceptable time and place;

    B. Unless otherwise agreed in writing by the negotiating parties, the above-described negotiation shall end at the close of the first meeting of executives described above ("First Meeting"). Such closure shall not preclude continuing or later negotiations, if desired;

    C. All offers, promises, conduct and statements, whether oral or written, made in the course of the negotiation by any of the parties, their agents, employees, experts and attorneys are confidential, privileged and inadmissible for any purpose, including impeachment, in arbitration or other proceeding involving the parties, provided that evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its use in the negotiation;

    D. At no time prior to the First Meeting shall either side initiate an arbitration or litigation related to this Agreement except to pursue a provisional remedy that is authorized by law or by JAMS Rules or by agreement of the parties. However, this limitation is inapplicable to a party if the other party refuses to comply with the requirements of Paragraph (a) 5 above; and

    E. All applicable statutes of limitation and defenses based upon the passage of time shall be tolled while the procedures specified in Paragraphs (a) and (b) above are pending and for 15 calendar days thereafter. The parties will take such action, if any, required to effectuate such tolling.

    
        	

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    If the matter is not resolved by negotiation pursuant to paragraphs (A) through (E) above, then the matter will proceed to mediation as set forth below.

    MEDIATION

    1. The parties agree that any and all unresolved disputes, claims or controversies arising out of or relating to this Agreement shall be submitted to JAMS, or its successor, for mediation in Hennepin County, Minnesota. If the matter is not resolved through mediation, then it shall be submitted to JAMS, or its successor, for final and binding arbitration pursuant to the clause set forth in the Arbitration provision below;

    2. Either party may commence mediation by providing to JAMS and the other party a written request for mediation, setting forth the subject of the dispute and the relief requested;

    3. The parties will cooperate with JAMS and with one another in selecting a mediator from the JAMS panel of neutrals and in scheduling the mediation proceedings. The parties agree that they will participate in the mediation in good faith and that they will share equally in its costs; and

    4. All offers, promises, conduct and statements, whether oral or written, made in the course of the mediation by any of the parties, their agents, employees, experts and attorneys, and by the mediator or any JAMS employees, are confidential, privileged and inadmissible for any purpose, including impeachment, in any arbitration or other proceeding involving the parties, provided that evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its use in the mediation.

    If the matter is not resolved by mediation pursuant to paragraphs 1 through 4 above, then the matter will proceed to final and binding arbitration as set forth below.

    ARBITRATION

    Either party may initiate arbitration with respect to the matters submitted to mediation by filing a written demand for arbitration at any time following the impasse of the mediation, the "Earliest Initiation Date." The mediation may continue after the commencement of arbitration if the parties so desire. At no time prior to the Earliest Initiation Date shall either side initiate an arbitration or litigation related to this Agreement except to pursue equitable relief unavailable in arbitration from any court of competent jurisdiction in HENNEPIN COUNTY, MINNESOTA. However, this limitation in initiating the arbitration is inapplicable to a party if the other party refuses to comply with the requirements of Mediation Paragraph (c) above.

    
        	

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    The arbitration shall be administered by JAMS in HENNEPIN COUNTY, MINNESOTA, pursuant to its Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those Rules. Judgment on the Award may be entered in any court of competent jurisdiction in HENNEPIN COUNTY, MINNESOTA. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of competent jurisdiction in HENNEPIN COUNTY, MINNESOTA.

    All applicable statutes of limitation and defenses based upon the passage of time shall be tolled until fifteen (15) days after the Earliest Initiation Date. The parties will take such action, if any, required to effectuate such tolling.

    INTERIM RELIEF

    Either party may, without waiving any remedy under this Agreement, seek interim or provisional equitable relief from any court of competent jurisdiction.

    NOTIFICATION

    All notices, requests, demands and other communications made with respect to this Agreement or any other agreements executed in connection herewith shall be in writing, and personally delivered, sent by registered or certified mail (postage prepaid), by overnight carrier service, and shall be deemed to be effective on the day that such writing is delivered or, if given by certified mail, five (5) days after being deposited in the mail.

    TAXES

    Prices for Equipment specified herein are exclusive of taxes, including, without limitation, taxes on manufacture, sales, property, use and similar taxes on the manufacturing and sale of the Equipment. CUSTOMER agrees to pay such taxes directly whether imposed on CUSTOMER or imposed on Equipment or on CUSTOMER in connection with this sale. CUSTOMER agrees to pay all personal property taxes that may be levied against Equipment after the date of delivery.

    
        	

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    INDEMNITY

    Each party to this agreement shall indemnify, defend, protect, hold harmless, and release the other, its officers, agents, and employees, from and against any and all claims, loss, proceedings, damages, causes of action, liability, costs, or expense, including attorneys' fees and witness fees, arising from, or in connection with, or caused by, any act, failure to act, or negligence of such indemnifying party, to the extent limited in accordance with the laws of the State of Minnesota. This indemnification shall not be limited in any way, by any limitation on the amount or type of damages or compensation payable to, or for, the indemnifying party under workers' compensation, disability benefits, or other employee benefit acts."

    PROTECTION OF INTELLECTUAL PROPERTY

    All work product shall be considered Intellectual Property (IP). Intellectual Property shall mean proprietary information or confidential methods or know-how relevant to the Project which is in the possession of UNITED SCIENCE prior to the commencement of the Project or generated after commencement of the Project but independent of the Project. Such product remains property of UNITED SCIENCE, including, but not limited to ideas, inventions, improvements, discoveries, software design, software coding, charts, drawings, specifications, notebooks, tracings, photographs, negatives, draft or final reports, findings, recommendations, data and memoranda. Any Intellectual Property of UNITED SCIENCE is deemed CONFIDENTIAL.

    SOFTWARE AND CONSULTING LICENSE; DELIVERY OF SOFTWARE

    UNITED SCIENCE shall deliver the Software to CUSTOMER contemporaneously with the delivery of the workstations.

    For so long as this Agreement remains in force UNITED SCEINCE ("Licensor") grants to CUSTOMER, ("Licensee") a non-exclusive and non-transferable right to use the Licensed Software on the Designated Equipment and on a single Licensed Software Database located at the designated Production Site only for the specified Application which is Licensee's address reflected in these terms and conditions. Licensee may possess only the number of copies of any Licensed Software necessary for the type of use specified herein and may use such copies only in accordance with this Agreement. Licensor shall at all times retain ownership of all Licensed Software including any Documentation and any copies thereof.

    
        	

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    Licensor will deliver to Licensee, as soon as is practicable, the necessary password to enable Licensee to download from Licensor's website one machine-readable copy of the Licensed Software, along with one machine-readable copy of the Documentation. Licensee may not reproduce Licensed Software or Documentation except as expressly provided under this Agreement.

    Licensee may copy the Licensed Software and Documentation for backup or archival purposes provided that all titles, trademark symbols, copyright symbols and legends, and other proprietary markings are reproduced.

    Licensor grants and Licensee receives no other rights or licenses to the Licensed Software, derivative works (as defined in the United States copyright Act of 1976, Title 17 USC Section 101 et. Seq.), or any intellectual property rights related thereto, whether by implication, estoppel or otherwise, except those rights expressly granted in this Section.

    LICENSE RESTRICTIONS

    Licensee agrees that it will not itself, or through any parent, subsidiary, affiliate, agent or other third party:

    	sell, lease, license, sublicense, encumber or otherwise deal with any portion of the Licensed Software;
	except to the minimum extent necessary to comply with applicable law or legislation, decompile, disassemble, or reverse engineer any portion of the Licensed Software or attempt to discover any source code or underlying ideas or algorithms of any Licensed Software;
	create any Derivative Work based on the Licensed Software or any Licensor Confidential Information; and


    
        	

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    	use the Licensed Software to provide processing services to third parties, commercial timesharing, rental or sharing arrangements, or on a "service bureau" basis or otherwise use or allow others to use the Licensed Software for the benefit of any third party.


    Provide, disclose, divulge or make available to, or permit use of the Licensed Software by persons other than Licensee's employees who have signed a confidentiality agreement consistent with the terms and provisions herein, without Licensor's prior written consent;

    Use any Licensed Software, or allow the transfer, transmission, export, or re-export of any Licensed Software or portion thereof in violation of any export control laws or regulations administered by the U.S. Commerce Department, OFAC, or any other government agency. All the limitations and restrictions on the Licensed Software in this Agreement also apply to the Documentation.

    SUBSCRIPTION SOFTWARE

    (i) for single-seat licenses, only as necessary to use the Software on a UNITED SCIENCE provided workstation; and

    (ii) for client/server licenses, in a reasonable manner to ensure that the number of workstations does not exceed the number of workstations for which CUSTOMER have paid license fees. The Software is protected by the copyright laws of the United States and international treaties.

    SOFTWARE, DESIGNS, ENGINEERING, AND CONSULTING PACKAGE OWNERSHIP

    The Software, Engineering and Consulting Package information is licensed to CUSTOMER, not sold. Subject to the rights granted above, UNITED SCIENCE and the manufacturers of any third- party software included within the Software retain all right, title and interest in and to the Software. UNITED SCIENCE retains all right, title and interest in and to Software, Designs, Engineering and Consulting information and products. Use of the Software, design,

    Engineering and Consulting Package in conjunction with non-UNITED SCIENCE products or for other locations, other than those specified or certain UNITED SCIENCE' Partner product(s) authorized by UNITED SCIENCE, if any, is not licensed here under and is prohibited.

    
        	

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    SOFTWARE, DESIGNS, ENGINEERING AND CONSULTING PACKAGE TRANSFER

    This Agreement shall be assignable by UNITED SCIENCE. It shall not be assignable by CUSTOMER without the prior written consent of UNITED SCIENCE shall deliver the Software to CUSTOMER contemporaneously with the delivery of the LAB workstations.

    REPRESENTATIONS AND WARRANTIES OF SOFTWARE BY UNITED SCIENCE

    	Ownership
	Non-Infringement
	Documentation
	Viruses
	Warranty Period


    OWNERSHIP

    UNITED SCIENCE represents and warrants that UNITED SCIENCE is the lawful owner of the Software, that the Software has been lawfully developed by UNITED SCIENCE and UNITED SCIENCE has the right to grant CUSTOMER the rights to the Software, including the rights of access to and use of the Software, which it grants under this Agreement, without the consent of any other person or entity, and there is currently no actual or threatened suit or claim by any such third party based on an alleged violation of such rights by UNITED SCIENCE.

    NON-INFRINGEMENT

    UNITED SCIENCE represents and warrants that (a) UNITED SCIENCE is not subject to any obligation that would prevent it from entering into this Agreement, and UNITED SCIENCE's offer to provide the Software  to CUSTOMER and CUSTOMER's acceptance of such offer has in no  way caused or induced UNITED SCIENCE to breach any contractual obligation to any other person or entity, and (b) none of the Software provided by UNITED SCIENCE, nor the possession or use of any of the Software by CUSTOMER as contemplated by this Agreement, will infringe any patent, trademark or copyright right of any third-party, or contain confidential or proprietary material misappropriated by UNITED SCIENCE from any third-party, and that there is currently no actual or threatened suit against UNITED SCIENCE by any third party based on an alleged violation of such right.

    
        	

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    DOCUMENTATION

    UNITED SCIENCE represents and warrants that documentation will be delivered to CUSTOMER for the Software and it will be sufficient to allow a reasonably knowledgeable professional with experience or training in UNITED SCIENCE's products to maintain and support such Software. UNITED SCIENCE represents and warrants that the documentation for the Software will accurately describe in terms understandable by a typical end user the functions and features of such Software and the procedures for exercising such functions and features.

    VIRUSES

    UNITED SCIENCE represents and warrants that (a) it will ensure that no computer viruses, worms, Trojan horses or similar items are coded or introduced into the Software.

    WARRANTY PERIOD

    During the Warranty Period and for the term of any Software license agreement, UNITED SCIENCE represents and warrants that the Software shall (i) be free from defects in material and workmanship, (ii) remain in good working order under normal use, and (iii) function (A) properly and in conformity with the warranties herein, (B) in accordance with this Agreement and with the description, specifications and documentation, (C) on the hardware and system software designated or provided by UNITED SCIENCE, including updates or new releases to such hardware and system software, and (D) interface with other programs as required by UNITED SCIENCE.

    RIGHTS AND OBLIGATIONS; SERVICE AND MAINTENANCE

    UNITED SCIENCE warrants that each of its employees or subcontractors assigned to perform any work here under, and under any Software license agreement, shall have the proper skill, training and background so as to be able to perform in a competent and professional manner and that all work will be so performed.

    
        	

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    SOFTWARE MAINTENANCE

    During the Warranty Period and for the term of any Software license agreement, UNITED SCIENCE shall promptly notify CUSTOMER of any defects or malfunctions in the Software or documentation which it learns of from any source. UNITED SCIENCE's obligation hereunder shall not be deemed to affect any other liability which it may have to CUSTOMER.

    UNITED SCIENCE shall provide CUSTOMER, without additional charge, copies of the Software and documentation revised to reflect any enhancements to the Software made by UNITED SCIENCE during the Warranty Period and the term of any Software license agreement. Such enhancements will be deemed to include all modifications to the Software which increase the speed, efficiency or ease of operation of the Software, or add capabilities to or otherwise improve the functions of the Software.

    During the Warranty Period, UNITED SCIENCE shall provide to CUSTOMER, without additional charge, all reasonably necessary telephone or written consultation requested by CUSTOMER in connection with its use and operation of the Software or any problems therewith. Telephone consultation shall be requested and provided only during the UNITED SCIENCE's normal business hours and CUSTOMER shall pay all long distance telephone charges in connection therewith.

    INDEMNITY

    CUSTOMER may not use the software, design, engineering or consulting package for any  purpose beyond the scope of the license granted in this Agreement. Without limiting the generality of the foregoing, CUSTOMER will not: (i) authorize or permit use of the software or consulting package by persons not authorized to do so; (ii) market or distribute the Software or or consulting package; (iii) assign, sub-license, sell, lease or otherwise transfer, convey or pledge as security or otherwise encumber, UNITED SCIENCE's rights under the license granted in above; (iv) use the Software or consulting package in any time sharing, subscription, rental or service bureau arrangement, including, without limitation, any use to provide services or process data for the benefit of, or on behalf of, any third party; (v) modify the Software or consulting package; (vi) combine or integrate the Software or consulting package with hardware, software or technology not provided to CUSTOMER by UNITED SCIENCE; (vii) disassemble, reverse engineer (unless required by law for operation) or otherwise attempt to obtain or perceive the source code from which any component of the Software or consulting package is compiled or interpreted, and CUSTOMER hereby acknowledge that nothing in this Agreement shall be construed to grant CUSTOMER any right to obtain or use such source code or information; (viii) disclose the results of any benchmark tests run on the Software or consulting package (whether or not the results were obtained with assistance from UNITED SCIENCE) to any party; or (ix) make copies of the Software or consulting package other than a reasonable number of copies solely for archival purposes, provided that CUSTOMER reproduce and include UNITED SCIENCE copyright notices.

    
        	

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    ASSIGNMENT

    It is understood and agreed that the provisions of the UCITA do not apply to this Agreement and the license contained herein.

    CUSTOMER may assign this Agreement to any subsidiary or affiliate or entity owned or controlled by CUSTOMER as part of the sale of that part of its business which includes the EQUIPMENT, or pursuant to any merger, consolidation or other reorganization, without UNITED SCIENCE's consent, but shall provide written notice to UNITED SCIENCE. UNITED SCIENCE may assign this Agreement and shall provide written notice to CUSTOMER of any such assignment. Any assignee of either party, if authorized here-under, shall be deemed to have all of the rights and obligations of the assigning party set forth in this Agreement. It is understood that no assignment shall release the assigning party from any of its obligations here-under.

    AUDIT RIGHTS/QUARTERLY REPORTS

    Licensee shall keep and maintain full, accurate and detailed records regarding its obligations under this Agreement and the number of Subscribers of the Licensed Software Database. Licensor or its representatives shall be entitled to review and audit such books and records and/or Licensee's compliance with the provisions of this Agreement from time to time during normal business hours by providing written notice to Licensee at least ten (10) business days prior to such audit. If any such audit reveals a deficiency in any amounts due to Licensor hereunder, Licensee will immediately pay such amounts as are required to re-establish compliance with the terms of this Agreement.

    
        	

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    CONFIDENTIALITY

    Each Party acknowledges that the Confidential Information constitutes valuable trade secrets and each party agrees that it shall use the Confidential Information of the other party solely in accordance with the provisions of this Agreement and it will not disclose, or permit to be disclosed, the same directly or indirectly, to any third party without the other party's prior written consent. Each party agrees to exercise due care in protecting the Confidential Information from unauthorized use and disclosure. However, neither party bears any responsibility for safeguarding any information that it can document in writing (i) is in the public domain through no fault of its own, (ii) was properly known to it, without restriction, prior to disclosure by Disclosing Party, (iii) was properly disclosed to it, without restriction, by another person with the legal authority to do so, (iv) is independently developed by Receiving Party without use or reference to Disclosing Party's Proprietary Information or (v) is required to be disclosed pursuant to a judicial or legislative order or proceeding; provided that, to the extent permitted by and practical under the circumstances, Receiving Party provides to Disclosing Party prior notice of the intended disclosure and an opportunity to respond or object to the disclosure or if prior notice is not permitted or practical under the circumstances, prompt notice of such disclosure.

    In the event of actual or threatened breach of the provisions of this Section, the non-breaching party will be entitled to immediate injunctive and other equitable relief, without bond and without the necessity of showing actual damage.

    MISCELLANEOUS

    In the event any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions of this Agreement will remain in full force;

    The waiver by either party of any default or breach of this Agreement shall not constitute a waiver of any other or subsequent default or breach. Except for actions for non-payment or breach of UNITED SCIENCE's proprietary rights, no action, regardless of form, arising out of or in connection with this Agreement may be brought by either party more than one year after the cause of action has accrued;

    
        	

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    UNITED SCIENCE and CUSTOMER are independent contractors; nothing in this Agreement shall be construed to create a partnership, joint venture or agency relationship between the parties;

    This Agreement constitutes the complete agreement between the parties with respect to its subject matter and supersedes all prior or contemporaneous agreements, understandings, representations, discussions, proposals, literature, and the like, written or oral. This Agreement may not be modified or amended except in a writing signed by a duly authorized representative of each party; no other act, document, usage or custom shall be deemed to amend or modify this Agreement. It is expressly agreed that the terms of this Agreement shall supersede the terms in any CUSTOMER purchase order or other ordering documents, if any;

    In any proceeding brought to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys' fees and costs incurred;

    This Agreement shall be construed as to its fair meaning and not strictly for or against either party. The parties arrived at the provisions in this Agreement after negotiation. If anything in this Agreement proves to be unclear or capable of being interpreted in different ways, the disputed term or condition shall not be construed against a party merely because that party drafted it;

    Neither party shall be liable to the other party for damages or losses, except for payment obligations, on account of failure of performance by the defaulting party if the failure is the result of an Act of God (e.g., fire, flood, inclement weather, epidemic, or earthquake), fear, possibility, war or act of terrorism, including chemical or biological warfare; labor dispute, lockout, strike, embargo; communication line, hardware or power failures; governmental acts, orders, or restrictions; failure of suppliers or third persons; nuclear or other civil or military emergencies; acts of legislative, judicial, executive, or administrative authorities; or any other reason where failure to perform is beyond the reasonable control, and is not caused by the negligence, intentional conduct or misconduct of the defaulting party, and the defaulting party has exercised all reasonable efforts to avoid or remedy such force majeure. The defaulting party must provide written notice of the force majeure event to the remaining parties within two (2) business days of such event;

    
        	

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    Except as provided herein, this Agreement is not assignable by either party;

    This Agreement may be executed in counterparts and by fax or electronic format; and

    A Business Day is any day other than Saturday, Sunday or U.S. federal holidays that banks in Hennepin County, Minnesota, are generally open for business.

    
        	

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