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INSURANCE ON FILE
<br />WORK MAY PROCEED N-20 12-086
<br />UNTIL INSURANCE EXPIRES
<br />9- -7- / 2
<br />CLERK OF COUNCIL
<br />pDATE:FW12
<br />RIGk Longolzo, r-+ P U R M PRODUCT
<br />TESTING
<br />F=C3 R a'E AGREEMENT
<br />-/ - " "'-- ] ("Customer') hereby agrees with Tech M3, Inc., dba PureForger",
<br />a California corporation ("PureForge'), regarding the evaluation of certain brake equipment provided by PureForge,
<br />on the terms set forth below.
<br />1. PRODUCT TESTING. This Agreement shall commence on the date both parties have executed the
<br />Agreement, and end ninety (90) days or when the test vehicle(s) within the Customer's fleet ("Test Vehicles") has
<br />used the brake rotors and brake pads ("Test Equipment") for 5,000 miles per vehicle thereafter (the "Term").
<br />1.1 Installation. PureForge shall install the brake rotors and brake pads on vehicles within Customer's
<br />fleet. Customer shall comply with instructions provided by PureForge, vehicle manufacturer manuals, requirements,
<br />and recommendations, and all applicable laws and regulations relating to the installation, uninstallation, operation,
<br />and maintenance of the Test Equipment. Customer may not remove or alter any identifying marks on the Test
<br />Equipment. Customer shall install the Test Equipment only on the vehicles for which the Test Equipment is
<br />intended. Customer shall promptly notify PureForge if it becomes aware of, or has reason to believe that there gas
<br />occurred, any wear or damage to the Test Equipment which Customer believes requires the removal of such Test
<br />Equipment from any Test Vehicle.
<br />1.2 Uninstallation: Return. PureForge shall uninstall the Test Equipment from all Test Vehicles at the
<br />end of the Term. All Test Equipment shall be returned to PureForge when uninstalled from the Test Vehicles.
<br />Customer shall have no right or expectation to the continued use of the Test Equipment following the end of the
<br />Term.
<br />1.3 Title to Test Equipment: Licns_ PureForge is the sole legal and beneficial owner of the Test
<br />Equipment. Customer acknowledges that at all times during the Tenn the Test Equipment (i) is the personal
<br />property of PureForge as defined under Article 9 of the Uniform Commercial Code as in effect in California and (ii)
<br />shall not be deemed a part of any vehicle to which the Test Equipment may be attached from time to time-
<br />Customer shall not directly or indirectly allow any lien on or with respect to the Test Equipment by, through or
<br />under Customer.
<br />1.4 Intellectual Properly Rights. Customer shall not by virtue of this Agreement or either party's
<br />performance thereof obtain any intellectual property or other ownership rights in any materials, methods or
<br />processes used or developed by or for PureForge in or for the Test Equipment, or any documentation, records, raw
<br />data, work product, concepts, information, inventions, improvements, designs, programs, formulas, know-how, or
<br />writings related thereto, and no right or license is granted to Customer, express or implied or by way of estoppel, to
<br />any such rights. PureForge reserves all rights not expressly granted herein.
<br />2. INFORMATION.
<br />2.1 Data: Access. Customer shall provide PureForge with accurate historical brake maintenance data
<br />and all other relevant information and assistance that PureForge reasonably requires to evaluate the performance of
<br />the Test Equipment- PureForge may inspect the Test Equipment at any time, at its sole cost and expense. Any and
<br />all data and information regarding the perfonnance of the Test Equipment, whether collected by PureForge or
<br />otherwise, shall be the property of PureForge and shall constitute "Confidential Information" of PureForge for
<br />purposes hereof.
<br />2.2 Customer Feedback. At PureForge's reasonable request, Customer shall provide to PureForge
<br />comments, criticisms, suggested improvements and other feedback, about the use, operation, functionality and
<br />features of the Test Equipment (collectively, "Feedback"). Feedback shall include, without limitation, any
<br />information about operating results, known or suspected errors, issues, challenges or problems, user-desired features
<br />70723999.2 0044157- 00002
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