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HomeMy WebLinkAbout08-3929IN THE COURT OF COMMON PLEAS OF THE 9TH JUDICIAL DISTRICT OF PENNSYLVANIA RELINE AMERICA, INC., Plaintiff V. INFRATECH INDUSTRIES, INC., Defendant CUMBERLAND COUNTY CIVIL ACTION - LAW No. 6Y-3U / NOTICE You have been sued in court. If you wish to defend against the claims set forth in the foHowing pages you must take action within twenty (20) days after this complaint and notice are served, by entering an appearance personally or by attorney and filing in writing with the court your defenses or objections to the claims set forth against you. You are warned that if you fail to do so the case may proceed without you and a judgment may be entered against you by the court without further notice for any money claimed in the complaint or for any other claim or relief requested by the plaintiff. You may lose money or property or other rights important to you. YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE. IF YOU DO NOT HAVE A LAWYER OR CANNOT AFFORD ONE GO TO OR TELEPHONE THE OFFICE SET FORTH BELOW TO FIND OUT WHERE YOU CAN GET LEGAL HELP. PENNSYLVANIA BAR ASSOCIATION LAWYER REFERRAL SERVICE TELEPHONE: 1-(800) 692-7375 (PA ONLY) OR (717) 238-6715 IN THE COURT OF COMNKW PLEAS OF THE 9TH JUDICIAL DISTRICT OF PENNSYLVANIA - CUMBERLAND COUNTY RELINE AMERICA, INC., Plaintiff CIVIL ACTION - LAW V. INFRATECH INDUSTRIES, INC., Defendant COMPLAINT No. d S- 3 9'2? .l 7_ :? Plaintiff, Reline America, Inc., by and through its attorney, Joseph A. Macaluso, Esq., by way of complaint, complains of the defendant, Infratech Industries, Inc., and for a cause of action alleges: 1. Plaintiff, Reline America, Inc. ("Reline America"), is a Virginia corporation maintaining offices at 116 Battleground Avenue, Saltville, Virginia 24370, which owns an exclusive license to use, and to license others to use a highly sophisticated, technological, and innovative process and system (the "System") for the repair of sanitary sewer, storm sewer, and other non-pressure pipes using ultraviolet curing technology, involving specialized products and equipment for installing the products. 2. Defendant, Infratech Industries, Inc., is a Pennsylvania corporation maintaining its offices at 105 Texaco Road, Mechanicsburg, Pennsylvania 17050, engaged in the pipeline repair industry. 3. On or about August 10, 2007, defendant entered into a Non Exclusive System Integrator Agreement (the "Agreement") with Reline America, a copy whereof is attached hereto as Exhibit A, whereby defendant was authorized to purchase products and equipment from Reline America, and defendant was granted a license to use the System. 4. Defendant issued the following three (3) purchase orders to Reline America for the purchase of products and equipment: a) Purchase Order No. 251 dated March 1, 2007, for 2310 linear feet of 8" diameter pipe liner at the price of $27.00 per linial foot installed, for a total amount of $62,370.00, a copy whereof is attached hereto as Exhibit B; b) Purchase Order No. 252 dated March 23, 2007, for 365 linial feet of 8" diameter pipe liner at the price of $27.00 per linial foot installed, for a subtotal amount of $9,855.00, plus 274 linial feet of 10" diameter pipe liner at the price of $32.00 per linial foot installed, for a subtotal amount of $8,768.00, and for a total amount of $18,623.00 for Purchase Order No. 252, a copy whereof is attached hereto as Exhibit C; and c) Second Purchase Order No. 252, undated, for 51 feet of 8" diameter pipe liner at the price of $27.00 per foot installed, for a total amount of $1,377.00, a copy whereof is attached hereto as Exhibit D. 5. On or about April 25, 2007, Reline America shipped to defendant at its above- stated address, the products described in Purchase Order No. 251 as set forth in Parargraph 2. b) above, and the products described in Purchase Order No. 252 as stated in Paragraph 2. a) above, except 375 feet less pipeliner, for a grand total of $70,868.00, all as set forth in the invoice issued by Reline America dated April 25, 2007 (the "First Invoice"). A copy of the First Invoice is attached hereto as Exhibit E. 6. The terms of payment by defendant for the First Invoice were "net 30 days". 7. On or about July 31, 2007, Reline America shipped to defendant at its above- stated address, the products described in Second Purchase Order No. 252 as stated in Paragraph 4 above, for a total of $1,377.00, all as set forth in the invoice issued by Reline America dated July 31, 2007 (the "Second Invoice"). A copy of the Second Invoice is attached hereto as Exhibit F. 8. The terms of payment by defendant for the Second Invoice were "net 30 days". 9. On or about August 28, 2007, Reline America billed defendant at its above- stated address, for Phase I Training under Paragraph 7.1.1 of the Agreement, which was furnished by Reline America to defendant on August 13, 14, and 15, 2007, at the above-stated offices of Reline America in order for defendant to be granted a license to use the System, including labor in the amount of $4,125.00, liner materials in the amount of $3,277.00, training materials in the amount of $80.00, and meals in the amount of $80.00, for a total amount of $7,570.00 all as set forth in the invoice issued by Reline America dated August 28, 2007 (the "Third Invoice"). A copy of the Second Invoice is attached hereto as Exhibit G. 10. The terms of payment by defendarrtfor the Third Invoice were "net 30 days". 11. Defendant has failed and/or refused to make payment to Reline America for the First Invoice, the Second Invoice, and the Third Invoice. 12. Paragraph 10.4 of the Agreement provides that: "10.4 Attorneys Fees. In any action or proceeding between the Parties as to any Dispute under this Agreement, whether by lawsuit, mediation, arbitration, administrative proceeding or otherwise (collectively the "Actions"), the prevailing party in such Actions shall be promptly reimbursed by the other Party for all costs in pursuing, defending and/or investigating such Actions, including all reasonable attorneys fees, court costs, expert fees and costs (collectively the "Attorneys Fees"Y' 13. It has become reasonably necessary for Reline America to engage an attorney to commence this action to recover the amounts due from defendant under the Agreement, Purchase Order No. 251, Purchase Order No. 252, and Second Purchase Order No. 252, and the First Invoice, the Second Invoice, and the Third Invoice. 14. There is no other proceeding pending involving the subject matter of this case and there are no other parties in interest. COUNTI BREACH OF CONTRACT 15. Reline America repeats and realleges the allegations of Paragraphs 1 through 14, inclusive, above, as though the same were set forth in extenso. 16. At all relevant times mentioned herein, Reline America has fully performed its obligations under the Agreement and pursuant to Purchase Order No. 251, Purchase Order No. 252, and Second Purchase Order No. 252, and Reline America has fully delivered all products and services ordered by defendant as set forth in the First Invoice, the Second Invoice, and the Third Invoice. 17. The products delivered by Reline America to defendant as described in the First Invoice, the Second Invoice, and the Third Invoice were in excellent and new condition without any defect. 18. Defendant has breached its obligations under the Agreement by failing and/or refusing to make payment for the products and services described in the First Invoice, the Second Invoice, and the Third Invoice. 19. The Agreement, together with Purchase Order No. 251, Purchase Order No. 252, and Second Purchase Order No. 252, and the First Invoice, the Second Invoice, and the Third Invoice, constitute a valid and fully enforceable contract. 20. Defendant is liable to Reline America for breach of contract. 21. Reline America is entitled to be put in the same position it would have occupied had the contract been performed. 22. Reline America has incurred damages as a direct result of the breach of contract, to wit, the loss of $70,868.00 on the First Invoice, and a loss of $1,377.00 on the Second Invoice, and a loss of $7,570.00 on the Third Invoice, plus legal fees and costs incurred to enforce the Agreement. WHEREFORE, Reline America demands judgment in its favor and against defendant for monetary damages, together with interest thereon, reasonable attorneys fees, and costs of suit, in an amount more than $25,000.00 and being more than the jurisdictional amount requiring arbitration referral by local rule, and for such other relief as the Court may deem proper. COUNT II PROMISSORY ESTOPPEL 23. Reline America repeats and realleges the allegations of Paragraphs 1 through 14, inclusive, above, as though the same were set forth in extenso. 24. The Agreement, together with Purchase Order No. 251, Purchase Order No. 252, and Second Purchase Order No. 252, and the First Invoice, the Second Invoice, and the Third Invoice, which required defendant to pay Reline America for the products and services it purchased, constitute promises which defendant should have reasonably expected to induce reliance upon by Reline America. 25. Reline America did in fact rely upon these promises by defendant, and Reline America did ship the products and render the services requested by defendant. 26. Defendant is estopped from denying the existence of the contractual agreement to pay Reline America for the products and services purchased by defendant. 27. Defendant has breached its obligations under the Agreement by failing and/or refusing to make payment for the products and services described in the First Invoice, the Second Invoice, and the Third Invoice. 28. Defendant is liable to Reline America for breach of contract. 29. Reline America is entitled to be put in the same position it would have occupied had the contract been performed. 30. Reline America has incurred damages as a direct result of the breach of contract, to wit, the loss of $70,868.00 on the First invoice, and a loss of $1,377.00 on the Second Invoice, and a loss of $7,570.00 on the Third Invoice, plus legal fees and costs incurred to enforce the Agreement. WHEREFORE, Reline America demands judgment in its favor and against defendant for monetary damages, together with interest thereon, reasonable attorneys fees, and costs of suit, in an amount more than $25,000.00 and being more than the jurisdictional amount requiring arbitration referral by local rule, and for such other relief as the Court may deem proper. COUNT III UNJUST ENRICHMENT 31. Reline America repeats and realleges the allegations of Paragraphs 1 through 14, inclusive, above, as though the same were set forth in extenso. 32. Reline America entered into the Agreement and shipped the products and rendered the services requested by defendant pursuant to Purchase Order No. 251, Purchase Order No. 252, and Second Purchase Order No. 252, and the First Invoice, the Second Invoice, and the Third Invoice, on the condition that defendant make the payments as shown in Purchase Order No. 251, Purchase Order No. 252, and Second Purchase Order No. 252, and in the First Invoice, the Second Invoice, and the Third Invoice. 33. Defendant has failed and/or refused to make payment to Reline America for the products described in the First Invoice, the Second Invoice, and the Third Invoice. 34. Defendant has received all of the products and services it requested as described in the First Invoice, the Second Invoice, and the Third Invoice, and defendant has derived a benefit from the products and services, and so defendant has been unjustly enriched. 35. Therefore, defendant must pay Reline America for the products and services purchased as described in the First Invoice, the Second Invoice, and the Third Invoice. WHEREFORE, Reline America demands judgment in its favor and against defendant for monetary damages, together with interest thereon, reasonable attorneys fees, and costs of suit, in an amount more than $25,000.00 and being more than the jurisdictional amount requiring arbitration referral by local rule, and for such other relief as the Court may deem proper. Respectfully Submitted, Jose h A. Macaluso, rsq. pre Court I.D. No. 38262 Aftbra4 for Plaintiff Reline America, Inc. P.O. Box 83 Orrstown, PA 1724 (717) 532-4832 FROM : FAX NO. Feb. 28 2007 01:46PM P10 VERIFICATION I, J• Midheel Buridtefd, vsf11y1 OW I sm th* Pfftido t of Relifw 00rPrO fl, l am audUmt ed to ? Y? on lts bel'teA, I # Virginia e?101'?b fl'led@ in the lf, efld th8t the *wegckV CompWM we true mid acxurt to to bad of pal kfuealt!sdge, if bm end u? to fry ? arcade a? pm"n off . C•S 4W4, ,„g to unerwomMloerion to .11 A aro.a: VZ7 3 og" CONFIDENTIAL NUN EXCLUSIV9 SYS'TIM IN'FZGRA'I'ORAGREENIYN7' fil1S NUN ILXCLUSIVK SYSTIM INTLGRA'I'OR AGREEMENT (thc "Agreemeat") is utwiu us us the Ella:tivu Uutu w( lotth ul the Adusawledgmeuls by soli betweam RFL.INE AMERICA, INC. ("KaUne", "We", "Us" and "Our") and dw italopaitkw wwua;wr idi mWed in Paagrpb I of the Schsdula of lafurusigiou attached hereto as Seiedule "A" ("Contraetur". "You", "Your" mil "Veers") 'P.rty" mere to Reline or Coulrauwr daspootively, ail "Parties" roMrv tolhwtively to Kekne and Cuuuactuf WI. Reline is the owner of an exclusive license to use, and licause others to urn, thin c rtuin Imo*%us, Unshod or vyvtam (us Ieniaaga won fully described. the "Speaar') for the repair of military sewer. turns water mad other a s -press re pip" ("Pipes") utilizing ultraviolet Ulu ("UV") osu* ("UV Curing Tedumsiev") of liSM hadesing liuara, abed liners, lsbnl linen, wsumodums. top Isla mud other ppursa mt'a Wotan that conforms to the inner periphery of Pipes ("1Las') in ougryrotiou with those other materials caul products; doaribal herein (collectively, the "Predusts") and the equipment dawrtbsd herein used for intA" such PtwllaNs (uoltsulivaly, Uw "igWperaat"),1111 ofwhioh ere oemponeots of the System, together with so "tawlectud Ptvperty a w" reldiug to auob Symout, wltiul, term includes, but is am limited to, aU patients, pmdiog or issued. oopyrights, trade marks, deign rdSbts, software, methods. formulas. know low. undo seerats and other oomfidw" infwmlatioo (tiolleutivoly, then 'Uesssed System"). The scope of tho L.ioss s id Symou and the typos of Prvdsim and Equipment rAbjw to thin Alpeameot may be distilled and/or suppleneuted hum time to fire try wriaw amaa4n Lima to Udu Awasmaint: R.Y. The ads and diatribtitmo of the Limned Symm's Products and Egwpmau is wmmpliahod thrucigli u uctwusk ul' specialized aompaoiol under oonOcact with Relins that ass appointed as nun exclusive system inkep stop (each. a " Syst inn Inlevatur" ); R"J. Sywmt Imtaglston are [squired to moss Wyh maaiardm of to" Wi uowpelawe and have prsomel with the required skittle end to w# to market geld it" Litim and other Products ublbuW the FgtupumW to order W repair the Pipes of third puny uu"utuuru wider conuaw wily web gyo m laftywcr (slob, a "Copse,"). W accordance with Section 3.2.9 hreot, as u coialitiwc of such stwoidmamt, System lWerislon are required and hereby agree that they and may of their AtEh" (dafined bocau) will not during div Tern of We A resmao4 ditoody or iodhn*, develop, immesh ure, pusvhrts, install or sell any system, Product and/or appitaau uliliriug cwv in Own products ("CUP") or say Whar room Whose product amfonns to the inner periphery of s Pipe that ctrapstes with Rahuo'v Liuosad Syd m or any of its tdotmd Products or Equipment (a 'Compedug Sysur'); R-4. CooaacWr dais to be appointed as a System hatspstur and dlsvukl itssll' W the pW'dwe and installation of Itoutw's Licensed Sydam's Produce and Equipment wAin the geographic ales (the "Tarrllery") mom paAdoukudy described in Paragraph Z ul' tho Schedule of InIbri etioo (tho "laformstlon SdittAW) attachmd to this AWV m=d as ScI sdde "A"; and R-S. 'Iba Pardee desire to inter into this Agreement in order to sot forth the terms anti ctrditioue ulxai which Couuautuf s ppOiuw"Rabito's ace ex "Yo System Im p*or in the Torritory. WITNIS8KTHi NOW, TNIRIFORI, in consideration of the mutual prcxniscs, pnmiscl, covcoants and conditions uuuluitod Iatroiu, dud owcr good and valuablm consideration, the receipt mad sufficiency of which is he mby soknowletlVd. thin Parties, wwassluig W be Igpoly IwuuJ, ague as Ibllows: I.l JaWdIM This Alpeemant, imohu isig the pPOinnmu se Rdius'e System liitagratur end We yrau of tlw Limited Liamee, " be sBsedw and shall oerfimw in full force and elltwt for an initial period of Seven (7) years txhm itociug with the Effeotive ode hereof (the "hMal lean"), un as sooner trrmiaued ptdtauam to Section 1 I Of this Agn meml. 1.2 XMkVgAU?M Upon expiration of Uw tWtid T'anu. the Asmomam may be mutually extended by Uw Packs for additional terms of Five (5) years each (mob. a "itaonral Two"); provided, should Reline decide cut W exism! the AWeemem boyvud the initial Term aNor deride to modify the tams and cooditioms of this Ayreemeet with tespeot lo mty such Rsoswd Tema, thou Ratite eludi provide Comrsow wdu m nodes of the anus at laat Nizo;W (90) dqa prior to the w* mti in of w In" Term of ally Renewal 'Iunu, as applicable. Each Renewal Temp shell be sub)" to the tams mill co;didoas of dus Agreamemt, a amended. 'Ibis Agrseneut "I a tommissaUy tarat"m at the and of the Initial Term or any Renewal 'frm ustesa ea or bdore this expiretl;n of mob'I'erm the Parties Cities low a written addendum coaGsming their mutual intandim to astoul the Agreement. Am used in this Agreement. "'firm" shall uoaw Unc InitialTerm and may Renewal Tarm. LI In ortlcr to iuduw Reline W appoint Cwauw Wr us a Systau uuuglsow. CouswAor has subtumod to Retires an application on oo;Wniag owleiu infonu.tiou about Connector that Relic. denims umus"ay to evaiuwo Contraw's "V W psrftrm the Armisit inoludiug inlbrmetio; ouuoemigL On owumship, mraysusat and liu""id ability ul Calow cur. Such irformauou, khYatlisr with oeruin eddida al uspesssdrticrt warranties and mquiresn". have ban made a pat of the - §01milule of FwaimW kbmdm (dw "PWWOW gsidse") ANAW W this Agre m al Y 41do" 'V. Ccriuwiwr has mviswsd Ulu Plases ial gohedab and repssamms and wanawi to Rahn diet the iwbmrtiwn contained therein; is aawuss-s sod uwuwt. 1110 11iwnuuiel Solwhile bras It material part of this Agreaawmt art has been relied upon by Rslisis in making the dwisiuu to WWI Cunluatw u, u Symons lalwo r. 1.4 4 ttbpv1 Wtalus, uWahlnillns, nauluttuns ow kuutetdwe Nei 1WUl al due Ag/ewlleill, Itetuw hasby a"Woo sad VAboli a CYWtrAw W ail a kewsil s will axduslvo SysNUI Wtypawr orate L uaeal yymmu is this 111ddwy "...v Ilr NO of Ito 00 -, QiVk&AkV'm @POW OW r a Synwlam kdowa r *A cane WOW Ib sapintwa err Mirmia lei ul Ully Aonsa liew. M KAW's oppo ell Iystaa Iaiwav, Cambeekr shall (a) be /rerlarl dr JAMWd Lfosns In aiutrtlarae with gaeltol I k~. (b) bow do $bay w pltn hw em Nelhu liar Muwu owl that are WOM W ad 6da jibed on w Pltmkwt 1,464 saw (Id tat w Oda e 1 of w hAwmNMw YdwAile, (a) a and war Mahwis "UWJrg die tlk?wayawd sal hauisJ t11M snlrr w is lr OW Iiw sf (Nskwurs kwwd Wi" IM IMrlumy; awl W) a"h Winer two awikorw ON l wwwLw w Neluw's NtNsrt ttYO, sdlrjssl kh cad wwYllwwl uytw, Cun4aAww'o 44M iwuyhrMhs with do wNwI Wft UwllMkwo, owl Ues kauk'litvu wi Iot1 lM tat WMII Wl/lrirllldrlnrJllJia It III/llllll '' % Nat &<afl dw S, fskm lnfe WWABnr+nau C0011712der• O? psw 2 of it Refine 11 j jNMA,(jMO {moo hereby its to Caohtclor, and CoatracWr acgpb, w?eCt b ter, conditions, loos and Use Restrictions contained in this Agreement, the following ttoubxdneiVa, QmIV frahie, rose tarnalolllblo Yahy free Bonner; during tlhe Tam of" Agreement (collectively, the "United Lieee me). The Limited Ucenses pmtd herein ahal! eemee upon the wrI adi n a tamhratwu of this Agmwnmt As used in the following Limited Licasem, de berm "Use" shell wean the utiPvatioe by Ca (teas r of the Licensed System (including, and limited to, those Products and Fquipmart purchased exclusively lions Reline that ale compooms of such licensed Systam) in the ruennQ described and restricted in this Agreement, and berg specifivmlly hated to Clea raeor's right to market Promote, purchase and utilise the Equipuet to usteU Linos rid other Products to tench the pipes of Customers located within the Territory; 3.1.1 1'mw t, WMe To Ilse T s...t..,t ft with oon•e disive, ace tramafoable and Wrol mblo myaky free license to Use die Licensed Syetrm during the Term of this Agreement with those Products and Equipment pmelea e l axohnively f ne Reim pursuant to this Apsmusa t; and 311 Lindew Licae_- To Use Trade .v„kL A non-exclusive, non-uumf nblo and tetmmeble royalty fi" license to Use Relines ttadm marks, trade tames and service narks telatirg to the Licensed System, the Products and/or the Equipment (oollactively, the "Frods Marls") dining the Term of this Agroanwat solely in cogjunction with the Limited License to Use the License! System set forth in Section 3. 1.1 above. 33 ankilda. Contractor slits Use the Licensed System and Trade Meeks as limited and restricted by the pro vtooas of thin Agreement far the exclusive Uso by COMMON with the Poodtros and Fgtdpseent purchased exclusively from Reline under ibis Agraememt Cmrume shall ensure that Coeunctor does not and will not employ Ilia Licensed Symm, &a products, the Squdpmatrt =&or the I imitd Licenses other then ee arpady stated in the Agrtsernent. In ad&dm to any odor restriction or himitatire net forth in this Alleviation. the Limited Liowses granted and implemented pursuant to this Seotiom 3 and Co mmolor's Use of the Products and Equipments abatl be restricted as follows (collectively, the "Use Restrictilluey. 31.1 Contactor shall not Use or otherwise utilize the Pr'oducb ad/or Equipment with any other UV Curing Techmology and/or Compelling Systmh other than the Licensed System (berms, an "Alsaeadve UV Coring 7isieelap "); 3.2.2 Contractor shall not Use or otherwise utilize the Limited Licenses accept as coupled with the Producb and Equipment purchased from Reline under this Agreement; 3.2.3 Contractor shall slot Use or otherwise utilize the Products and/or Equipment except w the asrrr ineonded and authorized by Reline n evidenced by Reline's wutten doceme to ioa including soy it"miom or training ma soh; or specifications, published Was literNtne or specific written responses to Coutrador s inquiries; 33.4 Contractor's Use of the Trade Marks shall always be aeeompsnid by tln appropriate 'rode Mark designation. Contractor agrees In comply wits any and all -rucuous from Reis regeediag the tree, plc a nom and dasip of the Trade Masks. contractor dell not Use Reline's Tndo Marks or any names closely resembling Re fine's Trade Make as pot of Comractur's corporation or business name or in any manner which Reline, in is sole discretion, may consider misleading or otherwise olljoctioosble, 3.2.5 At all times, Contractor shall have a minimum of One (1) 71rained lentallr whom tees acoesdypn, completed Systras Training lions Reline in accordance with Section 7 hereof for each set of installation Equipment purchased by Contractor from Reline pursuant to this Agreement; 33.6 Contractor shell not Use the Licensed System or otherwise utilize the Equipment to install Linen and other Producte in order to repair Pipes unless such repair work is pertoraued under the direct supervision of a Trained holder, 3.2.7 Contractor shell strictly amply with eaob of the Duties and Obligations set forth in Section 4 hereof; 33.5 Contractor shell not, directly or indirectly, sell tbo Products (otter than in ocmm alion with a sale for the repair of the Pipes of Cudomms located within the Territory) or sell to any other personerr redly or (ease, rest or otherwise allow sty Person or catity to Use or otherwise utilize the Equipment, incept to: (a) a party that is than o troatly a System httagrater in pod needing appointed by Reline whom is otherwise currently licensed by Reline to Use the Licensed System and Trade Marks with Reline's prior written coos" and subject to all Use Restrictions set forth in Secutio 3.2; or (b) Reline in socordaoce with Section 11.7.2 (the "Resale Ras+elions"); 3.2.9 Contractor (which, for purposes of this Section 31.9, shall include nay person or armly (defined below) with Cannacror). shall not Ajam ed lease, root or sell en during the Toren of this Agreement, thready or indirectly, develop, maou6a4ee, purchase, iesta{I. Y Wmme,1 or equipment thn competes with Reline's Licensed System err eery ofibiratted Products or Equipment, incl uittg, but not limited so. any Competing Systrn, Alternative U V Curing Toohodogy or Otherwise without gin obhitirg as prior written consent host Or Authorized Agent, which consent may be withheld in Our solo and absoltute disretim Thu restriction is worldwide mod includes Use Tamtory. As used in this Agreement, the term "Afftliate" or"AfBgelad" mromns any 1%9 onto which, directly, or indirectly, in santrollad is under Oormert control of, or controls Contractor or is controlled by the same entity as Comractor, J.2,IO Contractor dull not Use the Licensed System, the Products, the Equipment and/or the Limilod I4s war ameille of tin Territory without (feline's prior written consent pursuant to paragraph 3 of the Information Schedule (SaYNde "A"); 3.2.11 Contractor stall not change, tuodily, copy, deface, alter, reverse elgiaW. decompile or toppduoe the I.lesuasd gymen, the Tmk Marks, the IToduws a nd/ur the liquipacont hi any to umer without the prior written consent of Reline, which weiesm may Ise wllldwid In Relies nee wd alNelNle tliw etion; ILI) f'talkului dell own sublNeN,e or whin win grant or convey any rights with respect to the Licensed mymame, do halm stacks andis Me Llumwl Lhemws w shy tthat le,Nty, "JA In auewdarNe soils Mecthm I I I Iweol; Co uackr dell not assign dais Agreement or any part sinner 14 011 11 M Iwt lot WNW 111, I whMtwtm's appiotmrteen ea a &ya ws, hNegrlike I the Li tiled I.Icmos o or my rented rights herauaderl, to any WW Me1MO w 41" atllww to plat wtmms srseaw 4 of Iteilie, w1600h allewnt may be wltdww In Relim s's sole and absolute discretion; 11,11 ('ealkmWee dell cNel eke surulausy whsle essacy inntear WIYe'a riglns to de Licensed $yatem or Trarb of ow IIo ?lIIMI W do IA vloW Myataiu w hair Met he in othewin sdvo only mllhot to trek tenet p>tdaobW of Reli e's wMah Mlglas seta mwlWmbte Ira Custelow" doll su lathy volysly with ids terns of de Cosgdentimlih AgleemaW attached IMP 211k / New EsaytslveSyslan lntegrawAlraaeewt Caetrarxor / flares of 11 I[Ntwe to this Agrosmmu as Sdedule "C". Contractor still not claim soy rights under, or interests in. the e Trade Matta, ex a -P-IY pants! harsher. WConnactor becomes aware of any action by any m 4jasty which is imocmiatsmt with Retiae'a rigbb is and to the Licensed System or Trade Marts, or which could Jeopardize Relioe'a rights in and to the Linseed Syate or Trade Mans, or which may otherwise copses" a papal ina*cconat of Retina's tntolbcnui Property Rights, than Connector shall prompdy notify Reline of such action or inkrmeti ; mod 3.2.15 Except for she Limited Licemaa granted to contractor pursuant to this Section 3, Athos shall at all times retain fidi ownership interest is and to the Licensed System Development work (defined bdow) and all Cmfidantiet Information Godutdugg but not limits! W. any end all modifications or onhmocmmta made to the Licensed Synrm, the Products and/or Equipment) end in any and all Intullnnrd Pr"wV Rob (including. bit not limited to, all derivative rights and do right to derive. make. use and sell). All rights animated with she creation, devalopoo mt, modifiwtioa "or mhanaammt a and to the Liomeed 9ysMr. the Prodanta, Equipment, Sarni- or spry kvamioro, weeks of Mebombip. developments or other contn'buniors (collectively, to -00"bp ew Week") made or ailed by Redpant erd/or its Raprsa datives fdbwi% the Effective Date of this Agreement dull be the exclusive and perpetual property of Rehm Ths Portion admcwbdge that all Development Work made or created by Recipient and/or its Rapraenfativea shell be deemed to be a work made for him as defined in the Copyright Act of 1976, as amended, 17 U.S.C. 4101. As stay, all Development Work Shan be the eaoludvs and perpetud property of Reline and Retire dull have the right to use the Devdapment Work without poyment of royalties or odor cooaidem m to Recipient Recipient agrees that any D welopmed Work made or croded by Recipient or its Representatives, my, at Rslire's discretion and expense, be protected by patent, trade melt, copyright or similar law, and ownership of any rights Mining theraunder shell rennin the sole and exdmve properly of Retina Racipimt (and its Rep ossrtifives) irrevocably enigas to Rehm all right, tide and interest worldwide, including the copyright and all renewals. in the Dovelopmmt Work. During the Tatra of this Agmamat, upcm Our roqusut, You agree to furnish Us with a wnum onewnet, duly signed by You, that You: (1) remain fully band to the Use Restrictions ad loath above; and (2) know of oo circumatneen which have occurred or which, with the passage of tine may occu ,flat would violate Of otherwise bm" any of the foregoing Use Restriction (the "Written Aurraaceaw). You agree to dWiver to Us such WriCm Aagmmow within Ten (10) business days of Our request therefore. 0. D-dm Aai OhneatiM Of CaContrse WL Contractoraadmowladgas and agmw the strict compliance with the terms and conditions of" Agmmem is necessary for Contractor to nuicbin its appointment as a System Irtsgcntar. Without limiting the generality of the fa egoiog, Contractor egress to use its best efforts, and in good faith with due diligam to tatiafy each of the hollowing duties and obligations (codsatively, the "Dailies sad Obligations"): 0.1 lleadb, treat, package, transport, store Mellor dispose (collectively, "Handb" or "Hsnd9w) the products and Fquipmert Nriotly is accordance with: (a) all of Retina's written Handling inthtaticn or requirements iscludiog, but ant limited to: (1) any "'O'DII messauk (Y) MMUhMrsr's Safetyy Data Sheet ("MSDS"); and (M) Chemical Information Lies MM'); and (b) all applicable federal, stow or local laws messing to the Handling of the Products and Equipment, including, but sat fimiud to: (y any occupational safety and heahh laws, standards or regulations; and (ii) any environmental or hazardous substance laws. standards or regulations; 4.2 Msintam such marketing standards as are. in Rsline's view, appropriate, coacermng the high quality of Reline', Products and Equipment; 4.3 Promptly and effidwsly provido. a requirod, top quality installation and using only fully Trained Installers and Products and u i post-sale service to all Clstomera Eq pmeo supplied mcolusiv* by Reties; 4.4 Conduct its businaas at all times in strict compliance with all epplicablo laws, regulation and other governmental requitomante hereof; 4.5 Mate payments to Rcl= for the prclmae of Products and Equipment when and a required by Section 6 4.6 Empty and maimbin a aufficiag number of Trained Installers and campehso orbs and to lam P?riY and fidlY all of Comtraota'n duties, obhPbms Mel responsibilities under this Agreement Coobaeanginowing to 1o fi& l Reline es to all sigoi&ant agrecb of its porsormd policy related to the performance of this to l to be made Trained lnsbnets ' 0e?. for Shan number of par with MOM to such ? pursosot to Soctim 7 hereof; provided Contractor shall be ol sely respomabb far and have sob aushontto thority with and 4.7 Providing statistical data and other m1brmadoo to Reim regarding market treods and governmental, camroMCiel, industrial and Gm mcid activities or plans which would affm the We and/or wank . of Prodtwo; in the T,.tary, a wen as 1O . ? Rahm a Reline may finer time to time masonsbly request, and in any evert on a quarWy basin (dire "Qua ft* Reports). Cuetog,ers that included the Pr 9 "WWw V (a) sites to Customers initiated and concluded ("Salsa RR.r); (b) bids subs itled to Aedw (sad Tabulation Sheet"); (c) dm-Wt- of an salsa lends and mwkat % activity ("Mar&Mlag m"r (d deaaipOm of an maintenance performed on the Ecptipm? ("g7u?nat AWnaannloe Rapart"); (e) derailed Report'); anOf all technical d (n the BWAPNO prabilems encountered with the Licensed System and tel.ted Produwtis and Bquipmast (u7heh ad Probing, action funiobod by Reties andd"bee ret rneded byContractortotoo Relt min hereof rho required Quarterly Report cyan bur wban on farm. Thirty (30) days Ulowmg she and ofe sch quasar L p-tra ggk The Products and Equipment that am subject to this Agreement am Identified and dascribad on the Product Liar and Equipment list shot am made a part of the lnfornstiom Schsduk annchd to this • + ""M an red to me Life-d- Schedule is the at w a emao 8eyd t to o b A . In Recommended Tod List that enmtshas a fiat of Boob that recommended 6e used in ttheOOB(tlO0ti0O with do Products and Fqudpment (me °Rseomeaanded Teals"). Contractor's Use of" Products and Equipment is subject to ecntsimd m 8edion 3 horoof and oho Reads Restrictions WE fotsh in Section3.2.8 above and Section 11.7 below. PriessAnd Trma Of Sale 6.1 6.1.1 ZIMAMIL2aum Contractor shall purchase products, Equpnmt and/or request Reline to perform System Training or other Support services ("Swvlese") under this Agreem«u by Submitting; to Reties writsan the type and quantity of Products or Equipment to be pass orders that 4,0'" Deli / Purchased and/or Services to be pwbrmed together, with regeel ad very perfnrmaace dots (a "Purduae Ordoe). All Purchase orders are abject to the forms and conditions ass fern in the Any term or condition or standard of porfcrmenco diffiorent from or is addition to the Went and CGOWidans set form is this AgAgmenumL ramom, whether am forth on the Purchase Order ar otberwiee proposed by Cmuactor, must be accepted in writing, n advanos by Renee's Adhorizsd Agent. "his wcpresaly objects to, and rejects, eny other terms and conditions proposed by Contractor by way of AOdsom Order or New ,&yeth W" Sprtwa 10gfdlyr Arvsatfwa ilpnewpl, ?iI/7 pw r sty 11 X91ww Wiettwise, whirl; at 6OK mt ban or h addalosw w rlro max ned wtwwdiwiuw ml hilb i. trim A ,rout. ifiwr) fttdlaa't Audteriaod afo1 span r +xx?+i.aJ ?w Afaaf i¦ wrirxd• lwuarce of as Atw?cew,ladprrwr aiysod by Rai111e'. AreJ?at'i¦sd ASmI Danarrl 4, :+r,:hir e.:.1 Wk w d,w std wimaituta sob wulpt.ete. Catsrrulaa• syraeos drr Coarser vf't emlani?sttr, of a 1tiM14109 (>tdmr to k?liw ?Irul .wditew (:omwaaw'& mlaOWAM r of dr loon Sod curtdlit l W ftnth ban tJtia Agramm.[. All P"mbm Onkaa ago wl)iwr to the ,wwmrs ,J' w, Ackaawladp lent pumm to Sams 6.1.2 and am not fJ.wler uu RAW twlao wt Amknowlmilpa,eut la to iawal 4typra ( ? i? '9 trh (drv(re v1»dw• IM oT a F'etslrw Unkr, Kuluro will iwr. n writba a?brtw rot an •A lypa tatJh+r yureuty of f'rurlacW, Egtaiptunat or Swviuw fiaedtr dr IRalaf km (kikV ive ¦mttglad by aelra,a whmk or in Port, ut1, if wevpud, lM penal tiled will bo ubrgatl, wbaltw wow of all d1fdo regp¦wd Rt", ftlipowd of Sawtae, r glplF¦tlbk is in old& a Wwtwide available mod m cgimap when ilre R? um 4X86 Xvr"W's FFWAM f Ird? n W iuWmttlurly baetrm Arm aid vm Ailtim wiles?t w by 4aummoi¦lly wrmarld0 db%to Rq ¦d aooryrad PUvkm (Aden in alwil¦rnm Witt CASdrotar's n9vspet! dmliwy ,Lila; pan w", i. ,- ovwx will ftsth0 to o% WW b drip Jatedtma w P.gtdpmm it r mwww Ir vwiaml whir 1lotima'a Aw awmu nummebrtdrtal iaud tatty ragtinm¦ma AtirlewWommomo may mudWy Ow damdld 4wRS rd'tale ad payt¦ad¦ is Relim'¦ ¦ob due Aw pfevlded. any tech u illiA ?dion dill MWW WAY b, Ifni paalfsl¦f Prodaste ad pgWpmra that my dte OURS, of melt AcknowlwFyrrrnr. L1 Timp fwt au m and pries to b. akr,pwl Lf itaii,: ii. rimismaill 1W Conwoomoir are sat fw& vn Priee lid *m im r:rwl. a put of the u&rnwma S, "Lk. Ptwt w*, eg ap aw tuft yw*o tstarlwd b this Mndrrrt a? flmlmdtde "A Relit[ tmavee the orta le du¦ip tJr prima fur Raliuv'¦ Rotuma. Ctpwpnoat mass Svirmuw m agtl 4rsu tsill,wl prLu aakiioe. flrama(m utlNtv+ir prottidad in rwYfaa 6.?.•1 babes. prw:em br the earlo of Ptxtimam, iiqudp,wm .aJ duwiuw anso be iaw(kell nt ROW& errant pttaee in o4d V whtr lime of irpeal aw ,dw AdamtWiMww.k immamur w Somiar 6 1, 2 eouvo. i2.1 Th. Pant" Wmvilmdpa Eta c',k* u4w?, ywi?ll br wwbrnittimf; WJ. a tutus:. (w "ndn aed dal as ? part of mtri iI6 pan.,.,e,,l?y,, tedtmotof wW Oomm RON Mat film to flow it ?rrwa, at ublakt Iwwo to be ineladal m well 13?.1?4_.9t. ?110 prift mpplW" 0 all Rodw* E08powit and tS?m????i? m puahoW by CoMmum 9WI b wr AW*J in wuurJww will, S vWw (4Z atmwr, ""deal sad safer IEah ae'm Awlenwtl Ayad .,alma b C=tmdw a "iisowr IvAl,p,rr w;;Z:; widt this S.". 6.2.1 (a "A&A MQtaurt9, To be veiid dd wAmrob". a slid Qum move be ill wrltiug dead awW aiy¦d b), Rahw's AodkW and Aram. '[U priunwg cat s=, an aaa bid Quob WW he ballad by Reln?e a10?0 t.o? 1dw.. lallawhyraOhmamNm {a) no (ales Ih?a itluy (ed) ttt/yr alit tba tNw ut At OW ()dohs CJoaweau 6W haw k nW it wNd rlnm¦ uk?ao OWn ?t uutmmiutgi w_wWtn,?ntiel)y Ow mm typo mad ywrlilies of'Pndtdd fiaud u, IIm It(d Qlaw, Lqd?}(?b) Jai any sect, Ib pivive laws Ill „w, OUM aw.n aaly be is"vm few Prodnmm Go so &4W widuu Nkmy (40) rAym of tho dal of 9r DW Qnob, 6.3 All adled wt 1-06 lloiiuole teatwlbctuiey ylatw leased a I In deptoprtalad A4wo, ia1Ni1M, Vipamtt 20 70 ( a a") Cosr¦rror vW1 W wwrmwaaihle 6;r Aectirty the nrtist d of d0immy Aso dw Mean, arbutiap wilt erd pay* ad do"ay sad in¦raewa, tdtatgoa Relim &aR be rwptwwWa liar tawisum lbw IhtrdaWhomlimmat lv ¦esordmros will standard rneasttentwal pnutit a haduble fiw tna.%l umigioneLti . Cuutrwla' t4 rtain.rAble t"r any bpwW "Ing ma" evwerllot All (ednl, dda ad lass uam, uuwe or kwe mpwd in 9oar mtiar with Ise Palo and tW ivoky of 1%X"u. BQWwat ltd l+atwits¦ palmbawd WOW ili W n * dwll b¦ paid by C-01lfamfw (adbtntira)y, " (Fwaer") 'Ilan Wim kbw an all Bid t)tWim w(11 Ad Wathtdp inimom de lam IRalvde welivaW.Tow ed epmro Mwled we wiJimit a CulwdtWr'r YryNwr d uwi lams. rAc m xa Pk*%*d sad 6grpcmrat will ly Rd= m Confree w twwW tWo Ayommia meal per tic Crwww spm dafway ut des Pr4tra¦6qupam to Corarolwl spot or In a ttnriw fir dNlvey m (:anYSolor of Um 's Plus said Reline WWI rust be U" tar tcu, doby in fhllmnMM ar OWUPte ny Of tlm VVD&MUAkdlplaad MAW title bran psaaul. Reins wlwima a mWiy ink"m kt 14talttras. P.yaipatmf std pnwmvda or auel hrodswµs sad {lgaipateat WWI tM NNw price 1w bem pert in full. Commm,,r duwY n.,aw .rw.lt rbommerte vs eK ,ewruwaty to OMMIwlr snob waomdly irrttvwx it m4 by Retires. (.,w,lncror up-O" ro aaaraim Froduaa rd 90pwswtr ttpmo receipt twat mko t: Wa ftor only dur V or dn'taya of'tiuJtue dad Hgrtipmrd upwl dltymleai, Atly eleiate nude mtler Tou (10) (*1 from tko daw oi,iMMMI KM I dime's PWH dM ant be hhwd. 141 ??w?aS?plww Ilpm ia.watq M R«iitu t,l'r. A,;bufwtwlba,rwnr pwswwwr n, ?ihYlUn 6 1.2 hareuf, Ctmlreetrr'a Pwdli ae m t1vt11 arkudkk&O hi mm 11110 arm Sou aaaoMMa, ibr amy mwo. 'No 4DPliralwle iwtw A. dw Frodua, &PIP W taailw i,ayr?vion ¦p (btll an dr Pv mbe W" dw jr au11I¦at ro Repar'm A*rWwlv6patrat shall b IWAMI bon don.aW !avails t arsavpw 'v wnlarmM eOwealpfanae at' Ihtrdtrsalm lwiak rr %MWIIOANI w relm dkrlimn of way F'at mpt lkdw to pwuruww h ndtwwiRgeiptueat shmll autlde RAW to IwoNr, ie et OOD to only hrAmw dam #" awed by ('otxtuator's wiQl4w sm) OvAiftwo, cmodmliou ur upD"10a, tba ywatirae pimm of 4utlt litodwil/Equilm" Svbjefd W iymcta+u C-1 $Wv% nod trAw vlhdrtYgw mt flush its dw aptdicnble Ardsaowk4mim Isrlad by tmrtu of fwYWAK fix bath AWO!" rid Eyrgwtwet puntta?vJ by CrxaomtW ptanOM w, ebb Ap rwtrtt mh¦d be My Viral (M) of dal aWlicabb pun at tha two RA6 luxeso au Aekaawia4ffiNA u wall um wv*m" F'(1 [tWA* (30%) dw pier to abitrtard POU fhM Noline'A Plot. If paypeM is 410 d. atN made at the ttarc of Idlsplllall( and uulwatdher wit as &A iu Ire pphomWe Advmwlaip WawM iaMl b! Relhr,1401 dal Irrylaw i. trau awl ftwl in tbm piaarciel Solswok (Seba bdia ^b"'t W140 apply. 7.1 Lks,iay thm'fmnn of tYm Ayraemmw, to r costditiat of Cuaifecw 'r N'F'r, taxwsa lam r(vlirr'e Sk"m W1[rrttbr rod 6. prrwi a1 ttw flstiwd Nowws to use (bo Lksawd Sy"14 can amt is rrtyttited It, Ismail, itelioe lu p,ovids WOW* to CGOUGW'm 620ayw apwft Ill LWwWId fyaaam and Its We. kamdiar, ltd usaWkiiaw ur Iha PhAtio4 tails " Ow NWAh-WW (1641 °rb'atar 16dabs") ftm an anab Sryam Tlami¦if rid" by iatytiwd all Riika'a atatlat privos of eflbl at do dgw (,talk wwioa.r. Jloiiae aaeerree the t(1plL V ban ecL ,t.d rdlaafrr tlktaartiaro w aatrbYrar ttaY/mr Mtmwwrm ytmm lilaw a tiro tlsiar tha Tana vr'this A ??t ?a? efdo $yKm Igk* to fall ptovidrd ion Ouiluw's mpbywr kwiudkay. Wo sans ULAW k.; (ri tb fees and avaia w *of= Tnim* at met bud w the Mix Lis IIW Is orb a psi of as Iwc Im"I Rdudrdm Mumbw as tbi: Axecmaroat w iri¦drk'A"; (r)Jue¦tlw of dyraeart ThdilityG lad tai nd¦iaaaw readwtr mt'ropuiwd 6UMVdM till'SytfeW '11a4YaY. AN cmpbm Ilia mwaw mly ". Of ll¦ &a iyatvt lwimim teWiw6 by Nakao in +vaivwd w in this Ag ammi to a "Mirw1 betnwr" Dwity dal Tom of Us Aptvewaaw, Cmwaaw turd bore a wiultiRm of C%w (1) lhimd Ieaallw fix vaml act of iurullid wm ryutptn.tu pastiest by ('tatk¦W,or punaplw to din Apennpd. rnmviled, Conimlor shall rust Ow dw I. mmul 9yatr,t w t thwww tr(itla mtr• 8tyaipmm to tauhdl Lbn and mdwr Jiro tl to rquit I" anlar atlcb [Glow mat is imfvinaid hake tbm dame ;aid etlntinutxu ampw.imion an Trrimad relryalmr. [BMW rwdceatYadtesJra,srw,nagrusro, 4gnepereru Ca111rda / IOIO? Per jr „ r htdbaC /O 7.1.1 ' ' The initial System Training ofCastracter's will he sdheduded W take plane prior to Contractor's ftnt installation Prow (the "lsiew symes Training" ). Timelier, Initial System T*ainin6 will be adedrded as Contractor desires b train sew asd/er external; a nployees to be desigaWd as a Trained lesWbr. 7.1.2 ?- -'&, ' ft 4 In order to maintain their designation, There ad Wordless are required to maeefally contploto a minimum of Two (2) days of stvplemmMal System Tiainiag dmiog sob subsequent year fallowing their Initial symm Training (the'Asasal sysme Traiaiag'). In atbdidoo upon any Vomwal of the Tam of this Armant, all Twined Installers shall be required to receive an Annual System Training within Thirty (30) days of any such renewal. Ptioes fir such Annual Synnes Training shill be invoiced at Reline's c moot pion in e1£eot at the time of such hain4 71 in ardor b mainly its dwilloodoo an Reline's am exclusive System WWII-, Caahacator shell: (a) mainlek an accurate list of all Squipnsat purchased figs Rakers ptaanm r to the Aanmml, setting brth W coadidoa sod ebtra (m hose, laeR stoles and/or destroyed) (tea "ggaipmaat Teaeldag I ie!'): (b) iamedysdy notify Rollers in end" ofany Equipment dot is bat, Now and/or destroyed, together with a copy of my applicable paw report or insurance dsim; and (c) dmiag each toe year -arwy of dw purvhuo of soh item of Equipment, bas such Bgtti mat serviced by Relies (Ilia 'Aerial Lgsipmeat Servidog"). The Annual F.grupamt Servieiag u to be pwbnoW by Reline at a lovstien acboted by Contractor and will include calibration and other service aoeon ney to maintain the accuracy of tha EquipansaL Prices for such Arousal Equ nerd Servicing will be provided at Coobactbr's toprem at Rolme's then prevailiag time and malarial rates, phi all out of-pocket travel expenes maned at oast plus Fifteen Pereeor (15%} 73 7.3,1 RWM will provide roman" over the phone Uxbmeel support without cherye during Rnlise's normal business boon If oa•sita tachsiceI OWPmt is secsrrY (and y sot covered by "ad Warranty Support Servicce Pasant to Sectwo 9.4 harsot), such on-site technical support will be provided at Cansraater's expense at Rehm's then prevailing time mod material rasa. Plus aV ouRo&pookd travel awr awes incurred at eat plus Fifisen Parast (15%) 7.3.2 Castracbr may abut to purchase apbood support errvbae (byand the Unwed Wernnty Support service d"t2ted in Senora 9.4) during Of a11er the applicable L dbed warranty Period (the "Opdood Support ServbW). Such Options! Support Services may include oxboded warranty coverage (beyond the Liaciled wms* period, set forth in Savdeas 9.1 and 9 2). aaalb;sehipwao cooaalttttioo, oo-aibe trouble shooting and docoment review. Opli ml Sappers Services will be provided by Athos no, a time and material basis at Rdim's than prev=U* rata pha all oabobpodtd tend esgpeoQee incurred at act pier Fittem Poem (15%). Contraoter ofcorhia 7.3.3 Sam Parts. During the Term of the Apvcoosat, police will oche available for purchase by 4Qe Pam S. Mulidbgs d 1 Reline will provide canttalizd marketing support to Contractor which will include, at Itelvitie iliac" (a) aorta' auxketiog htsaae: (h) smositoring of industry bomb and statistics; and (e) global promotional acti advertwog and stsmdm to at moonal and rogiood lode shows. In ruparticipate . ra Ca u participate h amketin activities mduduog merkatmg meetings and/or product datooshanstratiom ions. The will coat t t b conduct Cootremaekedogaxorsupport and ? demonstrations will he traater for such quoted on an individual basis. Contractor M141111011 b the liana ??& Re ice will mtalAtsh standards for all advertising to be used or dowbuted by System protracts of the Licensed Cemtraeter agrees to use only madatina materials supplied or approved by Rehm in the d b of Oleo lee System Such approval will not be tmtemomtbly withhold. An "al supply of mdreterg tm orlab will be sr assia Ralise. Such eborgs. Additional marketing meamials will thereaftsr be supplied to Cermactor at nab to be esbWids( marketing materials include Product information, sample specifications, power paint pramewboar, brochures and entombed products such as p om, trap and the like. we 9.1 The Psnia acknowledge sad liras mot the Froduob mlpd b tins Agiamm specially merrbcord by Rd= foRowmg the usumov, of an Matowledgamaat beans of the limed tir Period rh Anal; which F *P@dY moored Prdab arm in eBsttiw or suitable for installation ("Shelf Lib'} Because of doe Product's Vmiled Shelf Life, product, mat ere manoicoxed by Rehm have stamped on the Product's padcagiog do date an which they we masofinad (ms "Dee of MmubcMra') u wall M the Ptndoot's Shelf Lift. Racine warrants to Contractor (and ant to Contractor's Gtrlomrs or sty other third- Perry) that the Products fuaished under this Agreement will be fie firm dsfeou is mwrida and wadmandip (m, •ljaribd Pidaet Warraay") fora period of Six (6) months firm the Date of lolima to re (the "Yeednd Waeraay p nrbi"). Fa my Prodaot whick Ebb b send mob L®bted PradM Wrranty. Rdm shalt replace soh debobve Pidaat by s1 q ioig cosferming Psodual b sash koftm der mpoied by Contractor at so chrp to Comactor, Rehm's Limited Product Warranty shall be limited solely b the replecomem of dd t W Product m the mmmer deso ibcd above. If any Product furls to meat the limited Product WkNAW stated in this Section 9.1 and Commser, provides Reline with wrilfm u xi of mob fall-- duhiry the Product Warracry Period, Rd's sole obligation and liability pnwids Pro" Warrant' Support Services in accordance with Section 9.4.1 hreof The Limbed pidnut hereunder aka8 he b Ib?Yoww uct If it has ing st ? ? sly. tic "Pedsd W--or Euepd-"): (a) the Limited Prudent Wammy does we apply b• (U any o tnstaUsd. altered, ipaiid or used in say way that is Loomielwt with its imanded me and cr Rohr's ssrago rd Wm"m re"u meats; (B) o y he" installed after its applieWs, Shelf L h; (W) OW plodtmt bokiog pope dootsnN M of the i"ddWino Room, b include me followins: (1) N-TV of Line (prior to imtalisdoa); (3) Qm* Tracker pdoet C and (3) TV with Liner In PI M (Prior b swing) (oollsotively, the "IrtaWtlo. Decommission"); and (Iv) ifespsirs or ipisosm o am surds prior b solif * Kalb of the alNgd defaot and/orpion b providing Reline the Isom mUc oppmhmiy b pera Warsaw Support services in =am* .@ with SOW" 9.3,1 kereoQ and (b) dr Limited Product Warranty does not cover. (D dama,ee or lama incurred in tramparaden: and (i) does" ar hem oared by Improper installation. 1j Rol- warrants to Contractor (and not to Ctsaacbr's Custoo rs or any Amer "*F") mat the gyuspsmw nwmsb0 sitar Ibis rAgteonrm will be five 6om debris in msbriels and wadoneediP (me "ljmied ?PW")te) br a yrbwl of Six (6) months from the duo of delivery of the F4wpo t FOB Relines Pbd (&a "i?gaipmsat Any paserd which We to moat sa:b Limited P?quiFment Wrinty shell, at Relines option, eider he repaired or WW 1%" A& wNw«t tkoMh Reh m's Limit Equupnmt Warranty shell be limited solely to mush repair or nPkacp? it BVuipums Warrhrty, steed is this Section 9.2 and Coarnme r provides Reiioe wins weaso notice of V A>yr6gfl/ ILaAAa Smith iltlwv de imm tit lgrrylrart ilNtmty Isaiud. Rslbto'so yob oikyaioa sold lirldlly Immonliw tdntl be it ovids 114sipslost Wwna.dy SupW lnviaa iR suwrltwv WIUt &K m 9 4.'l im=f. The d ibitcd BgwpmM it subim (a UN fx OW61p acapiam (W41"dvaO. Yr •'4a4 saat Werrsaly KovgrNor"): (r) C'r+rrararr old Mot" and or; 12110 MAW* wt is vtm voosa? Wilb 11W ^rw#wmww of my osoiaY 1weMei.lu, arairsary,v ttw.tual or aywildcaW aa •u?llo/ by RsYrm; (d) UN Idari(ed F.4rdp,ewrt VMUta-ky •(v .Iwlt not so~ 0 ddaN or dome" to Ilro SQ41(7aent %AwW by the this ? beyud dw atpnvib vliprdalsd is tow 111iaing mobriais, utrttlaoow wettest or splal/pukiss or may lids- sak iommW Chu, a W. of dr *OW's st (iQ deists es doss" W 0. t1glOMU stand by allaalodt, addfiaal .w Iorp.pasNay alado by (.1d,basler *Akw any Wher (iird"V to lr Wp jars, ud?w dwt -hies -soda •r(r1 Yn pllm "West vt4rud Of Rsiirr (ilia I0k bops *0 tells¦ ?rw;o?g'togtlrlY et 1k BMdpteaM ,hid ngaks Venodic toplsassrtw; Gtr) 4mmus of lum ammovd is 1aatsIM : lied (y' ft larwitd 24LIO M Wanrty thysa our Wor; (q mlest Caaatralvr Wis BY11YId M Xdm lk PAulprrm 1 AtemdMtce Reran it amordedta wi(b Bw11r,t 4.1 hu*4 &A (q wp in or NPIra111urW are auto pkr la Colesatw naaib* Ratitts of do dbW dr*W wxkn- paivr Is paid eto tbb1N the naeem bla ai dielity to pw{arm ww*any arppr><t lads In svvaisuv wick leatiad 4,4 .2 haroul: 9.3 Reins WmnWl a (:1rMra Aur (oul rat to CmIrtabx'e Comm,, a arty MW ttlve.Pm%-) 69 ("-) r_r!r• ! ?I1 asY Wll misfit iwj,iiaattri Rvpwy Rt?w lu dw UQMW W/WM is, Yw 'fowiitut: W (b) oFRar a wlhad{Y to rest OR coalraar do lAwlat t,iortsw at '6' '4' in si"m 3 ltavsa[(Rr •ldslld IF Waaaab") dwtiup Uw Team d (Ur OW Wearq, PaaWal rds Lkowd 3,41 Alt W MM de Il• Wemsry eleW in Ibis Sunhat 93 as it tstedl ar/r Ills$ series 1P CWW (44" 01 I%WW 916*W) NW ('-%MO t PMVWn Miss witb pesa" WAS=16*0 ad'" lP Qswa wiYYa MN IP WdaAaly Jostled, Rdams's wN nbli oriw seal labititl tblll (r so al rtrr in Swam 9.i hwaet Trio Liw;(wl IV W..",, !lddiatt w sew tblhrwitp taB/oplisae (reBldiv.ly, fm NIP 3wrn,ay ts+Mmm"k (s) As Us" IP Walraw4y dose Not Sp* imm&dufor i. u Itsab ar v:datisa of osy ord. Us Ratriatiwm sail lmth is 4000 .1: hWW ad (6) 161 L S*d I? Wlasay drra lost amity It' ('oabaalm it is udke uraw"AwasrAm or Ibis Al mmmt Ira bun mtmis"d I& Rvllrlr lhr Clvwaoter's DeGdt pllnutet( to Sav(1a7 11..111wuku . Mhos N* maL b.?r?R4? frurit+l YN Liteitai Product NhlrateY 9v1iuJ ur L.iltilatl LiUa4urowt p1YYlde ?pYB eafrtaMa t1II A1K4 s b6 51aicu 9.4 1aldod $WfliwW Wiler to l rxdbauhr 11saMYtlei r 1 uUttgl4M, G11MY11MIOf tll4p W?laaoMiYasrei ---Cn Mvi4W w At tidal is SvaWs 72. DRims; (b 1ppikuwo Linitai ••r+?Y prwiM Calfrsoex stir Ib, le111o, ) aalPmt+lavdvsrl (lh." 33.dsbd uwftq fhglrsst fiaMrssr"y <' s' w, roPW m6 PNIIess ? L&Wldfie aDt tMhtxwis w?ut is cw+fanw yrA Lisilad drbiell, Ix no,xt W) dan 1Matrsaw Gvirrteaor rill rarldt tllm otlatpdrod w11te g stoles by I•I4MaN. WW& Wq*mw Wl Amo l he Mood W by s lfAA W y wrilen fi s i"11e ratios 40 domemom 11w Mre",lo do" or 0W%os y Is wdd ,,, C'Weem r Jodi -Maids to Rr(irr tin IpPi;enWn I"40" its lkrrwssIW- h it drdMOiaad dial the Pmdmt'x dvW w' "aleooy to cavrted by 61 Usti ed ?radrax AYrvusy (uses flat aYllblil * OR tort or Ile H.l" K'dsa" thtpI " I R" 14M Vremp(ly raplaco ovA 4t6vdvv Ivalwg by tMKIPM vurkratrty, i4whtet b sed hl/saiea dw(Ilssad by Carttwtor al .o eYsrMp. 9A.1 atria aw Lit-Wad St?ri?Ydetd Werr"y Peti/d, Raiim -hies. 91 to Gall to ('usuys ba. rapakur Wells "of Mew b: G*V#M O w11kh It iWM&41 av O*K*ln 11r IN aollaalal .1 wnb the IJnY1d t?tIy ?t Wensaw Gueiai9WAIss YAW RatMO ids thl saMrs vP(k byyY, ,l,da??phwN, ?? W" iah pkar..Jl rNN by bUvwwilip r....??, •'?'?1'?^ d•tivu?dal,ianey, lfdhr ro11a11160 wr11rn ba idwdifi/d read rtaY)Y• ? Ral)aa Oql' 1?1e ?4s a ?61A q dllailayy ?1waa MlaplNas IIte1 CbMlaalaf iaU IrldMM dN iw ggaipttrwl. Idltddlad by s Bissau R'oduet AafhtetMatlm(ailA•)am>barapoa{p? RMYMa,aYlrPa(i1MorlrlJnitlhdesllala'rMldbyCatmfa(61:aRMUr'aPIrM.IF!tIy thassagitM tlNl dr lTprdprsr•/ dllbr a la ararvd ky Ioa 7.o1Nad (S4aipawat sere oPY1e alp+iPwlrr ?b l -vamu), Amin "tail wiabweu (7arnwlaw lho raider 4!wnt1lP ltd m anrl6tesblr to THry(30)dgYr?madlMOrlddrodro aei<o(lqui abaMMllMt<nwrwrvnen Rdawyvlvr? Wiusia l6y aaMlW WI•a rrll kwo aa?r ??'ywtPlwd nlrmed as nrptawd. lnwu4nwnd;w tIW ''mm a(ptapW Ra Mail Rdlne ba m dip IoCameaao(eY repslaY/sDiamd float a(Bgripludul wiWu We Thirty (34) &Y Iwriodr Ralin; (1) did WM d d* card to Coran w n wtitim IateWb 1aaa1 vrhitdtw U ,111 duhv I-M- yet tMirr rte whY "acid }Igaipnrtst stn iM r11tr4wd rrtl pbj w dw wNrr avwlbble, Rslw vrill esdssvw q loe(rrHgai?laYltWWedehwvo?rtpr?roisb@bSrtlpldwdkedMO4dltedwduUnMItWlpeNhtW llWW AkV c,ver%kommusmiji aaIllu1((b k idw tw BOYYa tar Rt rlw M 3ww k. WrI WL A Its. "man WUrN'1 sadkt tt'n vwdora WodrMadt+MdeNal wd 11Ytrv i vl,ihxp,hlrpw py ybi ? pdd 41' Cee1ra01ot br eIRTh itmr of lMa?telll aKitrgd Ibr staidly t'ea1M wf1eN dttl acre d' ba v4tri in duration b lie Ilia ar" IbrarrAians .w *w* in iowes, 9,2 (a) tM1yk (o), 7% %num y PWW fbr soft cirw heat, ftn fim 04 t die ft 10 ' seUSW4y Wirndy P6141141 a 1111W" id Samna 0.2. my •..v at'uwraple, but sot m s b" H4a*W t M& a six (5) "at Cgai - W-11111 W Palod is v nWW 11M ($) mosdu "flat dslh a nr the B*Ptewll POB Ram's Mar, dks /alUWAI Wsrraa(r Penn RW 111011 item would be Ibree (J) mw*IK n' 9.9 L.&J?lt 7liY? ??k ,b, the wed of sly awlit, tx ' .snit oo primited ias , or filed by ij o third-Pmt do dr#" a Twmom WaaeR Ptirprrly R;Yh11 k kwdkrl 9.1 slave festal ?tl of llnellydral t •K>fwwevre .tf IN Limited IP Warmft arnv seer trot1, h in upon Castru is Us or dw Ltoalsad syeram In ma 'larlay (al "IP (:1t1ha•) Krinds oak "tiYl6an nai 11.1:114 rods be r Aba woos: *'Ll Seij" "Ills .Mary .tv1 Ylrrht,.rn wt IuAk 1a dti? 'eabM 9-4, Rains rltel lrrdaswify MI &kntl (%anlrsetar tram daaupt; coo wld acpmalr WMA MW be s1YlaleNtl W "anuses by Coatn,tier in ddmwith, red see hRwW Iy. Swoon 45.2 Mew. ad "shall havv no aWr1'yjalim ar lisblip, to Ctasawark awl' lip (litn i1 scemdsr::o (arador Iiiva PARM prewrc Mass" nathm, at dN IP (4tl.r; (6) M. i. l{ivw dr 0 C or d la's - u, 0* U00- 9? -)plot, (rt ) l #*Mim, tI As I tied I %MM at-die V Clsi%K k) the IF Mist is bawd oa Co--" Vsesm to tomwol sd 4m this; inv,seivici sold (d)11(wa Ofte IP WMRMap? kkamodas 1a sopludhb. "t gh" aavrd SYann die too TWh(vy; 9.6J NRoliw saeeivrr lialaly ,aria of an !P t:4rr, RaWr dries bloc Ib0 . is 14 toss and 1r11d1de vas Ire L' wN?ijd Oa r Y«at wvh !P Ckira asity(att+uNya orRnlim's doia; (?) uWsia YN r40d for (kurlraatw to mitiauv w byswn; (s) mpkw W sea (y do IJssarM syNw ro tklf i( fie 10 I w Ido1pMQN to Raba, to Me aide and tlsasMia? am Rd Moyyear' 10 WMA ar (p if trine of W1 ilrypiap pp,) IM it wkidl.vrt RelYe't sells i1r almsl bo adniiYd W IattldYtN1 this Altesmar ("1 erwitMltlvr 1k ably sad IIamy Ilatrmdnr IW botho Ropteehm OwNe lab sat A1N1 is seWAN 11. J.2 Ilawr r. VA THE LIAq 7D WARRANIYNB dRT FORM IM 'MM SECTION u AW( '111b ONLY WAR11nN'rdky PROVIDED BY RGUNE AND ARB IN KALE rk ID THE EXCLUSION (W AIX MM 1bARKAN'I'15S. UUARWMfiS OR RMIMIUM, WUCM t ORAL OR WR)t'n W, P.x?RRBSRn OR IMPLIED, )NCLUM0 ME I(i1PLIED Ok 5TAW IDRY WARKAWIN OF M 1,WMUYL1YY, r41' AN POR A YAK1Il:lILAr Kh9jss'*P, QVWI' &QUY"O" OR ANY CrtMgK WARRANTY, OUMANTIBE Olt RIVYWY PROVIDID AY APPI.ICAKE LAW OR pfM\%# 5ii, ALL Or WHICH Aim' M011I18lLY tS MUMID Am WWUVCD by COWTRACTOt. All AWM411bu of, ,a W&SU m to, r¦t wwnwra ermkhw rt ddr New BapclaalveSY-W-AW-Wraror.tlg amsert IllidaiL Agge 7ajl! f tMpaCO aItudl "' oened?ldne ? made in writing send signed by R°line's Au0morixed Agee, ? ate, wentadditional wartmties b--W- and should not be relied upon by Coo .,, f2. wbmher oral or writleu, 10. 10.1 bAmdAudkm 191.1 JNI jdhi4 We will claims. actions, disputed. awaI* demands, judgmants, damages, losses, expenses did and bold You reasonable limn and ?d all Ationny may at ??? or Matted Wants ? ?e suffered by You, as a t+eudt fives, our woman at a?mst a?iiae(Bnom; (a) twacme?Ie death OF pmsopal 'oqryFees) ? pashmaing any System Tniniot; or Support Services any of Your imaaUetkm sites, "Wept b &a eocI , dt oawed by Your mttgligance; and (b) dealh or P? to We Aryemem at me pate OOv WurY of a result of our negligence, or wiUIW acts or omissions of Our ?' or Sytent, stem odor pt yetem b T ? the amen or Supp rt Jay o im relation to rho Custo Customer Copll Sarviaa Pma?nraat b In Agreement at any of your ioataUatioa sites s or i in s the performamen ofsey f say Cuwmna Contracts. in addition, We will mdomoify and defied You with teepee to any Ip Claim in accordance with, and a limited by, Section 9.5 hereof. 10.13 You Will W*mmify, dotiand asel bold Us harmless and Our ohms. employees. successma and as"as (-Ban&*, the *bwemmi66d pardo ), firm and against an chime, -d-, disputes. awards, demtode, judgments, dsmaM lasses, -pawn and liabilities (ioduding Mason" Awnnsy Few) that may Many time be asserted against a sutfaed by the ladmmi8ad Pardee, as a rata* fmm, on account of or that aria Poem: (a) Your met mrnhmaoce and support of the Licensed System; (b) any coWnela oolrred 90 by and between You and stiv& any (fit ?aa' Sold or OdW paAiw that relate m any wry to the imalallssion of Linens or other prodrrcb thirt4 Syaha (the "C-0- Gaw?aas"); (e) any seta or amunwas by You or any of Ya?v?Ps or or which tAhene our with et witd to thanye C Licensed Contracts; (d) death of PttraoW Wjury of of Our °r s01'? in huniCustomer, ptrauso W !Ws say anaployew or agents whit perfamiag any System T"imiag or support Agreamatat at any of Your ioWllaaiom sites, "t to tbo extent caused by Our negligence, ?°rt y of my palm or lose of a damage b any property at soy of Your inwlladm sites or in dw (a) um a Contracts; paneend and f) any claim for unpaid tax" wltioh are Your responsibility hmmmder. Pss namce of any qm? and (? arty 10.1.3 +(6111RUM You represent and warrant b Us that Youwill "owing insurance cove11ages sly during the life of this Agroament (the . ke): prsrrares p't taiikiss" Cary aW ? b the ) limits of no Was that $1,000,000 combined Comme-W O-and L' wild _ eiogk limit such occrrtanoe, 52,000.000 amid ?+h lnawarrce " and oP . P?+oV ? ? extension apply to the aggreyaw limit. Coverage w?p? lmaitatwo?, premises and to esYdaral oducla and c subsidence or personal sod advertising itijtay KW*. There my be so mmlusiow applicable mlw underground mind by attachment of C02010 1185 or co color en ed cdhpe Perils. The interest of Rehm will be utchrdt w a note I psemsiws and opsratices and psodmmcs and completed operations, Camp ctartetpecaw all ttptrWNDSof Coohaolor. indutlirg, but o" limi ted b, nodose coverage claims arising from the sob negligence of Ratios. sirU be primary and aim caWtibnppy fa all chime WMWIMMVINUMM than 51.000,000 combined single limit esc)h ace. AI for use of owned, bired and Gonow Liability In-. with s limit of no 1. dent vabiclatt. With atatrttew of rho State where the wall is perbtmed, rE'L92ysa' Liabih - - Worker's Comp madon Insurance in accordance bodily injury by soculsm, 5100.000 bodily hymy die"ee oech ?oYae. 5500,000 6odC0P0b,,* shall nljurbey be dia idis iWod sao with policy cy li li of no less that 5100.000 mit (d) llmbrrll. or 6><es.. 1 r.r.ri- ?--____-- limits of no less thus 51,000,000 examined single htmt dace oxur!:c and UO Olle or Excess; Luhrbty hsureoce with damage excess of primary fmwd, automobile and employee' liability limits. - M for bodily injury, passed WIurY and property approved to conduct All Imauamce Policies will be issued by amian with a current A.M. Berg Rating of "A-XIl" or bower or business in the state where You Perform work and/or otborwise Use doe Licensed System and shall be sudoread to provide Us, a am additioml itwr Ferry,-Five (45) drys notice in the went of oaa"Uation prior to the E*4aaw of or Services under dust Agreement, You shall evidence that the fore8oing W011110108 is la km ll Us purchase of soy prcduew, of lasunmoc if requested oertified of this Agtam=L 7hoo pprUa t of Ins ranccee Policies sot ph, harem Sow of Imuamo ?tlWi accompany w and s e Pen for an independent a" '°w by You of the =a-- forth ' Am must- Wired by Us and sbell not be stdtmaubd Y n°c"ary to protect Yotralf. 10.2 ?yy_ ? D- Your she sod controvessias, diffaemces and other mattere in exclusive remedy far all die Teem claims, caemser p of .do., 9 out of or ? to the tram Agreement andla the tmtarptahtion, for a imvdirity &a-& why hood ? of contract w=WW sadioo, this °9d theory (collectiveil: a Dleprta" or the "Wspwee &W I be at Our?iois ands 'vV °0°? `IA- x°°00. itsmadalsial is e tat S 9 bs"o9 (b) "fined of the aggregate purmhw price paid is respect to the (a)Irewig" g Diaptae release: or (e) ra6md of the particular P? idd in E9mpmamt b which any such 0 Ptioe in accadamca wide Sagim 11.72 hawfm respect ro ?ePartrento which my DmPuaa rohla tsga<dlou of whether the *Moiug remedies 6dl of fhstr essential pis' or for R°p11ehase season whstac W.. In ao evawt ahaU You be entitled to, or We be liable for, may eneeial, ocavenismuld, m . W e or f any order damages. incl but Dot limited to. damages for lost profit or "venue, overhead, imareat a cal i0 1. is ptica or business. Od' desWction of pmvaotion or delay in perf srnu mce of an ° ' ^9O0 churl. hind. nasal suffering Of motional disnas, law of use of or -y aWn p with Cfotomen or order dri[d- E"i dsit or peration of he and YSen then the iepulo w be mta"Sk by Ycomaiaed ? One (1) year after tbo Disput *wATS& Cna"Clor ad or ? ay damages of of RdW WOW represent the Marti" agreement a b the aUneatiom of ride s1Oon6 de putties. 1" MANKLAIIIIIIIIia Our remedies for remedies that sxW by stands. at law or in equity. You aoksowl say (a) d eUse baroundw shall 1OC O, at Our option, any and all °M"e"?h Alpramsen (Se Wub "C") and the other restrictions °0 ?and (a) tM Use Rastriotiona rolafing b the Limited Licas", the inveawssat Obli and sidereal in de Licensed System and Our bwinau; ( ,=; h) We and would Daticro would got im this Agrates" ) have sad are necetsaRy to grader Our enrs into due AgromaK grassed to you bremmlm of rhs and I Vs approved You u Our System Int WWw without Ids P"040060102 ocmb? in " ??r and (c))aa Agreement by You will cause i rep uablc harm to Us and will likely "rah in onsw4rnm" damages. You 1Vas i w A)ISOaw I11ag,10, igme men! Ctttturodof / /? + of ?f I dire 67 ftsffier Mm that We shall be emiWd n a matter of right to quit" mWk icop asiry'anaioo mew of Conwat" janisdiutims romoisiag any aobd err threatened break of any of the Use Restrictions on the Limited Liomm contained m Section 3.2 bwwf sd/ur rho W Apvoment (Sdm dde'•C"). You lirther agree to waive any roquirement for wowing or posting of my bond in omm ecru, wqh such remedy. The rights to utjuaotive relief shall be in addition to, mod oot in lieu of all other of Our rights and reaedias under this Apeemmt, by staWle. at law, in equity or otherwise. 10.1 A EM Fsea. In ergs action or procesding between the Parties a to any DWm under this A whalhar by lawsuit, mediation, arbitration, adotirosbshve proceeding or Otherwise (cogeeU W-in s such 1 Actions shall be promptly reimbrrsed by the other Pmw for all a in pursuing. s ima thd/or e isvestigwvemp ") tisg the such p Aedaaliling Pndud g al.1l reasonable fsere, cart wets, otpert teas and wets (collectively v , the Aper -lle deieadieg ansu including ettorpsy pey Fesn") . 10.5 Tide Section 10 and the provisions contained basin, ebs11 survive termination or cancellation of this Agiemmwt 6or may nmsm 11. gr 11.1 "US ADesemmt maY be tamiBMW without cause (to., net squired shat a Paps be in Da4uk hereunder) ("Twieb tlor< Fw Cesepiasot"X n mhao m (a) by muted V16UM toopssut by Contractor sad Reline or (b) r the opfim of Contractor upon dmty (90) days prior written notice mom CWrmclar b Rehm. 111 Either party d aB be simW to tmmmmle thin the other pso liquidation Agreement in the event m becomes Pager commits an sot of beakruploy, is plead i or ? p inmolvent or odwwim otdwgoa sots ohnng s in its b*d aO?O b • m'mmpeler ees that any assivesm Pvvwb it Boa mom the bait ofith the terhe $I Agni mint (col"vely, the "Acts of leselvescy" and an Aa of lsseld any me ofP1Ylo8 with of We ay" means snap our of them). Licensee, at 11.3 Tt?A.. For Dafmdc Eider Pasty 11111111 be WWW to tormunsle the Agtaatmok iociudieg the Limited any d- upon the baevch, vialatioe or dsma b rider any of die ponimm ofthis Agrammt ("Demmm X sRsr wpbcobb m em and oppatWWty b Cure to the esttest required by Section 11.3.1 below ("Twsish"M Fee, Ddmlt" ). 11.3.1 Except n at math in Section 11.3.2 below, no mtilme, beesrb or Detsnlt by either Party with rsgrd b +? cot required by 8 shsu remelt in the termipstios or li,ibr'a. dahy right horamder tmion turd saki the oaasphtisipg Party loll brave provided written notice to the other of wok mdlum, baetdh a Deb* and the perty in Do&* shall have fall On renudy such Muse of taus such breach or Defm k within Five (5) drys weer rso* of acid writs, mdoL 11.3.2 I-Algae Te?s¦i.aNIL Notwithstanding goon 11.3.1 above, this Agroemat may be immCdiNe(y rmmimled by Reline upon delivety of wrfitm sed- if Coatwcmr. (p) tom wbK violators or is otherwise, in Dehuh of any of the Use Rauiatiom set mirth in Section 3.2 heeeot; (b) at mpb to acaign this Agroammt or otherwise has ohmh viohem or is in Deiiwk under Suction 13.3.1 hsa-9 (C) hseeciCs, vioWet err is otlrxwia in Delia tinder Section 12 hereofand/or the Conmdsids* Aanhent vttarbed to this Agaeam of n ZxMMt "C"; or (d) commits an Act of Insolvency. gca 11.1 Thu Agreement shall onto-*diy Wasimso (wirbo t naioe and/or opp"ftV*y to are) if the Pats do not toter into a wriumn atldssdwn oae5smmg their smukwl intention to esssed the Tam of the Agnsmmt in wombom with Suotinn 1.2 hereof 11.3 TesimYs. t!' This Agrommom eery be bumedWdy terminated by Reline upon delivery of written notice that it has steered Termination tar IP icordance with Section 9.5.2 hereof. I IA ON Of Tmw+w.. Tanuoorpon of du Agronomist shell not rWwm either hiny which shell have wormed pmwaaant b this Sam ant' °? Agrem,t or which otherwise survives the srrpieatos or tsmsiostion of do Section 13.60 bmecC Upon ahpirstim or Istmoaton of this Agreem,d for mW canoe, Ccetreobr's ymm and the Limited Licenses Divided bKm dB unmWmWy case and Comma odor dmL (a) slop m madiatsly any a I.. I., is respecharimor t to the use of the LAoemed $yet= except hr those aobvdm mcommy to aompleb ssy Cwkmw Cestncte for which AOhmwiertpssela ire provioedY issued and/or Products delivered; (b) reasa immwdim* to Reline all Coagdem isl Ipfmmstioe m Ccenaosor s possession p sbommet possible times. htsumt b Section 12 hereof end the CoeBdentieW Asmemsnt mtbohed haven, a Sd dsle "C"; a cmd nvm cad aWar Issdb y Wortion in aE Mapkom, undo or pmiesoood ditecomin tainting to do Licensed Syslru Trade Morks, ? Liom end Trade Met ra ued ? of Rehm. and remove any OW or advatimiog relenting to of in ooosso m with Relies, its avma: (d) suiotly comply with all Use Reshicliom mkwg to the Pmducb modp,,,mm ti includimL but mot li?lwto, the Pmk roof Restrictions ad forth in Session ,, 3.2.2 bw*A (e) p Ade to Relies the Bqugemen Temoking List S h all Products and EgApow me ContreoW s p sem e m ar sell the ours to RWmw punnet b Section 11.7.2 hereof a b a . M at ? set forth in the Agreement Y brtmgrmtwpasuavt b Saaion 3,2.i htseot cad (g) psafa such oiler obtiptiopa a may be 11.7 11.7.1 In addition In. end not a a limitation of the Use Restrictions set forth in Section 3.2.3 hmeo4 mellowing fe-m on of tun Agressaw for any roaon. Contraobr *M pot, dirwdy or m*mo*, self, Walk no of Otherwise allow -Y Poison or entity to uec OF otherwise petite the Rodents so" the Egripmast is mmodanoe with dw Rumania, set Arth in Section 3.2.8 hereof Any Poduct or Equipmst not mid in aoaottissee Wdh the Rm b Reatriedm shall be dsmRameindom omiywd by COWMN r. Upon termination Contractor shell provide to Ralim the Equipment 7kaolrieg List mfwm cW m Section 7.2 hereof have no oil' 11.7.2 Except n ahmwia in yptren or duty to nVACbva way Pro or porided aka Seaiep tat Reline shall We Aplement is temnamed for my temaorr then in such load upon "I re" iD' by C mensc of tRelies " L be tw adept mom Certtrecbr Egrupmaot acid to Co--- P- to this Agnsmset ( "RMwdow O wO thblyNed to Repurdwee, aypUsor oily b Ws Ahllowmrg Bwe nor not purchased from Reline under dais Agreement; (e) Light Tam (b) Psohrs. (e) Cable Dtest Niel: (d) Contain Una; (a) Third Man WW*- aid (/) More (oolbativ* Ws "Rgeodrn igplgmmmr). Ralim's Rgmd m tttlW stars applies only to dw above m hresod Repurchase Equipmmnt ibelf and don sot sIM6 Rr/hr ! "! Bpupest is srsohsd or odrrwise affixed. The smoort tlhet Ralim or aelne b any vehisle or eWiPmr to Rtghtthehan lYrpipnrtt (tM "Nq dma Prier") is to be calcdased utilising d w spplic" is oblipsed to IRS I" for ihrd.Cpm for ma imam of tawgtbhr PNPmW Psrmuwl I. Section 161 of the latenud Revenue Cc& ("UtC") ca des (recovery) of nattng the mhllowisg Monad Aeoelerabd Corot Non E dwiveSyatem INAWraforAgreemerrt Page 9 Of 11 G'uabacYUr Rdlrsr Recovery System ("MACRS") recovery method: (a) DeProciaeim Method: 200 percent declining basin itching w straight hoe: (h) R narcissuses ecovery Period: Five-Year, and (c) Convention: Half-Year (the 1RC Table"). The a woe the 1RC Table for mason rich Repurchase E spurclues e Pr* is 011041111110d based upon rho fiam the 4hipmeot'1 orives, purchase Price on a hosing annual basis commencing Repurchase Equipment is delivered by Reline FOB Redine's Plant to the dose of lerminaiien; Ptosvhbd, to the extent any such the Rep rckme Equipmew has been majoitaiOOd on an annual basis lot suand to Section 7.2 and is otherwise in good Operating condition at um Of repurrilism ' the Repurchase Price shaft notwithstanding the Percentage Indicated on the IRC oTfaWa am be lea than Twenty Feroent (2o%) of its otig W Ptuehrb price Connnoeor's Termination For Convenience (Section 11.1 above), than then Repurchase the extaa the Repurchase Obligaioa is the result of than the Pie imdicafed on to IRC Table for the fink year. Repurce price shall be alcdated at T*mty Percent (20%) lees 12. _ D---- ALUNkAw" my all w. guc.,og Reline, the Licensed Syekem, Re,*'s lntehkcoah You acknowledge and ipme the and and iodrral Poooedutse and other aapecte ofRe Products. Equipment Property te's is and Right', Right', Servicces, this e, this A Prgreoductsemed and nd all Schedules. ExServicehibits o or r "t aatlll hachmems ead to to u this Vammt aced any System Integrator information or any Customer U&rmstioo. including wtnos, addteews read phone numbers (collectively, the "Con"'midal LdermHon") is the exclusive Pr oPorty of Reline and shell the Heated u coafidmtiel. You shill U disdose Confide" and shall m$UM that none of Your ofSars, duictors, shareholders, principals, owners, cooswoeors, comultants or employees disclose any minted into that mats to anyone without the express written consent by Roline's Authorized Agent. In addition, the Parties M O Wy ASared imo t t ca t n C-fi ti Agreement. a copy wfucb is numbed to this Agreemeta a SehNnN "C" (the "CwBdneaMly Ague The aeti hen or otherwise made acknowledge and " that the Confidentiality Agreement rommas in 6A force and affect. All iaSmmation " to ConlidaWr r O Agnammt, laths event of o ?icpursuant to the Agreemern shell amtiane "Confidential Information" Irihhsuaw to the between the tams of this rained" provisions protecting Raune's Cep lnformation shall control. Agreement and the Confidaotieliry Apeememt, the more 13. 13.1 h9A Nonce required or permitted under duo requirements of Paragwph I of rho on Schoehrle Attached to this A ABw°m°ne shall be wile in aceorderx c with the Agreement a Schednk "A". 13.2 13.2.1 The Patios solmowledge and Nam that at all times during the Agreement, the Parties' was and mis0omehip with respect to each other shall be that of ewe of this otherwise, shall the pieties' hsdSP®deat contracto m n. la ao osm? Puwh q this vainest, Partner ap exmndered fiat of ?dg err +mpbymyee mmslerym r, 6 & ? Agtaemaot or relationshi say other telsAosship other than that of indepor dent ooat me s. You shall lave m mdwdiy, either erp r1y se by. umrpliioatioa, to: (1) bind or commit Us to an on or or otherwise hold Yourself out a our rot (2) imta my liability joint obligation on Our bedalf with respeot to Your Chheront or moment in Our norms; or (I) subliesnse the Limited other mh otherwise rwise Use undone Our oieoks or oemma s, t p? or carry t serif I maled Licenam contrary b the limitetiaus and Use Restrictions Licensee se st othe forth in U this se the Agreement Lio? Syetsm the Peoducts the Equipment and/or ment 13.2.2 You acknowledge and agree the We have no direction or control over the coote lances tint You will charge Customers or the a wr, methods, procedures or manner in which You will conduct Your this Agreement bhatnasa except as egecifiahly provided in 13.3 Ankow" 13.3.1 You shall not transfer. Pledge or "sign this Limited Licenses or any of that rights or b°eu°dff, whether by operation of law or otherwise, to any other person o Agreement, the ob and abso ute obtaining the prror write= comma imm our Aek6a I d Agent, whitth o ( ? Mt et k=ited o Your dismatioo. We have aatased "n this Agreement in comidmatioa of and in reliance an the ?Y b s withheld is Our tab and badeng C 0k-l e'a owamahup and warogmest as listed on the Financial Sobatule. Yon individuals and/or aritities Sohedteh?4sOa editmatioa, =agar tisrsfsr of ownaahip err contrnl of Coagactor if it whit resnlt a doll y qty Use' 'tl1' intended We rseerve the right to termiaee this Agwemmt on Sixty (60) days wri*=' Hobe Moe in the ere onNNOk ohsoga W9d l Pyce b tie ownership, mamgemad or OMOW of Connector, which Retioe, acting in good faith. ootdd reaaonebly deem detrimental to its i6lerasL Any Wempt to aasign this Agreement or the Limited Licama granted hom m without firer and of no faro or oifoct and shall constitute a do" lawmadar, In no eved tlnll You era' " Agreement, mmaar w the rilsm LimiteteddeLi ebvl be void other rights or obigatiaw hereunder to spy person or entity. ? d Lin os or any indirectly if each assignment would result in a violation of any of die Use Restrictions (Section 3Z) or other tans and conditions oftoiss Agroomens. 13.12 We shall have the right to "go due Agreement to say odor person or =city. 13.1 RMaM Wo will sot be responsible for end aahte, idmveetion of government, war or three of war, ace of 0 mm any anfiilditiwe aor parfixonsioc adelay in our ,sanctions, cart blookadasby em embin God siker strikes, lockotus or other e c t d of to to r. goog, causes or cupnnstancas beyond Our rsasomablbl control (ao °19v 6vemt Renee ?? , cone risen a ly ro g siab in a anoint of raw written aotfoe to You whorover an Event of Face Missing b ecomes seasonably } yOWON fivemosible. We We use will mssmial shortages or as a insult of unespeotsd imam om a demand for Our Froduds and We mnt (? FrodlwYS l Under Orb Circumstances, or in the event of airy Event of Force M*= rafinemed above, Werese reserve the ri Ewa O Forty UM and EW4ftW err in Ow sole diaretion. You agree to exowe Us Gum say and all liobiliky rambles um ? e s allocate alloatiari docieion. In the wed of dolay wmdting lion my, mro eve of F event nt o ff each Shortages, usEvents e &r the delivery of say Produets or Equipment or other psrfamance under this Aroma" l ora a or S6ortege. the time for delay continues for more than Ninety (90) days. You will have tie right to tw=in die applicable p? accordingly; PnvYed. tiY if such Order 13.5 §zhiftiolk The pia acknnw c that the "Schedules") ate made a part of this Agreement and incorporated basin by retafollow= schedules, in: exhibite and addenda (udloctiroty, the (a) Sdaedmle "A" - Information Schedule (b) Schedule "B" - Financial Schelde (c) Schedule "C" - Confidentiality Agreement In the event of a coullid betwoas the teems contained in any of rte Sections of this Agreement and the tams of the Schedules, the teraw umunned in do sections of thio Agreement shall govern. IRKW 11 Non FxduslveSWtem tntegratorAgreemem CI/AgfAtYUr Peg fe /0 of t / 8d/ne ?? 13.6 (over":... hew A_?: _.?-- The Parties hereby agree to the foU : (a) This Agreement is hereby deemed to have bcen negotiated, exactmed and delivered in the State of Maryh and and shall be construed, interpreted, governed by end enforced in accordance with the internal laws of Maryland, without regard to any choice of law provision or to any rule or presumption of law requiring that it be interpreted or construed against the Party who caused it to be drafted; (b) All claims, differences. disputes and other numors in question between the Parties arising out of, or rolatmg to. the Licensed System, the Limited Licenses, the Equipment, the products, this Agreement and/or the interpretation, breach, or termination derool; whether same ing in contract. warranty, tort. mamme or other legal theory (collectively, the "CWaa") shall be decided by the Circuit Covet for Montgomery County, Maryland (the "Caart"), which shall have cadusive jurisdiction over all such claims; (c) Trial by jury is ber oby waived; (d) If any provWm of this Agreement is hold by the Court to be invalid contrary to law or otherwise wicefo psable, the remaining provisions of this Agreement shall remain in fidl face and attest, and the Parties agree to roplacn such void or unenforceable provisions of the AgremeW with valid and enforceable provisions which will achieve, to the extent possible, the economic, business and other purposes of such void or umsinksm it provisions; (e) The Recitda am forth on Page One are incorporated in, and made a part CC this Agreement; (f) Any and all wfiranca in this spooi5ad by refaooce to a came comber of days refer to calendar days unim "buaatraa days" is otherwise Agreement to peio? which are and phrases used heroin shall have the ed) G (b) "Se oasts meanings specified for such terms is this Agreement, including tla attached Su:heutmdea; (b) "Section" refers to such identified Sections in this Agreement; (I) Captious and headings in"Agroment are inserted for convenience and reform" tidy and shall mot define, describe or limit the meaning of rich Sections; ()) Use of the word "may" in this Agreement grams permission but impow no obligation. (k) Unless otherwise expressly provided in this Agreement, all deeisios, approvals and/or ceosomu by Us are in Our tole sad sbwoiute discretion; p) No course of performance or course of dealings between the Parties or custom shall be permitted to contradict, add to, or modify the tams of this Agreement, (a) Time is of the essence for Your a Agreement; (a) This Agreement is solely for the benefit of tbo Patios ba mo, their performance saccossm aunder each and every sa*ms, and cot for theeb thet bersfit of s of Your clients, Affilialse, shareholders, Cuetamers or any other person or ably; (a) The Wines ofan Party this Agreement shall no be construed to be a waiver (or otherwise operate a a bar) of the t of riYch h Party to to a thereafter e onk the iree such provisions; U) No amamdmomt or modificdion of this Agrsemsmt, in whole or in ? ss ad ch part, shall have any force or eft ffect orates ad forth is writing and signed by You and Our Audwrizod Agent in mconfiew; with Section 13.7 Want! (q) Notwithstanding the expiration or termination of this Agreement for any maim whatsoever, all covenants and agreements to be performed and/or observed by either Party under this Agreement, which by their nature survive the oxpitstiom or termination of &a Agreement, shall survive any such expiration or tonuinauon. 13.7 Acceptance by Contingent upon the acceptance and approval Retina's Pratdeot the ° This Agreement and any amendments thereto is of nt Agent"), as evidenced b his ro ives ofR (hie Agreement and/or on any ameadmout, as applieabb. No other empl(oyeesAaezed snature on , officers. ren. a a ggents,subcontractors or other re proaaalagtiva Rolioo (collectively, a "Repraaenpt W) have die authority to outer into or modify this Agpotmmt one Our bebdf In order to be valid and binding up signed Y (mQlu any Schedule arched hereto) and all modifications, amemdmemts or Chong" disram must be in wn* Agent. The iffeottva Date" of this Agmeman shall be the due Our Authorized Again executes this Agruamamt (after having been fits signed and submitted by You to Us), as indicted by the date beoemh such Authorized Agent's sigrag ro on the Lis pop of this Agreement Attar tie Effective Date of this Agsesssmf. We do not and wW stet accept or agree to any fovea and caudNiooa Much are contained In may proposed contraess. Purelus a Orders, Prapsaisr delivery dclows or ether writka ueus or orders dot nany be submitted by itt or Is You to Us (collecovely, a "Propaat"), maim sum Propead is busl solely upon the arcs and condMons of of IW OW ?? aonpled and approved is writing by OurAntheriad Ag ert to ratty went. I/rrmes by Us of an lganat and Daft of suss ishipmosm! of any Product or Egmipsamt Its mpa to s my Pmp wi wMsitW by Yon aaer tie one Agronomist will be abject to die arcs end earditJws of the Aggresses( ale shall we couldso m ascapbsce one part of any tsar sad nrdidone aorWred in any am* Propose( 13.g Tbis Agreement shall be bindin8 and inure to the benefit of the Parties bongo and their rospactivo heir, personal tsprs Od"s, ma:asors and permitter assigns; provided, that You shall not amp or otherwise treafer this Agreement without Our prior written approval in accordance with Section 13.3 hereof Thie Agreement containing T. (10) Pages NOW the Scheduia Bated in Section 13.5 hereof oomtains the entire ypeemerm between Reline and Contractor. This Agroement may be executed in any number of counterpart colims, each of which stall be deemed to or4maL but all of which bgd6er ehdi coodimse a single instrument. Except far the Confidentiality Agreement attached horse ae Sri ;dale "C", all tagotiuioos, propowb told agrematls price to t he Ef wbve Date of this Agreement are merged boom and rryarsedod hereby, there being no agreements or understandings other than dhosc INTIOM Or Mono of Our specified be-. We m not band by any oftlemonk premise, condition or stipulation ram specifically ad forth in this Agreement. RoPeewotstives (including Our Authorized Agent) has the audiorily to make any oral dalemeots. Proem. tepneaematione, waraotion or other oral agreements that purport to modify, add and/or Change the tame or ccmdmooa of thin Agreement. The have executed this Agreement represent and warrant that y persons who mPmstWve capacity at iudicated they are dal authaizad to execute this Agreement in their individual or IN WITNESS WHEREOF, the RiiJNE: Date: - foz o Effective Dole: 20-1 ('1'o be inserted by 'a Authorized Agars on the date executed) their M5p06ve aumhornzed agenla have executed tins Agreement. «r?syjCf ?? &zaa Legal N?jk By: eC/ Plffit Name and 71 e Date /> ? !Akdobw Syttaw lpti?ator,! jroaAteet l qp/ =5N 160072 EXHIBIT "A" PRODUCT LIST (INFORMATION SCHEDULE (SCMMLE "A") TO NON ZXCLUSIVZ SYSTEM INTEGRATOR AGREEMENT) TRIR XXRUW]r "A", Pmdmt List, is made a Pwt of the Schedule of Inl=Mdm (SaY uk "A") (the "kftmdm Bridal) to tho Noe Exohriw Systsm Imegwtor Agm-- t ("ApvmmmP) by sad between RBLINB AMMUCA, INC. ("MW. "wr. "UP ad ")ar") and the Canb=ior khaoinM below ("Con&aew, -V"-, ,AVOW, sod "Yoers*). "lwiy" MW "!amiss" refer WHOCt * to Conhaotor and Reline. The following sets farfh dw [at of Products whicb are avWbMS b be purchased by Ccatractor pursuant to the Agreement: 1. Blue Tak Non-fto im Main Line Pipe Lim Product 2. Blue-'link IrrsDdletion Equipment for the inetailatim of Bluo-Tek Non-Pnasare Main Liao Pipe Lacer Pmduota TIM ZXRWr W. Product Lial, coWAioiag _ LL pegs to incorporated icto the Informatim Scbedele m if MY at fw* dwsid In the evaot of a contliot botwom the terms of the ld=Wm Schedule sad dim Edit the berms of this Exhibit WM ooaud. Alt other terms sad condaWaa of the lafo ubon Scbadula "n rmmn in DA tome and effect. RUINS: RELINS AMUWA, INC. $7" Date: SysW Aa YbkARo"list- Wb,W Si?IA 64W7 'ii1p/?¦A¦pu?YeFr M ¦YMin (IPi1t'OMATION SCWMLZ (SCUMLZ "A") TO NON ZXCLUSIIVZ SYMM II &GRATORAGRUMMT) THU ZXMW "R", Bquiprrrant Lint, is made a part of the Sebodulo of Informebon (Scb dnk "A") (the "ItHarmWbm S* WNW') to the Non Exd=ve System Idegt dw Agreement (-Apeamaal") by mad between RMME AMERICA, INC. ("RWM"r'We", "Us" aad "OwO) and the Contraclor ideadQed below ("Clewed e", "You", "Ible, and "Yo e"). "lmv- and "r riles- refer coUedrvely to Camunclor and Reline. The following sore forth the list Of Egwpmt:M Which are evadable to be Fmbw eel by Contractor p=mt to the nt 1. CO*W Utdt - Pmw* 2. Coetrol Unit - Truck Mount 3. Cobb Reel - 500 fed 4. Cable Real -1000 fed 5. Third-Mm Winch 6. Light Thin 7. SPOM Bulbs and other spares 8. Pacimrs 9. Rouen TM Zxmuur "jr, Bqtipmw Lid, cmwaivg _. C b Pew y inompm" into the infiormetioa schedule as if fi* eel fix& tbrein IN do orent of a conflict between the terms of the latoMWM sabedttle and this Bxhbit, the terms Of this Babihit 0>b0d1 oaWW. All other lama and wodiBoas of the Iah madon Salm" dM tam m in FA lbrce and eMa. 4c M ?t a tt4rp.w u.t. Mllew "A atwr EXHIBIT" C" RECOMMENDED TOOL LIST (INFORMATION SCHEDULE (SCIIMLB -A-) TO NON EXCLUSm SYST7CM 1NTIGRAT'OB ACREEAUWI) TEN ETLWW "Cm. Rm mm=W Tool Litt, is made a part of the Sohedub of lnfwnatkm (Sdtwok -A") (the `106trN"bli 88hIdd a) b the Non Bsciwive sysigm IDWSFator A8leO=M ("fit") by and between RELINE AMWCA. INC. (`Rafte. "Wet", Me" and NOW) and the Conb=W idendfled below ("CoabaLbe, " Yw", "Ywr", and °YORWI 4PkW and *ftrdo" refer collectively to Contractor and Reline. The "Owing sets fW 6 the lint of Recaumaeoded Tools which nt may be used in eocgjunction with the Products and TrUCh WwAory Rom Moen Red an VMrat? gprirp lJnk Cm W r01. k 1 3W X W RabbwAir How 1 36"X 107 PAdAW 300 pd Air Hat 2 Air Homw R11e 2 8 Fo e- taivw atl 1 P1gW Tach 2 38 V Flm sm ON 1 Combo Pk [W ON gat 2 5 Gal Budget 2 Trth 10 bgTde 4 Or Uramim Peen 1 Pet Wtardh 2 ChrvW img PtwaBal Pan Harrarrar 2 Tin grip 2 14 pc Combo VMwaoh &d 1 17 pcSo"W 1 4112Gdrw 1 4" Qrmft 1Mw1 1 4"rod dv 1 0 Cal Fl- '10 ! vft bgRaim 1 S Ilal an can 2 J07 taNMlstlg Tape 1 UKV 100 Wth 100 blade 1 Grey 3' TLM 2 Gnwr a TUFLX 2 ww mopper 2 PNW Jack 1 107 gbobiod rod 1 Tool Bar 2 81+ort Obdo. Hamnw 2 WWGrn 2 Word 2 Oral tw Yeorvy w 1h 3M8", 7W, 14", 6118", 30-,711v- 1/d' 2 . CoidCNaW 1x12 1 Ire x 67 300 paw Air How 1 Mm Hk*MW Jr. 2 Has Rewr (JWW C N* 1 4 aAld I * jC Cord waj4rwah H* 1 6A *8.78 Cdd ChiW 2 VAW gnrp Wrle 2 CukoNam 2 WAL Eye Pul 1 Day Gb Orarp Ag How 1 H dWam MbMwa * dW Bolt lshort & brill 04bn Poly Rope TM OawaUta" tyve TWMW PW Rape SrWW Cord Wadim geed Of" Rcpt lame x 11W) o* bpdpnwnt Go lam vb Troods adbVab MSA Faanm* Fist Aid itlt TYwh Cow aft Skah Soot. 6w Oiu Yetbw pAka s 1500w hold VYbtfdght 804 PVC ft.Olow, teaetw cSow endror Iws?, chow ., 41j, SabedltkT ended Tool Link r Aft dwitim in the , oCttLjI R* ? 000 eva x Of I COUN t betweei yb ? ?? is "Omw W. W? f tam' end cooditioosof the In6otaaon eO Schedule rd dM . the SdWWO shall tamaia is Adl force and effect, R LINX: t U AVER By: Date: ?v2 mamm4w =VtA 6 C Amm"Ibd Tod Lilt. 2 Daft --4? EXHferr "D" PRICE LINT (INFORMATION SCHEDULE (SCHEDULE "A") TO NON EXCLUSIVE SYSTEM INTEGRArORAGREEMENT) THIS EXHIBIT "D", Price List, is made a part of the Schedule of Information (Schedule "A") (the 4ohrenaUon ScLeiule") to the Non Exclusive System Integrator Agreement ("Agrewoust") by and between RELINE AMERICA, INC. ("Rebne, "We", "Us" and "Oar-) and the Contractor identified below ("Contractor", "You", "Your", and "Years"). "Party" and "Parches" refer collectively to Contractor and Reline. The following sets forth the list of Prices which are currently applicable to the Products, Equipment and Services to be purchased by Contractor pursuant to the Agreement: Blu 1. e-Tak UV CMrinn/lnstallation EauiQIDen! Option 1: Truck-Mount Control Unit, 1000 ft Reel, 3rd Man Winch, Ancillary Equipment Manufactured by Reline America $175,000 Manufactured by Bradenbtuger S210,000 2. Option 2: Portable Control Unit, 1000 It Reel, 3rd Man Winch, Ancillary Equipment Manufactured by Reline America $ 175,000 Mamfadured by Bradenburger $200.000 3. Option 3: Portable Control Unit, 500 ft Reel, 3rd Man Winch, Ancillary Equipment Manufactured by Reline America $160,000 Manufactured by Brendenburger $195,000 4. Control Unit - Portable - Manufactured by Reline America S 55,000 - Truck Mount - Matudactlued by Reline America S 55,000 5. Cable Reel - 500 foal - Manu wtu ed by Reline America S 65,000 1000 fact - Maatfeatured by Reline America $ 80,000 6. Third-Man Winch - Manufactured by Reline America S 6,000 7. Ancillary Equipment: Light Train with 3 Spare Bulbs, 8 Piece Packer Set 6 - 24 in, I Mounting Roller Set S 34,000 Su 1. pport Services System Training S75/hour plus costs 2. Equipment Servicing S75/hour plus materials, out-of-pocket exponses/travel (+15%) 3. On-site Technical Support S75/hour plus materials, out-of-pocket exponeee/h ivel (+15%) 4. Options Support Services S75/hour plus materials, out-of-pocket wgxmses/travel (+15%) I i-Thiwkruaa in Wllimwt^m Diameter 2.8 3.5 4.2 4.9 5.6 6.3 7.0 7.7 6 inch 8 inch to inch 12 inch 15 inch 18 inch 21 inch 24 inch Additional sizes and wall thicknesses are available, please call for pricing. THIS EXHI$1T "A", Price List, containing _ C'b pages is incorporated into the Information Schedule as if fully sat forth therein. In the event of a conflict between the terms of the Information Schedule and this Exhibit. the tarns of this Exhibit shall control. AU other totms and conditions of the Information Schedule shall remain in full force and effect. ..f? G By: - 7iti's Date: .t/?1.-1"7 K' Ro inelinpotWoot sod ereASys hang Agresl Ha" AgroeWAbibit D Prins List Inform Sdrod A 618-07 RELINE: SCHZDULZ"A" NON ZXCLU8IV9 SYSTIM HaWRATORACRIMAUNT SCEOWLE OF INFORMATION OF THIS SCHiDULR "A", Schedule of information (tbo "inform do Scredaie"). is made a part of the Non Exclusive System hdeptatoc Agmm d of eves date (the "Agraaateat"), by and between RELINE AMERICA, INC. C Rdlae", "We", "Ue and "Oat") ad the Cmunow ideditled below ("Coatraebt", -Yee, "Yme and "Yeas"). "Party" refers to Reline or Contractor respectively, and "Partla" refers collectively to Ralime and Connator. 1. WOW (a) Atli. As used in the ApanwiL "Reline shall moan Reline America, Inc., a Maryhmd tmrpwdim- Nalioas requited or pennitsed lobe given to Us by You under the Agreement must be in writing and will be effective as of the date and time such notion is received by OurAudwriand Aged (Michael Budthard, Presided) at Our manufacturing plant located aM 116 Badopound Avenue, Saltville, Virginia 24370 (the "Phomej with a copy of my such notice sad by First Class Mail, postage prepaid to Our oWms located at 24012 Frederick Road, Suite 200, Clarkatmg, Maryland 20871 (the "Otlloe"), Allmdon; (r) s the Agreement, "Cwattaebe shall mac the following (Prgrr or TO: LEGAL NAME '?_ A:?'ryn DBANAME _57'e-We - TYPE OF ENTITY (Glad Axe). Qrpocatiom O Limited Liability ComWy O Limited Parmership O Genets) Partnership a Sob PaRe iewr O Odd STATE INCORPORATEDIFORMED, . r ?,ff j FEDERAL TAX ID NOAM AU'1 HORMED AC1EM (Au%ftd wleb AdxdM/kor* y dtlr.?ps / oar/ ?/ ?///?1 CNrbrtOfar-Natasaallt?):'t",RK' ?I?s /'I _ ADDRESS Oft Pioridt slr.w?):??a iiAF? VPMff X? _ P.O. BOX CIT STATE. 21P: 71 PHONE N? FAX I wow &YvIAIL: f-_ Nodoes tegaired or permitted to be Siren to You by Us under the Agreement must be in writing and made to the AddreaalFax NanbedB-mpl Addtass set forth above. Contractor acimowledga and Ogress that such appouMpo tt is noo-exclusive std Reline reserves tbo tight, in its sob dmretM to imwesse and/or decreme Cmtractor's Territory and/or appoint other parties as Systern Idegralors within such Territory at any time and Sea time to time dun ag the Term of this Agreement Any such modiIIcatioms to the applicable Ibmtory shall be conformed in writing by R lime'sAulboriaed Agent & EMINSLj& Attached to this InfonmaHm Schedule and imcorponsled be* m XxIsibit "A" is the list of Products which are available to be purchased by Catoscwr ptmm" to the Agmemed (the "hwimid LW"). The types of Products ad forth an the Product lid any be changed and/or supplemented by Reline in its sole discretion at any lime and from t time to time during da Term of iho Agimment by wtiumt Amomdmm % to the Peoduet Liu (ExW* "A") Aped by Reline's Authorized Agent Contractor's Use of the Products is subject to the Use Restrictions contained in Section 3 of the Agreement. 4. Attached to this information Schedule and imceapocaled hm m as Sam* "B" is the list of llguiptnuN which are available to be purchased by Contractor pursuant to the Agreement (tire 0Egs4maeat List"). The types of UgWpm* tell &M an the 8gu4mmt Litt may be changed and/or supplenu rated by Relim in its 3010 diswetion at any fine and Awn elms todens during tla Term of this Aatoettwnt by written Amedments to the Equipment List (Kildbit "B") signed by NON EXCLUSIVE SYSTEM Vfr EG"JrpR AGREEMENT SCHEDULE OF FINANCIAL INFORMATION THIS SCHEDULE "B", Schedule of Financial information (the "Floaacial Schedule), is made a Part of the Non Exclusive System Integrator Agreement of even date (the "Agr em eur "We . "Us" and "Our") and the Contractor identified below ("Coatraetor"? Yoa? 'your, and "?„ AMERICA, INC. {"ReUoe", Reline or Contractor respectively, and "Pardo" refers collectively to Reline and Contractor 1 "Pam" refers to 1. 4 In order to induce Reline to and to extend and/or allow the «WdnuW=-M of credit to Contlactor aPPoint Contractor as its Non Exclusive System tray in lux"dance with dw WMS of the My individual ? y whom is required, as a condition Of such appointments and e? x?tensnbn offred ?grato r it, to atteh 8rhaocial as Performance as and payment hereunder (each, a "Gu mm"r"), each hereby agrees to provide to Re line Redine Agreement (the " FINNECW ")• Sao Iortg as the taste contractor's ability to perform at any time during the Tenn of the below also hereby: (a) atahorise Reline to order and ' Agreement shall tonatin in effect, Contractor and any Guarantor listed re?g to COMM&" and/or Gtaranters from a lY obtain a I and Bradstreet (D10Cg) or other credit report cr"I agency of Re authorise and direct the Banks and/or Trade References idenmtiP below to releasehFa's choice (the "Credit Repart"); and (!) mancd Reline upon its request, In addition, on each anniv Information relating to Contractor w Contractor shall submit to Reline an e? updated of the Effective Date of this Apeument, upon written Financial inlbmuadpa Schedule of Financial lAu tion (an "Updated request by Reline dot Contractor and/or Guaramuora provide to Reline, Contractor and GWnoMt Shereby e*) As to any warrant that ramc6 Financial tnfarmeoion is huthful and complete and feirl and Contractor Guarantors thereby represent and and income ("FLaWW CuuiWwr")• The Fmss1 al Infoamaa- forms a m Pnofrefltheects their respective assets liabilities accurately , by Reline's Authorised Agar in making the decision to and will be relied upon and/or allow the twntiatnadim of credit to Cootractar hint Contractor as its Non Exclusive Sys tla? ,r Imo on not • aD cusaftty and contpletel re scoomnt ra t with the team of the AgreemenOR ftmWr Und to t, Should the Fina wild contractor or Guarant n fail to provide additional orpresent Contractor's SWIM GharalMM' Financial Condition when and as requested final ti me to time supplemental Financial information and/or an and/or should Updated Firtanccisl Schedule default Pursuant to Section 11.2 of the Agreement ins during the Term of the Agreement, Reline may declare Contractor to be in A. LEGAL N d TYPE OF ENTITY (Chant One): DBA NAME: O Sole Proprietor OOther Monition O Limited Liability Co --s'? mpany O Limited PAP ? General Partnership STATE INCORPORATED/FOttMEp: Xi //, f? -FEDERAL TAX !D N MONTH OF FISCAL YEAR END: ECG YEARS IN BUSINESS (CURRENT NAME): -- YEARS IN BUSINESS (OTHER NAMES); LIST OTHER CORPORATE/DBA NAMES: ADDRESS (MW PhtvvideS^W P.O. BOX: CITY° PHONE Nl- FAX E _ STE: IP J Er?j L. CONTRACTOR'S SERVICE AREA: 61 JURISDICTION(S) LICENSED AS PRIME CONTRACTOR - ?? JURISDICTION(S)LICENSED AS SUBCONTRACTOR: 91- LICENSE(S) EVER REVOKED? (CWwA one). CI DO YOU YES WM If yES Please explain: INTEND TO PURCHASE INSTALLATION EQUIPMENT UTILIZING A LEA COMPANY? (Ckeek pas); ?j 7110 11 If YES, IDENTIFY LEASING COMPANY: SING (I) L1lD1l'FCl M The follow' arxUor Directors: m6 sets forth Contractor's primary pportersvOtTicers meo ?cr ?k, v W AE ( P/ F3 A lN?r V b?t at-T7?r? ?G `L ?/ Y .C ?/ ?! F /c?rrl i ?!!! GC ?s? ?tC"f' -.c /t /'? {?ilc>Q. Gr7?'?/ J! r , 4? K :S 'r 5 `- w?• bw cmawm td W -- - (_) rL1'i As reed ,n rh,s 1h0Ief1Y" " „ -Y had "Ito whisk 4kady Or•A a trdfnpgy, is loww r,ewu oomolled, it order oonpv! ut; or aowrolr Cwnrac,or w 6 -MWIed We ermo aatily • Ccol,sabr CM& o (CU4 0AW). Q JS L Not dirieion d b arodw oorrpaWAN"ry. Fvr each caww am* r Ae11 =Wdlay OC yr WWrwi- w. Alydl, U) LEGAL NAME: DB 'N A NAME: -- - 1V4 Av c;TR ADD?ss• WS CITY: __ 1Y1 ?.l N N , rt t --s. ?_ 8TATB:w1 0 S S J PHONE No.: -7 -- FAXNO.: _ B-MAIL: ?] O ASS ?1 [ DESC RM CONTRACfoR'3 RATKMWTOAFFILIATBD -- ?i .L?1 i CCEc 1 CO 1. GbMPMNY: (3) ? AMm" to lh6 Credit SOkukh ae Zah" "A° acti (s) Cookm ar's oKdw yar wd Finaseil 91eov for kk*ft P? Ihroe (3) rears (the "lrl rYeots ( balms 1dD0m0 e?lo?eaR and cae6 Bow a+r? for lfk "): (;) owmi Dk% and (c) mmm im fmwm t The QoUowlue eeb foal, (4Cca)s •s ?: Cuousowe canm mmft Capm*: i ?. S r ADnIxES?: y S (0 wwe: _- 1 ? v Rd CITY: V STATE 1 1 1 1 PEiONEN0.111 ?FAX1?1'ip Cn1l7'AGT: N ---?" _?Sia?w.: v" _w . (L?Sa 5?.??n•ct COM DATE CREW EBTAEL1S M&. S 3 Q UMaJk lUW& T4, tWbwing ! '• { ? Refnaooee: eea1. rart6 coalreolor i 13aek, 'trade aad ? (4 NAME; _ _ CITY SCATS: -- FEIOMNO.: _ , - _-_ ZIP: _,10 V FiUC NO : ` 1 COMAC : . E-MAIL: j _C (? N mss: o N AM: STATE. PWWIINQ MAIL CO NTACT : WIAKJSMV f. M laduumma (uw you bow 1e uaa to Fwemft ?.wek ADDRESS; (9 NAME: cmr: FHONg NQ SPATE: FAX No.: zip:.._. CONTACI% - - - &MAIL: IaATBCREDITESTABUSHW. r Z ;.rte rt saraewr •r- AihoWdAs nwaf ass Caaruow LIt111 Liss (c) ' W ADDR crryr a t STAII FHONB NONS1• • l . 31 of FA,c 1_?1- ?S - 0 E-MAIL: CONTACT: O n ACCOUNT NUMBER: _ - ---- ?'1- -- (10 NAME: AMitBSt3: -CVO- ao F 1A • ` cross M?S?c.??L____..___- ---- Nn I ". .11 - %AA sTATB: P A w? pv`IONEN0.:1r,•y03 t FAx I!Z ? MwtL:?_S???i3.+??.!??a ...??- ? p t?G?A?K • LoMI` CONTACT V%4]1 tt M.1 0 V+ S ?. ACCOUNT NUMBER: v 9?'1 (d) ?YIfYgL?rfl1.0 :? (i) NAM : ?' Y1 1? . *-± ! 2 V _ . a ?J11`? M V N (C, Q p ADDRBsS: CM: PHON ITIM, t16q-?3 FAXNO.?p? MML• CONTA r A. h n (n Anus: r)°A b M .I, ?_Ew'?(ZF „Qv tom. '?v?h?Jh1[ ,Aw..t ?_ _... _ 1 CITY ?? V. - STATE ZIP: 1? 5 PHONS ? 'SS - AX CONTACF: btis-i e n _. (6) Coapactor hereby roprmema aril wa Tub diet (a) it is v"* "iflISS cad in send s loading under the few$ of the jtrtisdW. in whah it a formed. (b) it a atdhmIzo l to aaim into end 1 1 form ib obliptim under this Agreemmat; (c) tWs Agresmaaatt is valid and Wading open it (d) Iho Fiwua;ial Sblamaab h*preeeW he liDM=d oooditan in aocadlauce with seomeily eocepled bonne n padooiplaa and them hoo been no memial aaivaam chomp is twdt finmoiei taoaditlm or Caohao0or'e business; (e) throe is eo PncdiWi a tbtodaned acliuo which ass? MWWiy 116e1100 edict Its tfolacal condition or budam or which could nmwWy adversely obu ib swirly to perform ib obligodoaa under the Agaeeatoca~ (1) it has not. (i) aside a pnmd wigoo ent for dw boamm of auoditota; (11) filed asty vagta4ty Pam in blukuppay or s uffxW the Ming of am invciutatsy potitim of its creditors; (IS) awSbred the appoiatataau of a mwvar to bite PeMawiou of all. or a&dmpelly all. of its 1ata (Iv) WAINVId the a or other judicial asimue of all, or N&dm ally Iii. d W anatty or (M) made an offer of sewcu md. w tetsiim ' to it, .di. geamally; (g) a. individual exaoutlog thus Credit Sdssdula and the Agreamssd a itsAullmnsed Aged whom a duly anihorieed in behalf end o6orwiae bind Combscaer, i do for mad an i () Coabcaplor is is ocmpliaaee with fire imamence raquitmeeta ore forth is 8eaolica 10. 1.3 Of the Agteetaad end OdWwae cone rod will commue to curry the requited lummu es pagaim anal (f) CouaWAor earl all Pena or entities grad are A MAW with Caotracbr are is compliance with end ant athemum in kWh or "Wt of the Usu Aatriotim at An* is Seeica 329 of the Agreement. I INS aatbewb Wed COWINW bC triad M b do do AenMiwd and tai Owlil SA" for cad as iahalf or Cwwapar wd Owbow"d oabdWOCaabadtyIbmbyOdbinXdwbadwmodAWsaOaklapaq*ob% bCwh ow. on bebw of Owbodw. I Irraby aatboda Mica b wad Caabadora 11" ad TO& admaow d edowd twda. On bbaM' of Coaraaor, 1 baby a tdwawidiwdasrllaakGodT062dawawabwbrwaddwwebear"AMMIddbbMMioaaawade8CasusdoeSPiddlawCadhim. "8"- Fbsaadal !q formadon 5of5 Contractor ReJMr Is" kale: iacand by Reline for any indebtedness inwrred by or transferred to such successor Entity from Contractor. This Personal Guaranty is independent of any rights that Reline may beve with napect to the d"s) of Contractor. its successors and wiryn, and all of Reline's rights we cumulative and not alternative. 7%todasigned Guswaor(s) bw*y waive all privilege of e caouat, including their bomestead examption, as well a all requirements or rights with rapid to now% preseaaeot, demand, notice of dldK=w, notice of prouN, notice of deowd end nwpayasrt is the avant of ddkdt, and the undersigned Gwrarrta(s) IVndnr avaa(e) that This Paso" auaris ty Is hereby deemed to have ben negodared, axeated and delivered in the state of Maryland and the etcltrlve venue and jodsillWou for any Ngd Kenneling WWOS out of, or seladag to Itda Paroond Guaranty, including payment, " W brought in the Circuit Court in and for Momp nay Carty. Maryland; and this Personal Ousanty and its wont shall be udoprated and governed by the lam of the state of Maryland, without regard to any chine dlaw proeldan or b any rde or pnaaumpdco of law lagltiriag that it be intaprelWd or construed spinet the tarty who caused it to be drafted. The va"ped Guraawf(s) hereby sa hallo and want that the abUgation rationed by We Pencnd Guarertty, is solely for the purpose of carrying on or acquiring a budnwe or aomemdW lawslasa wiWn the nnoing of section 12 of the Caanaad L.aw Article of the Annotated Code of Marybutd. 'Inds Peru" Ouraay +s execuled by Otterares(s) under sal. THE UNDERSIGNLD GUARANTOR(S) HEREBY AGAZWO) TO ALL TERMS OF THE CREDIT SCMWULA AND THIS PILRSONAL GUARANTY AND THE UN9LR81lGN2RECOGNUMG THAT RWV= IMVIDUAL CREDIT MEMY MAY W A NECEbEARY FACTOR IN THE tVALUATRRI OF REtJNE'8 AFFOIMMMT OF CONTRAICWR AS ITS NON EXCLUTAV6 SYSTEM INTEGRATOR AND THE EXTMWM ANWW CONTI NIATR]N OF CRIKI' TO CONI'RAC VIll, RRHLRY CONWNT TO AND AUTRORIEE THE UW OF A CONSUMER CREDIT REFORT OW THE UNMAWN KICD NY RELUM FROM TOM TO TVM AS MAY Re NEEDED. IN THE CREDIT LYAWATMN FAOC= AND THE ONDtR810VED AGM M TO HOLD HARMLM RETM& AND M EM910YEE8 FOR CREDIT RWOKnXG OF TU UNDiYlORLD AND AUTHOR M13 RLLDIE TO DINEMINATE CREDIT INFORMATION ABOUT THE UND 1GNED TO INQU1RJNC 80URCM WITNESS: GUARANTOR: By: tndividuelly (Prey Nasal Date: WITNESS: GUARANTOR --- ------ (SEAL) By __(SEAL) _ (SEAL) Individually (Film AAssrJ Date: Reline acknowledges that this Credit Schedule, Contractor's Financial Stahownts and all other Financial Information provided to Reline by Contractor and/or the Guerantor(s) shall be held in strict confidence and used by Reline solely for purposes of evaluation Contractor's appointment as its Non Exclusive System Integrator and to Word and/or allow the continuation of credit to Contractor in accordance with the terms of the Agreement. THIS SCHEDULE "B", VINANCIAL SCHEDULE, is incorporated into the Agreement as if fully set forth therein. In the event of a conflict between the terms of the Agreement and this Schedule, the terms of the Agreement shall control. All other tarns and conditions of the Agrearient shall remain in full force and effect. CONTRA R _4 2? Exact Legal Yop!p By: Print Name ar" Me Date: _W= K Raline4utpn0wal and MM\ Sys hiss, Agra\ScbedlSdmMq a Financial In(muslion 4b-1a-07 SCHEDULE "C" CONFIDENTIALITY AGREEMENT (SYSTEM INTEGRATOR) THIS CONFIDENTL4,LiTY AGREEMENT (the "Agree r) is malt as of the Efective Date set fwth below, by aid between RELINE AMERICA. INC.. a Marylend corporation. 24012 Frederick Road, Clorlisburg. tdI referred to a "Rtlis a"), and the ed to ary and, 20$71, USA (hereusstter independent contractor identified below (haeioafia refixred to r " Casatracbr"). aIfIIA14rk R-l. Rdiae is the owasr of an exclusive licaon to use, and licause others to me, that certain process, method or system (as hereimafier moo fidly dssodbed, the "Sfapr^) fir the raw of noitery sewar, Mum water and other nom-prinum " " troth" uloavioMt light ("UV") curing MY CASing T-b-bV*) of light hardening liners, short tiers poison ( ) bra and other spptea mooor than vet that omtirms to the lower periphery, of Pip" ("Loren") in oogltmceim with such other materials aid pew (Odk@tndy, the FradmW) and ewmpolm used for installing such Products (collectively, the "Ygeip resat") deve4W by Reline amWor Bnmdobatagssr Reline GmbH (0111V, d of which are oomporoom of the Sysbm, together with all "hoodocpyl ttoparty Rights" missing to such System, which trm inchdes, but as not limited to, all pdanOr, pending or numod, copyrights, mode marks, dosiga rights, so@w'am methods. fixmnlo, know how, tide teereta and other confidential rfermahon (collectively, the *LA=c d System"): R-Z, The tale and du dladjoa of the Lacansed System's Products and Equipment is wo mphsoed through a network o1 specWrssad companies under construct with Rdme the am appointed an non ntclmive system moegsabn (as* a *Syatsm V leer" Contractor by exprawd an bond in being appointed as a System Integrator. As used in this Agreement, the term "Bushome OPP * m"r the potarid appointment of Contactor as ous of Retina's nan exckstiw System mtagMors; 911 As used is this Agreement, the hollowing terms shall have the following meanings: (a) "Recipient" refers to C40"dw ad any of Contractor's AMtiate (r defined basin) and their respective Raq"eoastives (as defined heron); (b) "AMMatss" or "ANMMu" refits to any legal esstily which, dirv* or indirectly, is controlled, is under common com rot of, or ooatrds Contractor or is oontroilod by the ovra saucy an Constructor. 1Le terms "csntrel", "aastrow and "eotarwhd be move the power to ttireet, mango, overview andler rsoier the afiLirs, biodum and swats mime. (e) -Party- mfrs to Reline and R"ipiant respectively, and " tarY"* refine cclerively to Refine OW Recipient (d) "Repressuandm* mfiea to a Party's moyae, chambers, assaying mambers, direolors. others. . mod. soootMOaots, ssdvisars, comsaitots, imdepsoderm oohmrssston, agaasts, Afiltiales, wcoesdrpointersand awga; aid (a) "CwMaeNel m/Snseliae" dhdl uA* all wiorndion, data and nmm la of my kid, notes or description (whethw ripreseatsd ha a WOW or imagthle fts) "latins im any we to the L.icarred System, Ra w's waileaprl property Rights, Rd=.& E4tipmant, Avduots and Service, any Devdnpensat Work (dsfimed below,) and the maamw ofoperation of dente or its busks", which is, dire* or imdireoty: m disclosed orally. in wrioikry, electronically or by other mew to Recipient or (Y) observed or learned by Recipient "chile visiting or hisloo its Mme's plwe of business, job cote dd/ar the Licensed Syapr. Without limiting the geaaaaiity of the foregoing. "CaaNsayd ld""agaa" doll include: assn, bwiead ptterno and praebo" of say otaatomers, Ag do, omqft W- reords, doaeeor dralogion, and related and dda, oustomer lists, "pplier lids, wodnot oat inhoutian, employee imhoemipoq maositah, (die ec *Dtolive agreements ( this Agreement, any deRoiNw agreement raiding to the Ben u Opprtuoity r Om-m* -Win ??? and o Wensw thd may be encored lob bdwean the Patti" in the fidurej siowbooks, f01m"?. attsras. ProOssms. methods, ), campatr progrsou and disks, books, o apgoultu , cralicu, dsv?p?. dulas, - Pse"'W tines, Iddtrs. tseheieai ? ?' mss' p acoom trade season, trade merb, service made, stahbes, t adyee, scbe W _ anipt. jacto-types end Models omopiWioms, devices, mvenhoms, aogioeeriog and laboratory nobbodw mahrial lieu, speclfialioo, Propdtn" and other and other mirt lion raiding to the Licensed Sydow Reline's intsli"tsai Property Rights, aid all operation of mt or its "pacts of Reli ne's Products, Egdpmant dad Servim, are Development West and the muzzier of busioe": RA Recipient *11mowlailps and confirms te h Recipient has no prier knowledge and exparieoca with U v Curing Technology or the Li"nsd Sydm; and R'S. In co 'oa with the comsidanpoo of the pursuit of this Busman Oppottumity, Reline hr agreed to provide to Recipient cxrtam Confidential W=Mdicm, aubjeot to the tams sad comdibmis contained herein. All rl 11111 M: refasacar NO 6W' Tx M RE, 10 kwmeiderdiam of the mutsal oovana M ccatsimtd basin, the Recitals which an aacorprded herein good used valuable der fi OM: rim the receipt and dulHouncy of which are hereby actmowledgsd, rho Perri" agree as 6116 ExcoPt " expreasly provided in this Cossfidesorsi lmfrmalisa omfidodd• (b) dog not in Age nt the Recipient: (a) shall troop dduw* w otherwise make available do Comfidedial lafsomdioo ? 'dam' or ' lades' divulge. commamoo oidi onfid or labrmatron oily her RsdP m's avaludim of the Bwi en lpp there b of a any annoy st emtInte sad r (arhdl ido the Csafideto 8 Dailosib" A$ro=NM) and unit Recoaves own on. Cmfidenfvl latthe« m "i? System alosod by Rah-'d Rop arms ivr. Cmgdedid i Reli 0 sue( k0 ?~d to" demon any C d to malusloo any Co,? khrination diohmod b Ris ipiaoPs Rgwum iv". This A ? to Ampent " to tttiell i lobematica. whatbor made behom or agar the exattmion of this Agreement. no 00 aPPIY an tiall static on use obligsdms of the Agnament derail toot apply to CooSdertCal hrbrmdim whiadr Reciiiii" is ask to show: was ready known u e b Recipient at du ties that it is disclosed by Ratiae, Provided that Mich prior knoyAWV can be n (a) by ium records and dowAN" or ether eompoo m evidsmce surd is sae otherwi" obtained Gem a semen addr"wd in SOperograph (d) below; ph anent ; (b) was mdepadanty developed by Recipient without raiianoe an the discoed CpaBdeitiv ow pai developitood can be nabalowtiped by wriaen taorda and doctionatits or other compsisoot evlahrousbon, ido Provided that such fined &am a sound oddaesrd in Subparagraph (d) below; (e) is or becomen public domain es and u not otherwise obtained (or on behalf on the Raoipiaut or (d) was or becomes avail" to Recipient on the i nud,00afidindial fn- b- ore a source ong?W ate or aoi elm try B or 'hosr ?peaon"di'. Provided that such s' - - is not bamd by a cooafideuddily ag e®ant with Reline erecter BRA lWioe at BR or Y ant liaait>d labtmntow as it doems ea.aoosely ammawy to evaluate the ihouw ity of the B".. Rains spOOS to to- including, nwrpmm oss4 and aib NOW dos Onslocial cots' Ixvduct camPoarms. iaatssllafioa tmrhoda end cods, Prod uc . Points, and technical . Iral w Z' " I WWI Reviewer agreed rd acknow?r r fOUOw$: (a) the Confidential lof Mw Nstalslnsd sassaY antmvlsw lea oaseMSatim wfth ebe ou of a Buaiasss matim is 14"" Atodmlyin t'anatrasaaa'e appubNmwa as Rshaa4P serer U of a vt SysaanIlity and, to the event the parties enter i to a IaIMMwNNa end nlyyq as any ildWuwkm Of uaaaubuima owtainsd in swrh CacRd W1d1ator, (b) Reoipioot ie aaawag the CoaGdeaslial enti n a+ et hint °° ° risk mad Reline dull have AVw-mw -SywtearlwteBi10wr r ?16 RAW °O ?he4Y ? tray ieaoafacive, omiwam, ertase a old, ntattere whidt apps, is the CosBdestia( rx% d w CaaBdmsial b6-A lice Scilly m eaaeetiaa with the emptontice of the Benians OPPOCIAM . a Rft We a Dallitiw Ap"moK Contractor's appoia?omt as Reline's am axelwive Y in the event the Patna ec10r ces" sYe10m Ltieytabs: AMMOMMIM kmw A Mic Prda 1-prascot sad wunO to one soother that deny an scpyispcated "dwhadiv &W, ad espsriasoad with the gnm3id nod bluisese risks wociusd with do pee" trsossaion ocMSmplaMd betwem the P"- Sabjea b Pstagtspk 2 above, tits Pat ' a" ukeowh* reed apse t o shay I owktsb the mrits sod risks of Final of the Br riaese DpportMib fwd as Ws iofotseetim aaaariefd in 111- Cmfidsmmi b wmmbm sod &W own kaowlWp end supreme. Cootreer, reprmu-1111nt (1) it is takbotiasd to after into dds Asnsmoot: (2) this Allegan" oooe04ttos a vWK biding sad on6m sprig oW*oim of Recipient, and (3) the prase atevutmg dens Apemmem heu bum duly sufborised to do so. 4• GIIIIIIIIIIIIIAL In consideration of the delivery of CoaBdattial lefiam i Reapsaet's Rep u u follows: 0U, Recrpma epees an bdrlf of Recipient and Butiaeu (a) Ilea Confidemid lafoematiou a and sing remain solely for use m omseMim with the potential p mt of the CpPdbmMy Rampant Shan ataifWf the CaoBdmad b hmuhm to Met ooofidrtoe and protect the Coo6datiai Wore hoc, MN the ofcal u a- ften ofem u it trusts its owa coddmOd and pmpisluy Whomstios, but, in o0 ovam, dqm doer sot 6 dmn = b be" Pddlehed or a ram pndat and oarsfM 0ompaW would nee sad employ to protect -reds ucm which it tedorn s iof wilbsut Relim's prior wtiuo oaosrR elidl not minks capias oC or dbarwiu dapnicars, any CooHdentid (b) Ccslldasdd lohnomm may be disclosed to Recipient s Reprasaareeves wbo have a need to know the CaafidmtW be6sestios, but only to ties eetmt neom mmY for Recipient's evakrgos of the Btmitem Opparamipr sedlar a a Systim Pmmm WW to 69 Wooledm ilgbu a Mlivi solprt shell CQUIldeeeiial ?bommom disclosed b All scab Rommetalivu sWi be sooeals at record ofaR w R in addit addig" go to 00 0 amed wherai say Caafidmrai Iefrnmtim is dialossd, and shill provide a copy of muc R mWiaasst, prior b rhea disclosure of rhea Confidential lo bamepou to my R p uUme upon teaser ion b the feregmsgiadepmdest paaYaol,i of Recipient. Recipient el l &M obWm the wipmet re of*" met ma a1- confidentiality d10o10 or usher idsaticd bR?wa ud worlds the ame b Reline. Reaipmot m6n be U" for bomb offft ptovisious ofdgs Agream?t may ofilm by Recipient shell po pt?ly anif Racipient is * Relies is d in mP jdiorl or admiietratiw ptoe=Wg to disclose soy Cm6dneW Peokctiw nsfidee" "a-*. [f is 1110 4101100 of ash a p ao d,errRatios abler , t Recipient is R Recipient may disdoss snob Co compelled to disclose Reline wrium lades of Ile Comfidmtid intwm"m b be disclosed MAW Wm°dsr P 1*4 them Recipient ipva raepmM and ib apmq Reonpimt rise her but dhm b abtsia aseataeou WM omfidmtio disclosure a is practic" and, apm Rd"' lofarmsfim Reeipiraat any diaolou Ccofident10l Worece ice if required eby INY t om dwAioa*M law N or be accorded to each Cmfid," Reaipiaot ehaB give Raliu writlm notice ofasche disclosure as 610 in advance ofdisononfu as is ptactic" repletion; PrOW&W Rm* d Go ie it in t ? tint (1) lies COmAdseml IeSrmstka 10 a special, v"", sod rmique 004 (2) there rssriodom (md obiipBom p10-m Confidential 1a?rumbos sad Imemeeas; (3) Retie would eat h?we disclosed Ib C adutiai mformatioO to Race e 1Oteeae rib ? ? bl* ran* in ties Alpoommot; and (d) a la" aftim W= of" Agrusmat by Recipient will ?s peen ?anboRe. dapsiseb10 mot imkdiig m i?rooeian Blom a overt of w00s Ow Rdiu elrB be artillsd u a mtlbr of right to compotant Apaaseast. Recipient fisther yr ens b waive my regliemmt Ibr dw saw POWINS of may bed dm orat dKomommad 10sct ? of dis y sft 1* le "motive auBdtWi be is a is lies of all OdW tWO and aseNio of Ralime and, thus Apusmset by 6as10fise rsiliaed in Ap?kl IWIWM MO 40000otiml; and repayment of all pao&r 00mpuastim. reofmasatico or oth, (e) All rig6q red remedial F MW in this Agreamm or available under applicable oooc law shall be deemed m ertent and -a"- ad not dtemmiw or se". tumsdise to then fall ernmt w and this Agrusw she g proceed with ay mbar of rawdies at ties same does or as ay and,. nee paramiu m aarmitsed od by cos law d randy en ad y par Party pr gW ?emrmia m ?oad?ir lad drub the act be dommani as proceed at avy d? under occurnooe of launch by aaodmr Piny under this Agreemem, any may a Rob bridge m action err psmesdisg 10idig out of Imams Agrsem 1-e, *, r un arms le tamely. In Its avml time veld, Patty to thin Agnmrmt P_01% pwW a are award provided u Sobou pmmda to Bedidgment. m such action or pooh' is addict. to aths be mtidd b m awarded, povided Seri actin dsmsgss or relief Ruipiem's -WNW- of Ib BBei our of Ref) - (nod, wbMYer or art such 1-90011111111 base ends, upon the coock. of shag bar pQmPdY ddiv by P400 gt to RAW ad (1) edl w Ada dsfbal ?0° is We poswelof (or under the cooW) of Rgc* m adios. ma[yass, and odor doomaeka (wh"m is mscRdb Wm dkiwd the Iteas or bud deneoo, iachw" coos, p? deshoyed sad • certifiosls ofdsMrtwtisn a6 or d 1° ?°enc or °pficsl media or othmwias) sWU be err I=ft Ih Reoi m say rgbb b the Coog&WW &&.be provided 6y Racepm"M a d.. Iles Coulldential bus .4611 77ds Apusmmt dose not Prat to Reoipimr, the 3010 poperty ofRshos, lafommim (mad all dorivatioas 6-WO shell momic 4 Moods a Sys or Development Wok (defifad below) ad erg C ??O m '-&P -6-1111 aid b the adig0itiou or 06="Meese reads b the a (radaMe. but not hanbed to. RW* (lnWaVEg, but eft lineltd to. all derivative nd ad ? hotfoots for ) and ite aq? and an ffbsB3d0a1? mod all 10 dariM MdW on property modilioniea "Or mhum"W in end b do Liommad Symaju. t w soAR dOW associated with the aflMorehip 6vdopttem10 or other cartribettism (coiileoti "Bagelsyaamt Wquip Amy Recipient Its a j *A its paplift a ? ?0?0i BObodw ?ri of Iha Apasasot shell be the aadwiw ad by a0?0'r10dM IheM aq Oavalopraaar Walk erdr a e1-sbed by ci and/or its perpetual property of Reline. Muds 1010 heia as "ad ill 1110 t?eigy Am of 1976 as 17 U.S.C. Representatives ship be de10wd to be a work PPIP II WO Of, AWN ad Man N? ? Wave dm here" me 140igher to sere 1110 N*v ?In 01. W*pm w oil D Warkd10ll be Ow mYdi- or sere wAm Rallra's dhstellun ad "*ase, In paMMSd ? Da"Wpausal Work ends or anetsd icy R"ipi0m or?rarsRepte me iv4s, InW, st IheeeMfsllt lilt) ran&% MM eels sttd ewMriw pruparp of leade , R uPY? , slash, low. ad owmeWmp of SW n0ft ,long d11hel -1010 oat In1maM watldwlde, ledu/Ipg rhea V ION end 011 "iceOWPiew terwwal ork, ) i1-voosbly wig" to Ruling all s. in dw ( ?vdHsopunan trtgtrt work. IIIWd J? _ ?? Mmrwam!- syrMoia /?.?,? Camdmcter Ratite Filem AffibahK ' ? Tb b- ofd= Agreement std] be bmdimg ? send roue to de bmsfjt Patrss hemeo ud the and sesips. Asv®?. on be m?. If mW Oren or provisim of this Aarum m idl be hdd iovdid craragame". tLe numeindl r of d is AW, No waiver or bmsoh of Wy covaum or provision shop be deemed a waiver of any end no waver dog be ripd seises is wridt and sxaoused by dw waiving P*W, wv or pivvisioa SL am-- Tb1s Agrusmeat rapramy the oomphb end adios sad aWmwdm all G*W ar i rppmd, bmtwa.n tba Pardps aoaoelwg g batwoea de Paris Lmeto Sadao. Tim Petit Was, fiat unless and mmW a DeQaitive Apposum t r @ I g the Bumus DipwbmObWmmm Rdias and RaOOM W bas a wAK maidw Rolm eor Rompimt wM be tender m W igd obffp* a of aw kind wbauoavar wily 1W Agnummt amtpt for tie aaaMea spadBo? 40100dib Maio. Iftba Pullw amberift a Ds"Ye Apammt ss Apammt ehep rsmds is 60 tame ad aebot is Its ~ of a oondid bath An lmms of Ibit Apnmmt sad a pp mMir. , saAgivement ComMad bAm a m"con rol. asters imbo bateveam tie Paaies, the scare reatrietive providoos probodsg Ralise's 14. VAndoldlL Haad'mp are ad* for do Patios' convenience and an jot a part of this Agmamed and dab not be red b iotapet do Apammat Tba siapder has did iodide dro tad send vies vafa This Apeem st dm0 not be comotrued n if it Md b pnpmad by aae oldie hrbw, but m I as if allFather bad pmmpaed it Udam od mwba WMIA an m6rom to fathom are to dde Aputmmt Tb Radhb amt total on pap nos an iooompmW is sad maser a pert of ids Agreement 1 L? Cgpmtt to due Agreentmt may be eavoudd in am or asoee counuqwW deemed m oeyidQ spa otm" dell be takes together -hell oonsbbo one is do mama imftmomL ac6 of which sbdl be it AMEdolviiii, Tbhs Agreement may not be amended or dMred except by wdum iastrtmem mwobd by dl de Partial. 1a, liM=jY[&M This Agmemmt is deemed to be nmpws1s4 mccdod and ddivwW im 1110 Sure of Maylmd and Abe- aterp d4 ttovaad by and aataoed m aooddmm with tb bo=W laws of Maylemd, widen read a ray A w of kwpo,Aim U4 WrMUB WHLli01. the Patios beve eaaamd tbim Agreement as of dw last dW diet adwr of the Parties " have aasodaad dds Agtammmt (de "iRmive Dm W) RELINE AMERICA, By f r Ar.? fl? .t¢r G r (/? Michas Date: PrAbdftm WR7VLs& J A Pr"WAlam w dv-7 . -7 (To ?eia- -- %ft 300 lb WAN tiW Ap" mm* andg ?e?pwa,,,m1 I' 1'•11'/ ?'10n RRCIPUM. phone Au From: John Hess Infratech Industries. Inc. 145 Willow Mill Park Road Mechanicsburg, PA 17050 Tel. 717-697-6483 Fax 717-697-7892 TO: Date: 3/1/07 Name: Tracy Mitchell Comggny: Reline America Fax No: 276-496-4870 No. of Pat : 8 S ib'ect: Mill Hall, PA Message. Attached is the PO for Mill Hall, PA, the terms and conditions as per Reline America, a plan of the sewers on Arch St, and on Church St, and a revised inventory of the sewers to be lined. to 6 0 /f (4 it Infratech Industries, Inc. 105 Texaco Road Mechanicsburg, PA 17050 Purchase Order No. Request Addra = Above P.O. Na. Assigned _ Department ProJob d R tsd #251 Field John Hess Vendor Name Reline America Inc. 116 Battleground Avenue Address Saltville, VA 24370 pho"o 717-697-6483 Fix - 717-697-7892 tmitchell lineam rim Product Descri Price 2310 linial feet of 8" diameter Wipe liner :27.00/ln ft installed - 71 -Total 7 $62,370.00 Ap provals Requpeftr rftwd Head Business ManaW Date 3 1 ?7 Date -- D .7Z 4r a i f Dpte ------- Page Two of P.O. Between Reline and Infratech TERMS AND CONDITIONS The following Terms and Conditions are incorporated into and made a part of the foregoing Purchase Order ("P.O.") entered into by and between INFRATECH INDUSTRIES INC. ("Infratech") and RELINE AMERICA, INC. ("Reline"): 1. Infi'atoch shall be solely responsible for compliance with, and satisfaction of, all terms, covenants, conditions, warranties, insurance provisions and other requirements contained in that certain contract by and between Infratech and the Borough of Mill Hall, Pennsylvania ("Muakipallty") for the relining of sanitary sewer pipes ("Contract"). Reline is not a party to such Contract and under no circumstance shall Reline be liable to the Municipality or Infivech for any breach or default thereof. Infratech hereby agrees to indemnify, defend and hold Reline harmless of and from any and all liability, loss or damage arising out oij or relating to, the Contract and/or Infratech's failure to comply with the terms and conditions of this P.O.. The relationship between RelindInfratech is that of independent contractors and not that of employer-employee, joint venturers, partners or any other relationship. This P.O. is solely for the benefit of the parties hereto, and not for the benefit of the Municipality or any third party. 2. This P.O. includes the following: (a) sale and delivery of the Materials to the designated construction site; (b) rental of Equipment; and (c) rental of Reline's employees to perform certain installation work ("Work"). Infratech shall be solely responsible for the condition of the construction site, for obtaining all required licenses and permits from all applicable governmental authorities and for ensuring compliance with OSHA and other applicable safety laws and requirements relating to the Contract, the construction site and/or the Work. 3. All Work performed by Reline's employees pursuant to this P.O. shall be at Infratech's direction and control. In addition to other requirements, Iri tech shall be solely responsible for the following: (a) accuracy of field measurements; (b) pipe diameters; (c) pumping of sewage and cleaning of pipes; (d) televising of pipes to establish condition; (e) control of water infiltration; (f) cutting and reconnection of all lateral connections; (g) any required excavation, shoring or point repairs; (h) addressing sections of any pipe whose physical condition does not permit their repair/relining utilizing the Blue Tex Liners; (1) traffic control; and (j) compliance with all Contract requirements. Reline shall have the right to rely upon the foregoing in the performance of all Work. 4. Reline warrants to Infratech that the Materials supplied pursuant to this P.O. will be manufactured in accordance with Reline's specifications and be free from defects in materials and workmanship at the time of shipment from Reline to Infratec h (the "Llmited Warranty") and for a period of Twelve (12) months thereafter (the "Wwmaty Period"). Reline's sole obligation under the Limited Warranty is limited to repairing, replacing or the refund of the price set forth on the P.O., or applicable portion thereof, at Reline's sole option, of Materials found by Reline to be defective within the Warranty Period. This Limited Warranty shall immediately be null and void if it is determined by Reline that the Materials have boon subject to unauthorized (other than by Reline) modification, misuse, abuse, neglect, accident, improper installation or application, alteration or neglect in use, storage, transportation or handling. THE LIMITED WARRANTY SET FORTH HEREIN IS THE ONLY WARRANTY PROVIDED BY RELINE AND IS IN PLACE OF, AND TO THE EXCLUSION OF, ANY OTHER WARRANTY, GUARANTEE OR REMEDY, WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED, STATUTORY OR ARISING BY CUSTOM OR TRADE USAGE, INCLUDING IMPLIED OR STATUTORY WARRANTIES OF MERCHANTABH-TIT, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR ANY OTHER WARRANTY, GUARANTEE OR REMEDY PROVIDED BY APPLICABLE LAW, ALL OF WHICH ARE HEREBY EXPRESSLY WAIVED BY INFRATECH AND EXPRESSLY EXCLUDED HEREBY. THE FOREGOING LIMITED WARRANTY SETS FORTH THE ENTIRE OBLIGATION OF RELINE. IN NO EVENT SHALL RELINE BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL, INDIRECT OR PUNITIVE DAMAGES TO ANY PERSON, WHETHER BASED UPON BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, TORT, BREACH OF CONTRACT OR ANY OTHER THEORY, REGARDLESS WHETHER THE REPAIR, REPLACEMENT OR REFUND REMEDY SET FORTH ABOVE FARS ITS ESSENTIAL PURPOSE OR FOR ANY OTHER REASON WHATSOEVER. ANY LAWSUIT, CLAIM, PROCEEDING OR ACTION REGARDLESS OF FORM ARISING OUT OF OR RELATING TO THIS P.O., THE LIMITED WARRANTY, THE MATERIALS AND/OR THE WORK SHALL BE FILED OR OTHERWISE COMMENCED, IF AT ALL, WITHIN ONE (1) YEAR FROM THE DATE SUCH ACTION ACCRUES OR EIGHTEEN (18) MONTHS AFTER THE DELIVERY OF THE MATERIALS PURSUANT TO THIS P.O., WHICHEVER OCCURS FIRST, OR IS FOREVER BARRED AND WAIVED. S. Terms of payment shall be Net Thirty (30) days from the date of Reline's invoice. The total amount listed on the P.O. represents the net amount Reline is entitled to receive and shall not be subject to any set off or deduction for taxes or any other reason. InEatech shall pay and/or reimburse Reline for any and all taxes, excises or other charges (other than taxes on or measured by Reline's net income) which are based upon or measured by the We, transportation, delivery or use of the Materials sold and delivered hereunder or upon Work performed by Reline pursuant to this P.O. This P.O. is hereby deemed to have been delivered in the State of Maryland and shall be construed, interpreted, governed by and enforced in accordance with the internal laws of Maryland, without regard to any choice of law provision. K:\relinelmgmt\eontractsagroernents*sintegagree Purchase orders\terms and conditions F12 2-19-07 (revised) Initials: Reline; wmtwh The terns and conditions relating to this Purchase 'Order contained in paragraphs numbered 1 through 5 set forth on Page 2 hereof ("Terms and Conditions") are incorporated herein and made a part of this P.O., and the parties acknowledge that they have read such Terms and Conditions and agree to be bound thereby. RELINE: INFRATECH: Reline America, Inc. Infratech Industries, Inc. ?/,o . ?,Av/ By: Date: -/= o ess, President, Infratech Industries Inc By Date: Michael Burkhard, President, Reline America Inc K.lreline Purclwedaslpurchaxs order due line 2-19.07 Infratech Industries, Inc. 105 Texaco Road Mechanicsburg, PA 17050 Purchase Order No. Request My" aid !ft Address as Above P.O. No. , ned Department ProJob # R useted B #251 Field John Hess Vendor Name Reline America, Inc. 116 Battleground Avenue Address Saltville, VA 24370 RhOns 717-697-6483 Fax 717-697-7892 e-maU- . tmitch 0 relin medca.com Product Description Price 2310 finial feet of 8" diameter i liner ;27.00/In ft installed Total $62,370.00 Ap provals Ralusaftr Department Head Project Manager Business Manager n Skpmftm Dabs Date Date Date 1 ?. d w C ri t a Q T W O !V C r ? a ' r ? O T T T y? O O Q O 0 0 0 0 1p dD EO aD d0 CD a0 aD aD h O IA G? 1? e0 0 OD a0 0 P 4C vi v W) m m W) I. N ss ? N a v ?Ap N l?+l 0 R T T W T T o T T P T T c T T o T T v T T ? T N F F O Gg ap 0 0 I? m 1A lei P R T a T T co T T r T T 0 T T a T T It T T wn r N T W V 'l NI ? W VJ V J ?I W ? W y? 7 `}ij{L jT¢?7 From: John Hess Infratech Industries, Inc. 145 Willow Mill Park Road Mechanicsburg, PA 17050 Tel. 717-697-6483 Fax 717-697-7892 TO: Date: 3/23/07 Nome: Tracy Mitchell Company: Reline America Fax No: 2764964870 No. of Paces: 4 '"*Z' Su ' t: Mill Hall, PA M essaae: Attached is the PO #252 for Mill Hall, PA, the terms and conditions as per Reline America, a plan of the sewers on Confer St., Rt 150 and on Pennsylvania Ave. !' It G %% Infratech Industries, Inc. 105 Texaco Road Mechanicsburg, PA 17050 Purchase Order No. Request D*my and Oft Ad&ms as Abon P.Q. No. Assigned Department P Job 0 Requested By #252 Field John Hess VwXw Name Reline America Inc. 116 Battleground Avenue Address Saltville, VA 24370 Phone 717-697-6483 Fax 717-697-7892 tmitchell relineamerica.com Product Descr n Price 365 linial feet of 8" diameter i liner 27/in ft installed $9,855.00 274 linial feet of 10" diameter i liner 32/in ft installed $8,768.00 Total $18,623.00 rovalt Requefter rbnsnt Hwd Projediftn" Business Manager pate Date Date Date Page Two of P.O. Between Reline and Infratech TERMS AND CONDITIONS The following Terms and Conditions are incorporated into and made a part of the foregoing Purchase Order ("P.O.") entered into by and between INFRATECH INDUSTRIES INC. ("Infrateeh") and RELINE AMERICA, INC. ("Reline"): 1. Infratech shall be solely responsible for compliance with, and satisfaction o1; all terms, covenants, conditions, warranties, insurance provisions and other requirements contained in that certain contract by and between Infratech and the Borough of Mill Hall, Pennsylvania ("Muniejpaiity") for the relining of sanitary sewer pipes ("Contract"). Reline is not a party to such Contract and under no circumstance shall Reline be liable to the Municipality or Infiatech for any breach or default thereof. fiffinech hereby agrees to indemnify, defend and hold Reline harmless of and from any and all liability, loss or damage arising out of, or relating to, the Contract and/or Infratech's failure to comply with the terms and conditions of this P.O.. The relationship between Reline/Infiatech is that of independent contractors and not that of employer-employee, joint ventures, partners or any other relationship. This P.O. is solely for the benefit of the parties hereto, and not for the benefit of the Municipality or any third party. 2. This P.O. includes the following: (a) sale and delivery of the Materials to the designated construction site; (b) rental of Equipment; and (c) rental of Reline's employees to perform certain installation work ("Work"). hnfiatech shall be solely responsible for the condition of the construction site, for obtaining all required licenses and permits from all applicable governmental authorities and for ensuring compliance with OSHA and other applicable safety laws and requirements relating to the Contract, the construction site and/or the Work. 3. All Work perfumed by Reline's employees pursuant to this P.O. shall be at Infratexh's direction and control. In addition to other requirements, Infiatech shall be solely responsible for the following: (a) accuracy of field measurements; (b) pipe diameters; (c) pumping of sewage and cleaning of pipes; (d) televising of pipes to establish condition; (e) control of water infiltration; (1) caning and reconnection of all lateral connections; (S) any required excavation, shoring or point repairs; (h) addressing sections of any pipe whose physical condition does not permit their repair/relining utilizing the Blue Tek Liners; (1) traffic control; and (j) compliance with all Contract requirements. Reline shall have the right to rely upon the foregoing in the performance of all Work. 4. Reline warrants to Infratech that the Materials supplied pursuant to this P.O. will be manufactured in accordance with Reline's specifications and be free from defects in materials and workmanship at the time of shipment from Reline to Infratech (the "Limited Warranty") and for a period of Twelve (12) months thereafter (the "Warranty Period"). Reline's sole obligation under the Limited Warranty is limited to repairing, replacing or the refund of the price set forth on the P.O., or applicable portion thareot at Reline's sole option, of Materials found by Reline to be defective within the Warranty Period. This Limited Warranty shall immediately be null and void if it is determined by Reline that the Materials have been subject to unauthorized (other than by Reline) modification, misuse, abuse, neglect, accident, improper installation or application, alteration or neglect in use, storage, transportation or handling. THE LIMITED WARRANTY SET FORTH HEREIN IS THE ONLY WARRANTY PROVIDED BY RELINE AND IS IN PLACE OF, AND TO THE EXCLUSION OF, ANY OTHER WARRANTY, GUARANTEE OR REMEDY, WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED, STATUTORY OR ARISING BY CUSTOM OR TRADE USAGE, INCLUDING IMPLIED OR STATUTORY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR ANY OTHER WARRANTY, GUARANTEE OR REMEDY PROVIDED BY APPLICABLE LAW, ALL OF WHICH ARE HEREBY EXPRESSLY WAIVED BY UMUTECH AND EXPRESSLY EXCLUDED HEREBY. THE FOREGOING LIMITED WARRANTY SETS FORTH THE ENTIRE OBLIGATION OF RELINE. IN NO EVENT SHALL RELINE BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL, INDIRECT OR PUNITIVE DAMAGES TO ANY PERSON, WHETHER BASED UPON BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, TORT, BREACH OF CONTRACT OR ANY OTHER THEORY, REGARDLESS WHETHER THE REPAIR, REPLACEMENT OR REFUND REMEDY SET FORTH ABOVE FANS ITS ESSENTIAL PURPOSE OR FOR ANY OTHER REASON WHATSOEVER. ANY LAWSUIT, CLAIM, PROCEEDING OR ACTION REGARDLESS OF FORM ARISING OUT OF OR RELATING TO THIS P.O., THE LIMITED WARRANTY, THE 1ATERIALS AND/OR THE WORK SHALL BE FILED OR OTHERWISE COMMENCED, IF AT ALL, WITHIN ONE (1) YEAR FROM THE DATE SUCH ACTION ACCRUES OR EIGHTEEN (18) MONTHS AFTER THE DELIVERY OF THE MATERIALS PURSUANT TO THIS P.O., WHICHEVER OCCURS FIRST, OR IS FOREVER BARRED AND WAIVED. 5. Tams of payment shall be Net Thirty (30) days from the date of Reline's invoice. The total amount listed on the P.O. represents the net amount Reline is added to receive and shall not be subject to any set off or deduction for taxes or any other reason. Infiateeh shall pay and/or reimburse Reline for any and all taxes, excises or other charges (other then taxes on or measured by Reline's net income) which are based upon or meamvd by the sale, transportation, delivery or use of the Materials sold and delivered hereunder or upon Work performed by Reline pursuant to this P.O. This P.O. is hereby deemed to have been delivered in the State of Maryland and shall be construed, interpreted, governed by and enforced in accordance with the internal laws of Maryland, without regard to any choice of law provision. K:Oreline\mgmtlcontractsagroements\sysintegagrce Purchase orderslterrns and conditions F12 2-19-07 (revised) Initials: Rod' lap Infratech The terms and conditions relating to this Purchase Order contained in paragraphs numbered 1 through 5 set forth on Page 2 hereof ("Terms and Conditions") are incorporated herein and made a part of this P.O., and the parties acknowledge that they have read such Terms and Conditions and agree to be bound thereby. RELINE: INFRATECH: Reline America, Inc. Infratech Industries, Inc. Date: /'00 /11elr h Industries Inc _ Date: Reline A 25???z K:1?dine?mgmtkont?+ean?tslsysin Purcl?o?ders?p?nrhase wda 9patm line 2.19.07 Eag: Nicholas Scarcia 145 Willow MM Park Road . Mechanicsburg, FA 17050 Tel. 717-697-6457 Fox 717-697-7892 LO: .: 6/4/07 UM: Mf o Burkhart Reffne America 27&4! 0 loo[ coding cover 5t. Mill Hall PO Maria: Attached is the Pwdun Order for the 51 ft. liner In Mill Hall, PA. 3. Hess it OD %'% /I c 11 A,* Pw Two of P.O. 13ctveen Rofinc and ltiketcch TERMS AND CONDnrMNt9 Titc fll mh% Tams and aro bates FNMATWH n?uu4nttES tlve C'?IMataebRg j, ,wj'tadc a >? of the fdrgP tt pie Order ("p o.") mtasd into by and MMCA, WC r to..). 1• Intl 7etoc?t shalt bo sokly re$f00ble for compibmm *di, and atbbodon in for W ? aonZ dnal 1n *a oerca a,,otby wW bet l infra * &W tM co?a?ts' °°"aitk?ns' watrant;a, b of mmary sarroe MPaa (" Rolhtc be R+aNtte Is not a 00ld' ofti0fl [doh, Pertrtaylvania porly ft such Canaaot and seder no circtn sbal) Uablo to the Moitdpali(y or lttfiftdt fm mV btaaeh at &*L* tbaroof: bwmkn of OW *= W and .. ib hereby ap w to btkoMY, daPoed end hold Rciine Wm aad Mr-Mum dthis h P .O.. loa or dmW bimhV oat OC or eft * ??dts Comm ." iMatedt's fhihne: to JOW .O.. 7lte btdweat Roles b that of hPaadcnt COMPOlow and trot dmK of DIY with the '' Pam or say odtor dip. This A.O. is study fbr dw benoAt of *a Wit bomiN end not ft die bonetit of On MuwpaHb, any third rmny. A ills P.O. ineluda dw %nowbw (a) asla aid &NVNy of the MAwbb to tha $gaipro4n"# and (e) ""* of Reiino's eraployaas b porRam am'* %BailM" w ric dwWmftd OQ1 ' ft- (b) n? or oOntpliancOwi0 pMS`1 OW bucti odt ? obb'1'dtt? all regoinoa goaaoa and p *Qm 88 dWf=bW PvmmnmW wdmift ' WW for the Ntplkmbk wft bins and r*ft ro do conow, dw amor am site and/or the work. I All Wort parawmw by Reline's glfplOyoea Pitt to *b P.O. elmll be at lttti' imAls dbutkm and oonW. In addition to other ?tigadomo t l; Of8uleclr draft bt: rbiq rr sporadble fbr the 20DWiM (tt) aceattaa)' Of fleid (b) P? d'Nmplcrs; (c) paMpbtA of xM* m MMMMOK (10 MV '11-9 Of (dI of pipet to asabmW aondido%. (o) d contra of radar iadlq p; (1) ,t8 and ?t Of all lataal 8 P (M) teas sooliorte of any PIP Whose P oatdidon does not pcnrdt r ?? ?? w aaft ooftali sad (1) compliattoo With 91 Conitaat ?, RaMw shall have ft light to °re y uon p die *ffqpin in the of an 4. Refine warrants ro GrfMa" that the MOWImb FWIW ci ioatimm and be floe tics, 4, %ets in pwnat to this P.O. atU bo wits ,s --d for a period of Twdva (12) months dtaeallca(&a *Ww ° em Re1MB to ltdlslseh Mc *Lta*W Ws vmgn) 1°l i? 949=119 Of the ndmd a f tk WWW &c Chilled Warranty is limited to to be doRexfro rrtMir 60 Wirtsngr pgripdPr00 W We itMOOOdtha RO, arappliiabb Wks 60§4 at Rdhw's sale apdon, of'Mombb food by Rdhw heft been satpeet bo seaatftorssd edtor theft 1telitte s)t? btstsiialpb? be md! WA Void "Irk !s dalerntitod by Bathe flat the iN h ftwis alBrado or asdieK in use, storePe, MoPort0m or ) ' X14 Mme' aa• haprnpar irrwlitKion or eppliotrtion, WARRAN'I'1( PROVIM Ry RUJIM AND M 114 "ACZ Cit. UT BERM f8 Tlff>E ONLY GUAOAMU © 1 Olr, ANY OTIf?R WAMUNT1'Y, 'DR TRADt ? • Wum so ND OR STATUTOj? WA111111tAMM Or OR , AJUFR I CUS'l'+!)1A PAR)ICULAX !llf rwulls, QtWW X190TIMMOT OR ANY pll?QR WAXIAN'1'Yr GUARAR U Oft MMUM(Y RROViDZD BY APPLXAAKX LAW, ALL OF rYpKJI AR6 MMIWy ZXpNXWy WAlYftt1 RY V4=ATWX AND UMMOSLY XXC3 t1OmD ALL IM *Et•D1R "G WARROM MM P=11R T8R MaM OK=AIM OF 11i11LM IN NO XVM ANY P=M% Lan pFON ?A??AWOP' 4 ?AL? )D'f!':'('AX„ A?1ptRRCT Olt IUNI'17VR DAAIAG>CS TO CORMACT OR ANY oTi Y I s iG)wIICL, S17gK'x' ;JAWAVY9 TOiI<')C, MUCH OP >iONM ADM RARJ ITS A1, M"M Olt IFM ANY ? ?' ? ' OR RR!'tM 1t omy si m hbOt M -11G OR ACflON AiE1N 1YRATaOEVOt. ANY LA?P$IJNx', CLAIM, WA1eRAMTY, TA! MA7ltbALB ANf1MpR ? 011'1' O! OR 1t??TAM(i 9np TRRp F,p» 1'yz yaNt7Ep ONE p) Yf?t FROM Tl? DA'K'R PpOB ACT1p?AG?Itk>RS 0? Ct1MMQlf~.'la,11r AT ALaL, W!'I'11iN ??1•s N'iURS[1/ClVT TO 7'A18 F.O., VYf'1i('RftV»R OCCUR$ P7Q87', OR m ? ?' OF THE I Tarns of PWWAnt shall be Net 7WCW (30) dmp *M the data of Relbe's invoioa, 1% WWI atrtoot lited on rho P.O. rep ml the net 41" N Rdhee is WOW to roooire add shdt act be sull f ul to OW set off or dod wdm Aw blots or and/or rnhttbmsa Rdbe Aar @V vW an twom, eotilm or I tK[lar (otltor tlMlp Um on or measstead other toasoa. 1>,llr?tpolr s1a11 pay " or meaeitaad by ac pie. n, deHv? ar ale of the by 1 's oat income) which sm based Du?o?tt b fhb P.O. This P.Q is ?b sold end ddkvM hot+dar'IN ar Upon Wart Porlbemad by Reline mid enfbroed in accordance rrith oho *aI kwrs ofMrybF4 wN m of p+o attd'vld be aonMnred, intatpt+ bK gnmerned by hOd t'sb tho of [ta'd to ta NW ahoioe of law brtm tali P-Owftovm arches, o arrd ? P12 2-19.07 (t+evlsody Initids: ?r$atpob J14 '10 lwms and ftht-M muYfbe j thmu* $ ommgdm to thu p?p,p Osdet fDrdt on Pale 2 her"f Mlbnm SW ° is patagnpw nm1rt of this P.O., and to pod" 69 ft sw acknowle* N'7 are and to be bound thereby. Y live read hems REILME: ReHne Atee&a, Inc. Inc. _. K-Vdh'0'0 ?= 3 V I16 Battleground Avenue Saltville VA 24370 Phone: 276-496-4000 Fax: 276-496-4870 IINVOICE TO: Infratech Industries, Inc. 105 Texaco Road Mechanicsburg, PA 17050 Attn: John Hess RE: Bough of Mill Hall , PA BlueTek "" Liner Installation Invoice No: 1-1002 Invoice Date: 4/25/2007 Quantity Description $/Unit Total PO # 252 365 8" 3.5mm 27 $9,855 274 10" 3.5mm 32 $8,768 Subtotal: $18,623 PO # 251 2310 8" 3.5mm 27 $62,370 (375) - 8" 3.5mm 27 ($10,125) Subtotal: $52,245 Less Previous Payments: $0 Please remit payment for. $70,868 ns of Payment: Net 30 days Terns and Conditions of the Purchase Orders referenced above apply to the Terms and Conditions of it %I P6 E ?? ? t?? ?r 116 Battleground Avenue Saltville VA 24370 Phone: 276-496-4000 Fax: 276-496-4870 INVOICE TO: infratech Industries, Inc. Invoice No: 105 Texaco Road Invoice Date: Mechanicsburg, PA 17050 Attn: John Hose RE: Mill HIM, PA Quantity Description $/Unit Total PO # 252 51 8" 27 $1,377 Subtotal: $1,377 PO # T Subtotal: $0 Less Previous Payments: $0 Please remit payment for: $1,377 1-1004 7/31/2007 ns of Payment Net 30 days Terms and Conditions of the Purchase Orders referenced above apply W the Terms and Conditions of of F%% // 4 ?- !at r w I 16 Battleground Avenue Saltville VA 24370 Phone: 278-496400 Fax: 276-496-4870 INVOICE TO: Infratech Industries, Inc. 145 Willow Mill Park Road Mechanicsburg, PA 17050 Attn: John Hess RE: PO # Invoice No: T-1003 Invoice Date: 812812007 Quantity Description $/Unit Total Phase I Tr&%Ing Labor Liner Materials $ 4,125.00 $ 3,277.00 Training Materials $ 80.00 Meals $ 88.00 $ - $ - Subtotal: $ 7,570.00 Less Previous Payments: $ - Please remit payment for: $ 7,570.00 ns of Payment Net 30 days Terms and Conditions of the Purchase Orders referenced above apply to the Terms and Conditions of MML.A 20 N ..r V W ?6a p V ^ rc V 0 3 0 Ck O V V, N Olk C-y na C=D SHERIFF'S RETURN - REGULAR CASE NO: 2008-03929 P COMMONWEALTH OF PENNSYLVANIA: COUNTY OF CUMBERLAND RELINE AMERICX INC INFRATECH INDUSTRIES INC ROBERT BITNER Sheriff or Deputy Sheriff of Cumberland Cou ty,Pennsylvania, who being duly sworn according to law, says, the wit in COMPLAINT & NOTICE was served upon INFRATECH IND STRIES INC the DEFENDANT at 0014:55 HOURS, on the 16th day of July 2008 at 105 TEXACO ROAD MECHANICSBURG,j PA 17050 JOHN HEFF by handing to a true and attested copy of COMPLAINT & NOTICE together with and at the same time directing His attention to the contents thereof. Sheriff's Costs: Docketing Service Affidavit Surcharge Postage j Sworn and Sub cibed to before me this of PRESIDENT So Answers: 18.00 10.00 .00 10.00 'Thomas Kline .42 38.42 07/17/2008 JOSEPH MACALUSO 7/.,3108 t= i ' day Deputy Sheriff A. D. IN THE COURT OF COMMON PLEAS OF THE 9TH JUDICIAL DISTRICT OF PENNSYLVANIA - CUMBERLAND COUNTY RELINE AMERICA, INC., Plaintiff CIVIL ACTION - LAW V. No. 08-3929 INFRATECH INDUSTRIES, INC., Defendant CERTIFICATE OF SERVICE I hereby certify that on August 8, 2008, 1 caused to be served a true and correct copy of the notice required by Pa. R.C.P. No. 237.1 in the form prescribed in Pa. R.C.P. No. 237.5, a copy whereof is attached hereto, to the following individual, by certified mail return receipt requested to: Infratech Industries, Inc. 105 Texaco Rd. Mechanicsburg, PA 17050 A copy of the certified mail paid receipt is attached hereto. I further certify that the statements made herein are true and correct, and I understand that if any false statements were made herein, the same would be subject to the penalties of 18 Pa. C. S. Section 4904, relating to unsworn falsification to authorities. % Dated: August 8, 2008 IN THE COURT OF COMMON PLEAS OF THE 9TH JUDICIAL DISTRICT OF PENNSYLVANIA - CUMBERLAND COUNTY RELINE AMERICA, INC., Plaintiff CIVIL ACTION - LAW V. No. 08-3929 INFRATECH INDUSTRIES, INC., Defendant TO: - Infratech Industries, Inc. 105 Texaco Rd. Mechanicsburg, PA 17050 IMPORTANT NOTICE YOU ARE IN DEFAULT BECAUSE YOU HAVE FAILED TO ENTER A WRITTEN APPEARANCE PERSONALLY OR BY ATTORNEY AND FILE IN WRITING WITH THE COURT YOUR DEFENSES OR OBJECTIONS TO THE CLAIMS SET FORTH AGAINST YOU. UNLESS YOU ACT WITHIN TEN (10) DAYS FROM THE DATE OF THIS NOTICE, A JUDGMENT MAY BE ENTERED AGAINST YOU WITHOUT A HEARING AND YOU MAY LOSE YOUR PROPERTY OR OTHER IMPORTANT RIGHTS. YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE. IF YOU DO NOT HAVE A LAWYER, GO TO OR TELEPHONE THE OFFICE SET FORTH BELOW. THIS OFFICE CAN PROVIDE YOU WITH INFORMATION ABOUT HIRING A LAWYER. IF YOU CANNOT AFFORD TO HIRE A LAWYER, THIS OFFICE MAY BE ABLE TO PROVIDE YOU WITH INFORMATION ABOUT AGENCIES THAT MAY OFFER LEGAL SERVICES TO ELIGIBLE PERSONS AT A REDUCED FEE OR NO FEE. PENNSYLVANIA BAR ASSOCIATION LAWYER REFERRAL SERVICE ` TELEPHONE: 1-(800) 692-7375 (PA ONLY) OR (717) 238-6715 Dated: August 8, 2008 'oseph . Macaluso ttorney for Plaintiff P. . Bo 83 Orrs w , PA 17244 (717) 532-4832 to z 7F7 !7- , F .0 ul wucF «„ Ln Iia;? O, m" IMo?y7tFq (EgdorMr? fU (EnROSM*d d nty" c i Tow Poop* a RN. C3 'Wiv E `k C> C` t-r-rr-, PQ a ,. Cµ 4a10 f TJ :? '' ** Dennis J. Shatto, Esquire CLECKNER AND FEAREN 119 Locust Street P. 0. Box 11847 Harrisburg, PA 17108-1847 (717) 238-1731 dennisshatto@hotmail.com Attorneys for Defendant Infratech Industries, Inc. RELINE AMERICA, INC., Plaintiff vs. INFRATECH INDUSTRIES, INC., Defendant IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION - LAW NO. 08-3929 NOTICE TO: RELINE AMERICA, INC. c/o Joseph A. Macaluso, Esquire P. 0. Box 83 Orrstown, PA 17244-0083 You are hereby notified to file a written response to the enclosed Preliminary Objections within twenty (20) days from service hereof or a judgment may be entered against you. CLECKNER AND FEAREN By Dennis J. Shatto, Esquire PA Attorney ID 25675 119 Locust Street P. 0. Box 11847 Harrisburg, PA 1.7108-1847 (717) 238-1731 Attorneys for Defendant Dennis J. Shatto, Esquire CLECKNER AND FEAREN 119 Locust Street P. 0. Box 11847 Harrisburg, PA 171.08-1847 (717) 238-1731 dennisshatto@hotmail.com Attorneys for Defendant Infratech Industries, Inc. . IN THE COURT OF COMMON PLEAS RELINE AMERICA, INC., Plaintiff : CUMBERLAND COUNTY, PENNSYLVANIA VS. CIVIL ACTION - LAW INFRATECH INDUSTRIES, INC., NO. 08-3929 Defendant DEFENDANT'S PRELIMINARY OBJECTIONS TO COMPLAINT AND NOW, comes the Defendant, by and through its attorneys, Cleckner and Fearen, and in support of the within Preliminary Objections, states as follows: 1. Lack of Capacity to Sue under PA. R.C.P. 1028(a)(5) A. In paragraph 1 of the Complaint, Plaintiff alleges that it is a corporation organized and existing under the laws of the State of Virginia. B. There is no allegation in the Complaint that Plaintiff is registered to do business in the Commonwealth of Pennsylvania. C. Plaintiff conducts business in -the Commonwealth of Pennsylvania. D. Plaintiff is not registered as a foreign corporation in Pennsylvania as required by 15 P.S. 4141. WHEREFORE, Defendant prays that the Complaint be dismissed. Respectfully submitted, CLECKNER AND FEAREN By: Dennis J. Shatto, Esquire PA Attorney ID ##25675 119 Locust Street P. 0. Box 11847 Harrisburg, PA 17108-1847 (717) 238-1731 VERIFICATION I, JOHN B. HESS, President of Infratech Industries, Inc., hereby verify and state that to the extent the foregoing document contains facts supplied by me, they are true and correct to the best of my knowledge, information and belief; however, to the extent that the foregoing document and/or its language is that of counsel, I have relied upon counsel in making this Verification. I understand that false statements herein are subject to the penalties of 18 Pa. C.S.A. 4904, relating to unsworn falsification to authorities. Date: CERTIFICATE OF SERVICE I, DENNIS J. SHATTO, hereby certify that I served a true and correct copy of the foregoing document upon the person (s) indicated below, by depositing same in the United States mail, postage prepaid at Harrisburg, Dauphin County, Pennsylvania, this 2nd day of September, 2008. Joseph A. Macaluso, Esquire P. 0. Box 83 Orrstown, PA 17244 CLECKNER FEAREN By Dennis J. Shatto, Esquire PA Attorney ID #25675 119 Locust Street P.O. Box 11847 Harrisburg, PA 17108-1847 (717) 238-1731 ?; ... ` ? r? .? - _. r i , ` 1:.,... .., 1 IN THE COURT OF COMMON PLEAS OF THE 9TH JUDICIAL DISTRICT OF PENNSYLVANIA - CUMBERLAND COUNTY RELINE AMERICA, INC., Plaintiff CIVIL ACTION - LAW V. No. 08-3929 INFRATECH INDUSTRIES, INC., Defendant ANSWER TO PRELIMINARY OBJECTIONS TO COMPLAINT Plaintiff, Reline America, Inc., by and through its attorney, Joseph A. Macaluso, by way of answer to preliminary objections to the complaint, pursuant to Pa.R.C.P. No. 1017(a), hereby answers the preliminary objections of defendant, Infratech Industries, Inc., as follows: 1. A. Admitted. B. Admitted. C. It is specifically denied that plaintiff conducts business in Pennsylvania, for the following reasons: i) Plaintiff alleges in Paragraph 4 of the complaint that defendant issued purchase orders to plaintiff. The purchase orders attached to the complaint as Exhibits B, C, and D, are addressed to the Virginia offices of plaintiff and were received by mail. ii) The invoices attached to the complaint as Exhibits E, F, and G, were issued by plaintiff from its Virginia offices and were sent to defendant by mail. iii) Plaintiff alleges in Paragraph 3 of the complaint that on August 10, 2007, it entered into a Non Exclusive System Integrator Agreement (the "Agreement") with defendant, a copy whereof is attached to the complaint as Exhibit A, which Agreement was executed by plaintiff in Virginia. iv) Plaintiff alleges in Paragraph 3 of the complaint that it provided training to defendant, which was conducted entirely at the Virginia offices of plaintiff. v) At no time since the date of the Agreement, i.e. August 10, 2007, has plaintiff conducted business within the Commonwealth of Pennsylvania. vi) At no time whatsoever has plaintiff used its company-owned vehicles in the Commonwealth of Pennsylvania. vii) Pursuant to 15 Pa.C.S.A. Section 4122 (a)(1), by maintaining an action in Pennsylvania, plaintiff shall not be considered to be doing business in Pennsylvania. viii) Prior to the Agreement, employees of plaintiff did assist defendant by providing services on two occasions for less than 30 days, the first time in March 2007 (on the 6th through the 28th), and a second time in June 2007 (on the 6th and 7th), which plaintiff maintains were isolated transactions within a period of 30 days and not in the course of a number of repeated transactions pursuant to 15 Pa.C.S.A. Section 4122 (a)(10). Since that time, plaintiff no longer provides any installation assistance and has since exclusively used unaffiliated independent contractors for installation assistance. D. Plaintiff admits that it is not registered as a foreign corporation in Pennsylvania, but plaintiff denies that it is required to register since it does not conduct business in Pennsylvania. WHEREFORE, Reline America demands that the preliminary objections to the complaint be dismissed; alternatively, in the event that this Court finds that plaintiff is required to obtain a certificate of authority to do business in Pennsylvania, then plaintiff requests that the Court allow plaintiff twenty (20) days within which to do so in order to proceed with this suit, or if the Court does dismiss the complaint, that it be without prejudice in order to allow plaintiff opportunity to obtain a certificate of authority and re- file the complaint. Respectfully Submitted, Jos h A. Macaluso, Esq. upr me Court I.D. No. 38262 A ey for Plaintiff Reline America, Inc. P.O. Box 83 Orrstown, PA 1724 (717) 532-4832 FROM : FAX NO. : Sep. 17 2007 12:44PM P5 VERIFICATION I, Mark Jones, verify that I am an Engineering Prajer* M of Reline America, Inc., a Virginia corporation, that I am authorised to sign this willcation on its behalf, and that the statements made in the foregoing answer to preliminary objections are true and 8=rate to the best of my personal knowledge, Inforrrmtion and belief. I understand that my statements are am& sUbJW to the pena ldw of 18 Pa. C.S. Section 4964, relating to unswom falsiftation to authorities. Jones Dated: -9// D'? CERTIFICATE OF SERVICE I hereby certify that on September 19, 2008, 1 caused to be served a true and correct copy of the plaintiffs answer to preliminary objections to the complaint, to the following individual by first class mail postage prepaid to: Dennis J. Shatto, Esq. 119 Locust St. P.O. Box 11847 Harrisburg, PA 17108-1847 I further certify that the statements made herein are true and correct, and I understand that if any false statements were made herein, the same would be subject to the penalties of 18 Pa. C. S. Section 4904, relating to unsworn falsification W authorities. Dated: September 19, 2008 o r ? i. MM Sill rv _? °w Z,- PRAECIPE FOR LISTING CASE FOR ARGUMENT (Must be typewritten and submitted in duplicate) TO THE PROTHONOTARY OF CUMBERLAND COUNTY: (List the within matter for the next Argument Court.) -- ----- - ---- - - - - - -------- CAPTION OF CASE (entire caption must be stated in full) RELINE AMERICA, INC., Plaintiff VS. INFRATECH INDUSTRIES, INC. Defendant No. 3929 2008 Term 1. State matter to be argued (i.e., plaintiff's motion for new trial, defendant's demurrer to complaint, etc.): defendant's preliminary objections 2. Identify all counsel who will argue cases: (a) for plaintiffs: Joseph A. Macaluso, P.O. Box 83, Orrstown, PA 17244 (Name and Address) (b) for defendants: Dennis J. Shatto, 119 Locust St., P.O. Box 11847, (Name and Address) Harrisburg, PA 17108-1847 3. 1 will notify all parties in writing within two days that this case has been listed for argument. 4_ Argument Court Date: INSTRUCTIONS: 1. Two copies of all briefs must be filed with the COURT ADMINISTRATOR (not the Prothonotary) before argument. 2. The moving party shall file and serve their brief 12 days prior to argument. 3. The responding party shall file their brief 5 days prior to argument. 4. If argument Is continued new briefs must be filed with the COURT ADMINISTRATOR (not the Prothonotary) after the case Is relisted. Attomeyfor Plaintiff Reline Date: October 29, 2009 America, Inc. Cft 4- 4, FILED-Or! -i1F OF THE PR? )TPI T 2009 NOY -2 PM 11 PEWN'SYLVANIA RELINE AMERICA, INC., PLAINTIFF V. INFRATECH INDUSTRIES, INC., DEFENDANT IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA 08-3929 CIVIL TERM IN RE: PRELIMINARY OBJECTIONS OF DEFENDANT TO PLAINTIFF'S COMPLAINT BEFORE BAYLEY, J. ORDER OF COURT AND NOW, this day of November, 2009, the preliminary objections of defendant, Infratech Industries, Inc., to the complaint of plaintiff, Reline America, Inc., ARE DISMISSED. Zioseph A. Macaluso, Esquire PO Box 83 Orrstown, PA 17244 For Plaintiff --, Dennis J. Shatto, Esquire 119 Locust Street P.O. Box 11847 Harrisburg, PA 17108-1847 For Defendant sal 071 es ,7,,? l Licr-L l „ P 0/o? I, -jE ?j 09 ti"D V 3 0 Fii ?: i I 'A Dennis J. Shatto, Esquire Pa. Attorney ID #25675 CLECKNER AND FEAREN 119 Locust Street P. 0. Box 11847 Harrisburg, PA 17108-1847 (717) 238-1731 dennisshatto@hotmail.com Attorneys for Defendant Infratech Industries, X01JIeI Pi-I : - ` v!M Inc. RELINE AMERICA, INC., Plaintiff vs. INFRATECH INDUSTRIES, INC., Defendant IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION - LAW NO. 08-3929 NOTICE TO: RELINE AMERICA, INC. c/o Joseph A. Macaluso, Esquire P. 0. Box 83 Orrstown, PA 17244 You are hereby notified to file a written response to the enclosed New Matter and Counterclaim within twenty (20) days from service hereof or a judgment may be entered against you. Respectfully submitted, CLECKNER AND AREN BY _ Z De*uTr9'J. Shatto, Esquire Pa. Attorney ID #25675 119 Locust Street P. 0. Box 11847 Harrisburg, PA 17108-1847 (717) 238-1731 Attorneys for Defendant, Infratech Industries, Inc. Dennis J. Shatto, Esquire Pa. Attorney ID #25675 CLECKNER AND FEAREN 119 Locust Street P. 0. Box 11847 Harrisburg, PA 17108-1847 (717) 238-1731 dennisshatto@hotmail.com Attorneys for Defendant Infratech Industries, Inc. RELINE AMERICA, INC., Plaintiff vs. INFRATECH INDUSTRIES, INC., Defendant IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION - LAW NO. 08-3929 ANSWER TO COMPLAINT WITH NEW MATTER AND COUNTERCLAIM AND NOW, comes the Defendant, by its attorneys, Cleckner and Fearen, and answers the Complaint as follows: 1. After reasonable investigation, Defendant is unable to form a belief as to the truth of this averment, and proof is demanded. 2. Admitted. 3. Denied. It is denied that the agreement, in the form attached to the Complaint as Exhibit A, was ever executed by Defendant. It is further denied that Plaintiff and Defendant ever reached a meeting of the minds and executed a written agreement. 4. It is admitted that Defendant issued the three (3) purchase orders identified in paragraph 4. The documents speak for themselves. 5. Admitted in part and denied in part. It is admitted only that Defendant received the products and the invoice. The invoice speaks for itself. The remaining averments are denied on the basis that after reasonable investigation, Defendant is unable to form a belief as to the truth of the averments, and proof is demanded. 6. Denied. The parties reached an agreement that Plaintiff would be paid promptly upon receipt of payment by Defendant from the owner. 7. Admitted in part and denied in part. It is admitted only that Defendant received the products and the invoice. The invoice speaks for itself. The remaining averments are denied on the basis that after reasonable investigation, Defendant is unable to form a belief as to the truth of the averments, and proof is demanded. 8. Denied. The parties reached an agreement that Plaintiff would be paid promptly upon receipt of payment by Defendant from the owner. 9. Admitted in part and denied in part. It is admitted only that training was provided and Defendant received the invoice. Defendant requested the training with the understanding that Defendant would be installation contractor for Plaintiff. Since Defendant was not appointed installation contractor, the training was of no value to Defendant. The remaining averments are denied on the basis that after reasonable investigation, Defendant is unable to form a belief as to the truth of the averments, and proof is demanded. - 2 - 10. Denied. It is denied that there were any terms of payment which were agreed upon between the parties. 11. Denied. Defendant paid Plaintiff the sum of $40,000.00 in May of 2007. 12. Denied. The answer to paragraph 3 is incorporated herein by reference. By way of further answer, the document speaks for itself. 13. Denied. The answer to paragraph 3 is incorporated herein by reference. Moreover, the statement is a conclusion of law to which no response is required. 14. It is admitted only that Defendant is not aware of any other proceeding. COUNT I BREACH OF CONTRACT 15. Defendants answers to paragraphs 1 through 14 are incorporated herein by reference. 16. Denied. The answer to paragraph 3 above is incorporated herein by reference. The products were delivered, but not all of the services were performed in a good and workmanlike manner. 17. After reasonable investigation, Defendant is unable to form a belief as to the truth of this averment, and proof is demanded. 18. Denied. The answer to paragraph 3 above is incorporated herein by reference. - 3 - 19. Denied. The answer to paragraph 3 above is incorporated herein by reference. 20. Denied. The answer to paragraph 3 above is incorporated herein by reference. This statement is also a conclusion of law to which no response is required. 21. This statement is a conclusion of law to which no answer is required. 22. Denied. The answer to paragraph 3 above and the averments of New Matter are incorporated herein by reference. WHEREFORE, Defendant demands judgment it is favor and against Plaintiff. COUNT II PROMISSORY ESTOPPEL 23. Defendant's answers to paragraphs 1 through 22 are incorporated herein by reference. 24. Denied. The answer to paragraph 3 above is incorporated herein by reference. Moreover, the statement of paragraph 24 is a conclusion of law to which no answer is required. 25. Admitted in part and denied in part. It is admitted only that Plaintiff shipped the products and rendered services, some of which were not rendered in a good and workmanlike manner. The answer to paragraph 3 above is incorporated herein by reference. By way of further answer, the statement of paragraph 25 is a conclusion of law to which no answer is required. - 4 - 26. The statement of paragraph 26 is a conclusion of law to which no answer is required. 27. Denied. The answer to paragraph 3 above is incorporated herein by reference. By way of further answer, the statement of paragraph 27 is a conclusion of law to which no answer is required. 28. Denied. The answer to paragraph 3 above is incorporated herein by reference. By way of further answer, the statement of paragraph 28 is a conclusion of law to which no answer is required. 29. Denied. The answer to paragraph 3 above is incorporated herein by reference. By way of further answer, the statement of paragraph 29 is a conclusion of law to which no answer is required. 30. Denied. The answer to paragraph 3 above and the averments of New Matter are incorporated herein by reference. By way of further answer, the statement of paragraph 30 is a conclusion of law to which no answer is required. WHEREFORE, Defendant demands judgment in its favor and against Plaintiff. COUNT III UNC UST ENRICHMENT 31. Defendant's answers to paragraphs 1 through 30 are incorporated hereby by reference. 32. The answer to paragraph 25 above is incorporated herein by reference. - 5 - 33. Denied. Defendant paid the sum of $40,000 in May of 2007. The averments of New Matter are incorporated herein by reference. 34. The statement of this paragraph is a conclusion of law to which no answer is required. The products were received, but some of the services were not performed in a good and workmanlike manner. The averments of New Matter are incorporated herein by reference. 35. The statement of this paragraph is a conclusion of law to which no answer is required. The products were received, but some of the services were not performed in a good and workmanlike manner. The averments of New Matter are incorporated herein by reference. WHEREFORE, Defendant demands judgment in its favor and against Plaintiff. NEW MATTER 36. The materials and labor described in Exhibits "B" through "GI' of the Complaint were ordered, provided and performed prior to the effective date of the agreement attached to the Complaint as Exhibit "A". 37. The materials and labor described in Exhibits "B" through "G" of the Complaint were not ordered, provided and performed under the terms and provisions of the agreement attached to the Complaint as Exhibit "A". 38. Defendant paid Plaintiff the sum of $40,000 in May of 2007 against the invoices attached to the Complaint. - 6 - 39. Some of Plaintiff Is services were not performed in a good and workmanlike manner, resulting in deductions by the owner from amounts to which Defendant would have been entitled for the work. WHEREFORE, Defendant demands judgment in its favor and against Plaintiff. COUNTERCLAIM 40. In or about August of 2007, Plaintiff and Defendant entered into a verbal agreement for repair of a Kenworth truck by Defendant for Plaintiff on a time and material basis. 41. Defendant undertook the repair, provided parts and materials of $3,709.08, and labor valued at $3,152.50, for a total of $6,861.58. 42. Plaintiff received the benefit of the parts, materials and labor provided by Defendant, but has failed and refused to make payment. WHEREFORE, Defendant demands judgment in its favor and against Plaintiff for damages in the amount of $6,861.58, interest and costs of suit. Respectfully submitted, CLECKNER F W By Dennis J. Shatto, Esquire Pa. Attorney ID #25675 119 Locust Street P. O. Box 11847 Harrisburg, PA 17108-1847 (717) 238-1731 Attorneys for Defendant, Infratech Industries, Inc. - 7 - VERIFICATION I, JOHN B. HESS, an officer of Infratech Industries, Inc., hereby verify and state that to the extent the foregoing Answer to Complaint and New Matter contains facts supplied by me, they are true and correct to the best of my knowledge, information and belief; however, to the extent that the foregoing document and/or its language is that of counsel, I have relied upon counsel in making this Verification. I verify that I am authorized to make this verification on behalf of Infratech Industries, Inc.. I understand that false statements made herein are subject to the penalties of 18 Pa. C.S.A. §4894, relating to unsworn falsification to authorities. Date: /D CERTIFICATE OF SERVICE I, DENNIS J. SHATTO, hereby certify that on this day, I served a true and correct copy of the foregoing document upon the person indicated below, by depositing same in the United States mail, postage prepaid, addressed as follows: Joseph A. Macaluso, Esquire P. 0. Box 83 Orrstown, PA 17244 (Attorney for Plaintiff) Date: /f Z'6/0 CLECKNER AND FEAREN By Dennis J. Shatto, Esquire Pa. Attorney ID #25675 119 Locust Street P. 0. Box 11847 Harrisburg, PA 17108-1847 (717) 238-1731 IN THE COURT OF COMMON PLEAS OF THE 9TH JUDICIAL DISTRICT OF PENNSYLVANIA - CUMBERLAND COUNTY RELINE AMERICA, INC., Plaintiff v. INFRATECH INDUSTRIES, INC., Defendant 0 C= Ci CIVIL ACTION - LAW C No 08-3929 -- ' 111t1t . . 77 PLAINTIFF'S REPLY TO NEW MATTER AND COUNTERCLAIM Plaintiff Reline America, Inc., by and through its attorney, Joseph A. Macaluso, hereby replies to the new matter and counterclaim of defendant Infratech Industries, Inc. as follows: REPLY TO NEW MATTER 36. The allegations of Paragraph 36 are denied in part and admitted in part. It is admitted that part of the materials and services were ordered by defendant and delivered by plaintiff prior to the execution of the Non Exclusive System Integrator Agreement (the "Agreement") dated August 10, 2007, between the parties. However, it is specifically denied that all of the services were provided prior to the Agreement, as the Third Invoice referred to in Paragraph 9 of the complaint was issued on or about August 28, 2007, and pertained to Phase I Training under Paragraph 7. 1.1 of the Agreement, which was furnished by plaintiff to defendant on August 13, 14, and 15, 2007, at the Virginia offices of plaintiff. Further answering, it is specifically denied that defendant could have lawfully used any of the materials and services ordered prior to August 10, 2007, since the Agreement granted to defendant a license to use the System of plaintiff including the materials and services, without which defendant could not have used the materials and services. Further answering, it is specifically denied that the materials and services ordered prior to August 10, 2007, were not contemplated by the parties as part of the entire transaction and Agreement, as the Agreement had been anticipated by the parties from the beginning of the transaction as a condition to the grant of the license. Further answering, it is specifically denied that the written purchase orders and invoices that apply to the materials and services ordered prior to August 10, 2007, are not part of a valid, binding, and enforceable contract. Further answering, it is specifically denied that defendant's promises to pay for the materials and services ordered prior to August 10, 2007, are not enforceable, as the complaint also contains claims for promissory estoppel in Count II and unjust enrichment in Count 111 which apply to those promises. 37. Paragraph 37 contains legal suppositions to which no response is required. To the extent that a reply is deemed to be required, plaintiff specifically denies that the materials and services ordered prior to August 10, 2007, were not "ordered, provided, and performed" under the Agreement. Plaintiff repeats its answer to Paragraph 36 hereinabove as though set forth in extenso. 38. The allegations of Paragraph 38 pertaining to the payment of $40,000.00 are admitted and a credit of $40,000.00 is given against the amount due from defendant to plaintiff. 39. The allegations of Paragraph 39 are specifically denied, as all of the products delivered by plaintiff to defendant and described in the complaint and exhibits thereto "were in excellent and new condition without any defect" as set forth in Paragraph 17 of the complaint. WHEREFORE, plaintiff demands judgment in its favor and against defendant as set forth in the complaint, reduced by $40,000.00 as set forth in the reply to Paragraph 38 hereinabove. REPLY TO COUNTERCLAIM 40. The allegations of Paragraph 40 are denied in part and admitted in part. It is admitted that defendant removed the engine out of the truck; however, it is denied that defendant did any repair work on the truck or installed any parts on the truck, as the truck was received by plaintiff without an engine and with the old engine parts in containers. Photographs of the truck with the removed engine and containers with the old engine parts in the condition received from defendant are attached hereto as Exhibits A through E. 41. The allegations of Paragraph 41 are specifically denied, and it is specifically denied that plaintiff received any benefit from the removal of the engine out of the truck by defendant, and it is further specifically denied that plaintiff owes any money to defendant relating to the truck. WHEREFORE, plaintiff demands dismissal of the counterclaim of defendant and demands judgment in its favor and against defendant as set forth in the complaint, reduced by $40,000.00 as set forth in the reply to Paragraph 38 hereinabove. Respectfully Submitted, Joseph A. Macaluso, Esq. 3qpren)b Court I.D. No. 38262 Att for Plaintiff Reline America, Inc. P.O. Box 83 Dated: Orrstown, PA 17244 a ` ? ? ? ? ilmmi a A Sy , i. ¦ ti ¦ 74 goo 0 i l 27 ?r i I k, i, r Ilk; y • VERIFICATION verify that I am the of feline America. Inc., a Virginia corporation, that I am authorized to sign this verification on its behalf, and that the statements made in the foregoing reply to new matter and counterGaim are true and accurate to the best of my personal knowledge, information and belief. I understand that my statements are made subject to the penalties of 8 Pa. C_S. ?,Sn relating to unsworrt falsifitiart to authorities, Dated:??? /? CERTIFICATE OF SERVICE I hereby certify that on the 9th day of February, 2010, 1 caused to be served a true and correct copy of the plaintiffs reply to new matter and counterclaim of defendant by first class mail postage prepaid, upon the following individual: Dennis J. Shatto, Esq. 119 Locust St. P.O. Box 11847 Harrisburg, PA 17108-1847 I further certify that the statements made herein are true and correct, and I understand that if any false statements were made herein, the same would be subject to the penalties of 18 Pa. C. S. Section 4904, relating to unsworn falsification to authorities- Dated: February 9, 2010 IN THE COURT OF COMMON PLEAS OF THE 9TH JUDICIAL DISTRICT OF PENNSYLVANIA - CUMBERLAND COUNTY RELINE AMERICA, INC., Plaintiff V. INFRATECH INDUSTRIES, INC., Defendant CERTIFICATE OF SERVICE dam-, I hereby certify that on the tl day of February, 2011, 1 caused to be served the Plaintiffs Request for Admissions to defendant Infratech Industries, Inc. by first class mail to the following individual: Cleckner and Fearen Attn.: Dennis J. Shatto, Esq. 119 Locust St. P.O. Box 11847 Harrisburg, PA 17108-1847 I further certify that the statements made herein are true and correct, and I understand that if any false statements were made herein, the same would be subject to the penalties of 18 Pa. C. S. Section 4904, relating to unsworn falsification to authorities. Dated: A. Macaluso CIVIL ACTION - LAW No. 08-3929 c rn? r? xc? r-01 O c?a w x? cv o -n ' IN THE COURT OF COMMON PLEAS OF THE 9TH JUDICIAL DISTRICT OF PENNSYLVANIA - CUMBERLAND COUNTY RELIN? AMERICA, INC., laintiff v. INFRA the H INDUSTRIES, INC., ndant CIVIL ACTION - LAW No. 08-3929 -a3 = --i ;X z;0 (nr- r -0m 4Ln o 7 4CD zQ = ?rn STIPULATION NOW, this day of? , 2011, the parties, by and their undersigned counsel of record, enter into and file this Stipulation in ptioned case as set forth below. 1. laintiff Reline America, Inc. maintains its principal address at 116 ttleg ound Avenue, Saltville, Virginia 24370. 2. efendant Infratech Industries, Inc. maintains its principal address at 105 Texaco Road, Mechanicsburg, Pennsylvania 17050. 3. This is a suit for breach of contract to recover money due under a Non -lu4e System Integrator Agreement dated August 10, 2007, between the parties, a copy whereof is attached to the Complaint as Exhibit A, whereby plaintiff granted a non-exclusive license to defendant to use plaintiffs highly sophisticated, technological, and innovative process and system for the repair of sanitary sewer, storm sewer, and other non-pressure pipes using ultraviolet curing technology, involving specialized products and equipment for installing the and also including the sale of products by plaintiff to defendant and services provided by plaintiff to defendant. 4. ? he amount claimed due by plaintiff (after credit for payment made by in the amount of $40,000.00), is $39,815.00. 5. [defendant agrees to make even consecutive monthly installments payable to plain?iff in the amount of $1,666.66 per month, without interest, commencing on Julys 15, 2011, and on the fifteenth day of each and every month thereafter until December 15, 2012, when the final payment shall be made. 6. Curing the eighteen-month payment period described above, plaintiff will refrain from proceeding further with this case, provided payments are timely made bey defendant as described below, and the parties agree that this case shall not be discontinued for inactivity during such time. 7. gpon receipt of the final payment described above, plaintiff shall file a with the Cumberland County Prothonotary to mark this case settled and 8. 10 the event that any payment is not made by defendant when due, plaintiff through its counsel will give written notice of delinquency to defense counsel and if the payment is not made within ten days of such written notice, this Stipulation may be terminated by plaintiff and the suit shall proceed, with credit given to for payment made. 9. qy entering into this Stipulation, neither party makes any admission of liability. i IN terms have e NESS WHEREOF, the parties intending to be legally bound by the conditions hereof, by and through their undersigned counsel of record, into this Stipulation. Jo ep A. Macafuso, re a Court I.D. h . B ox 83 Orrsto n, PA 17244 Attorne y for Plaintiff Dated: -7-1-11 q. Dennis J. Shatto, Esq. 38262 Supreme Court I.D. No. 25675 119 Locust St. P.O. Box 11847 Harrisburg, PA 17108-1847 Attorney for Defendant Dated: ? -;/-// David -D. Buell Prothonotary Office of the Prothonotary Cum6er[ancf County, (Pennsylvania xirkS. Sofionage, ESQ Solicitor ©P "'34a8 CIVIL TERM ORDER OF TERMINATION OF COURT CASES AND NOW THIS 28TH DAY OF OCTOBER, 2014, AFTER MAILING NOTICE OF INTENTION TO PROCEED AND RECEIVING NO RESPONSE — THE ABOVE CASE IS HEREBY TERMINATED WITH PREJUDICE IN ACCORDANCE WITH PA R.C.P.230.2. BY THE COURT, DAVID D. BUELL PROTHONOTARY One Courthouse Square 0 Suite100 0 Car(zsfe, TA 0 Phone 717 240-6195 0 rFa:( 717 240-6573