Common use of By North America Clause in Contracts

By North America. North America represents and warrants that it is the exclusive licensee of International throughout the United States to the Patent Rights described on Exhibit A and fully entitled to enter into this Agreement. North America further represents and warrants that the Subject Matter can successfully line many types of sewers, tunnels, pipelines and other passageways when said methods are properly performed and that it will instruct Operator in such performance. Every reasonable precaution will be taken by North America in producing all Materials and Apparatus, compiling all data, and offering instructions in the methods of use of the Materials and Apparatus purchased from North America for operation hereunder to assure that they comply with North America's exacting standards and that the ultimate lining for sewers and other passageways maintains a high standard of quality. To the best of North America's knowledge, all information given will be correct and the Materials and Apparatus are believed by North America to be adequately suited to the purposes intended. However, it is impossible to anticipate every possible variation in the manner of use or the conditions under which the Operator will apply the Materials, Apparatus, Know-how, data, and methods and North America makes no warranty as to the results which the Operator will attain, and shall under no circumstances be held responsible for any such results that occur as a consequence of a departure from the instructions provided or from negligence or malfeasance on the part of Operator except as may be contained in the specific written warranty provided by North America with regard to any materials furnished by North America. North America makes no representation nor warranty as to the validity of any of the Patent Rights hereof, other than that it has no knowledge of any basis on which any of the issued patents is invalid; no representation nor warranty that performance in accordance with this Agreement will not infringe any existing or subsequently issued or pending patent, other than that it has no knowledge of the existence of any such patent, and no representation nor warranty that "Insituform" is available for use as a tradename, trademark, and/or certificate xxxx in the United States other than it believes it to be. Further, North America shall not be held responsible for use by the Operator of any such Materials, Apparatus, Know-how, data or method in such a manner as to infringe any patent, trademark or copyright owned by another. North America agrees not to sell its Materials or Apparatus hereof below its cost in violation of any applicable provision of any antitrust or unfair trade practice statute and to charge all Sub-Licensees of the Patent Rights Royalties according to the same scale or formula. Notwithstanding the above North America does hereby agree, at its expense, to use its best efforts to defend the Patent Rights by such means as it in its sole discretion may determine appropriate, including but not limited to, patent infringement suits. North America reserves, however, the exclusive right to determine whether a patent infringement has occurred or whether litigation or other action is appropriate or feasible. By Operator. Operator agrees to indemnify, defend and hold North America harmless from any and all claims for bodily injury including death, personal injury and damage to property of Operator, North America and/or others, which arise from the alleged negligence or malfeasance of Operator or from the existence or use of Materials and/or Apparatus acquired from sources other than North America or which are produced by Operator. The Operator also agrees at its expense to procure a policy or policies of insurance from an insurance company or companies satisfactory to North America, providing coverage for the operations of the Operator, including product and completed operations, with minimum limits of Two Million Dollars ($2,000,000.00) per occurrence and Two Million Dollars ($2,000,000.00) annual aggregate for injury to persons and Two Million Dollars ($2,000,000.00) annual aggregate for damage to property. The operator also agrees to have North America named as an additional named insured under the above described policy or policies and to cause North America to be furnished with a Certificate of such insurance which shall contain a requirement that North America be notified thirty (30) days prior to any cancellation or any reduction in coverage or limits. The insurance required above shall commence prior to the time the Operator commences operations under this Sub-License Agreement and shall continue in force throughout the life of the Sub-License Agreement until it expires or is terminated. This Agreement does not constitute Operator as an agent, legal representative, joint venturer, partner, employee, or servant of North America for any purpose whatsoever; and it is understood between the parties hereto that Operator is an independent contractor and is in no way authorized to make any contract, agreement, warranty or representation on behalf of North America, or to create any obligation, express or implied, on behalf of North America. Operator shall prominently display in its place of business a certificate from North America stating that said business is operated by Operator as a Licensee of North America, and not as an agent thereof. Under no circumstances shall North America be liable for any act, omission, debt or any other obligation of Operator. Operator shall indemnify and save North America harmless against any such claim and the cost of defending against such claims arising directly or indirectly from, or as a result of, or in connection with, Operator's operation of the licensed business. Operator shall promptly pay when due all taxes and assessments against the premises or the equipment used in connection with Operator's business, and all liens or encumbrances of every kind or character created or placed upon or against any of said property, and all accounts and other indebtedness of every kind incurred by Operator in the conduct of said business. Operator shall have the right to contest the validity or amount of any assessment, tax, lien or encumbrance, provided that Operator shall (1) give North America notice of its intention to contest (2) diligently prosecute such contest, and (3) at all times effectively stay or prevent any official or judicial sale of such property or any part thereof by reason of the non-payment of any lien, encumbrance, tax, or assessment. Operator shall comply with all federal, state, and local laws and regulations, and shall timely obtain any and all permits, certificates, or licenses necessary for the full and proper conduct of its business.

By North America. North America represents and warrants that it is the exclusive licensee of International throughout the United States to the Patent Rights described on Exhibit A and fully entitled to enter into this Agreement. North America further represents and warrants that the Subject Matter can successfully line many types of sewers, tunnels, pipelines and other passageways when said methods are properly performed and that it will instruct Operator in such performance. Every reasonable precaution will be taken by North America in producing all Materials and Apparatus, compiling all data, and offering instructions in the methods of use of the Materials and Apparatus purchased from North America for operation hereunder to assure that they comply with North America's exacting standards and that the ultimate lining for sewers and other passageways maintains a high standard of quality. To the best of North America's knowledge, all information given will be correct and the Materials and Apparatus are believed by North America to be adequately suited to the purposes intended. However, it is impossible to anticipate every possible variation in the manner of use or the conditions under which the Operator will apply the Materials, Apparatus, Know-how, data, and methods and North America makes no warranty as to the results which the Operator will attain, and shall under no circumstances be held responsible for any such results that occur as a consequence of a departure from the instructions provided or from negligence or malfeasance on the part of Operator except as may be contained in the specific written warranty provided by North America with regard to any materials furnished by North America. North America makes no representation nor warranty as to the validity of any of the Patent Rights hereof, other than that it has no knowledge of any basis on which any of the issued patents is invalid; no representation nor warranty that performance in accordance with this Agreement will not infringe any existing or subsequently issued or pending patent, other than that it has no knowledge of the existence of any such patent, and no representation nor warranty that "Insituform" is available for use as a tradename, trademark, and/or certificate xxxx mark in the United States other otxxx than it believes it to be. Further, North America shall not be held responsible for use by the Operator of any such Materials, Apparatus, Know-how, data or method in such a manner as to infringe any patent, trademark or copyright owned by another. North America agrees not to sell its Materials or Apparatus hereof below its cost in violation of any applicable provision of any antitrust or unfair trade practice statute and to charge all Sub-Licensees of the Patent Rights Royalties according to the same scale or formula. Notwithstanding the above North America does hereby agree, at its expense, to use its best efforts to defend the Patent Rights by such means as it in its sole discretion may determine appropriate, including but not limited to, patent infringement suits. North America reserves, however, the exclusive right to determine whether a patent infringement has occurred or whether litigation or other action is appropriate or feasible. By Operator. Operator agrees to indemnify, defend and hold North America harmless from any and all claims for bodily injury including death, personal injury and damage to property of Operator, North America and/or others, which arise from the alleged negligence or malfeasance of Operator or from the existence or use of Materials and/or Apparatus acquired from sources other than North America or which are produced by Operator. The Operator also agrees at its expense to procure a policy or policies of insurance from an insurance company or companies satisfactory to North America, providing coverage for the operations of the Operator, including product and completed operations, with minimum limits of Two Million Dollars ($2,000,000.00) per occurrence and Two Million Dollars ($2,000,000.00) annual aggregate for injury to persons and Two Million Dollars ($2,000,000.00) annual aggregate for damage to property. The operator also agrees to have North America named as an additional named insured under the above described policy or policies and to cause North America to be furnished with a Certificate of such insurance which shall contain a requirement that North America be notified thirty (30) days prior to any cancellation or any reduction in coverage or limits. The insurance required above shall commence prior to the time the Operator commences operations under this Sub-License Agreement and shall continue in force throughout the life of the Sub-License Agreement until it expires or is terminated. This Agreement does not constitute Operator as an agent, legal representative, joint venturer, partner, employee, or servant of North America for any purpose whatsoever; and it is understood between the parties hereto that Operator is an independent contractor and is in no way authorized to make any contract, agreement, warranty or representation on behalf of North America, or to create any obligation, express or implied, on behalf of North America. Operator shall prominently display in its place of business a certificate from North America stating that said business is operated by Operator as a Licensee of North America, and not as an agent thereof. Under no circumstances shall North America be liable for any act, omission, debt or any other obligation of Operator. Operator shall indemnify and save North America harmless against any such claim and the cost of defending against such claims arising directly or indirectly from, or as a result of, or in connection with, Operator's operation of the licensed business. Operator shall promptly pay when due all taxes and assessments against the premises or the equipment used in connection with Operator's business, and all liens or encumbrances of every kind or character created or placed upon or against any of said property, and all accounts and other indebtedness of every kind incurred by Operator in the conduct of said business. Operator shall have the right to contest the validity or amount of any assessment, tax, lien or encumbrance, provided that Operator shall (1) give North America notice of its intention to contest (2) diligently prosecute such contest, and (3) at all times effectively stay or prevent any official or judicial sale of such property or any part thereof by reason of the non-payment of any lien, encumbrance, tax, or assessment. Operator shall comply with all federal, state, and local laws and regulations, and shall timely obtain any and all permits, certificates, or licenses necessary for the full and proper conduct of its business.

By North America. North America represents and warrants that it is the exclusive licensee of International throughout the United States to the Patent Rights described on Exhibit A and fully entitled to enter into this Agreement. North America further represents and warrants that the Subject Matter can successfully line many types of sewers, tunnels, pipelines and other passageways when said methods are properly performed and that it will instruct Operator in such performance. Every reasonable precaution will be taken by North America in producing all Materials and Apparatus, compiling all data, and offering instructions in the methods of use of the Materials and Apparatus purchased from North America for operation hereunder to assure that they comply with North America's exacting standards and that the ultimate lining for sewers and other passageways maintains a high standard of quality. To the best of North America's knowledge, all information given will be correct and the Materials and Apparatus are believed by North America to be adequately suited to the purposes intended. However, it is impossible to anticipate every possible variation in the manner of use or the conditions under which the Operator will apply the Materials, Apparatus, Know-how, data, and methods and North America makes no warranty as to the results which the Operator will attain, and shall under no circumstances be held responsible for any such results that occur as a consequence of a departure from the instructions provided or from negligence or malfeasance on the part of Operator except as may be contained in the specific written warranty provided by North America with regard to any materials furnished by North America. North America makes no representation nor warranty as to the validity of any of the Patent Rights hereof, other than that it has no knowledge of any basis on which any of the issued patents is invalid; no representation nor warranty that performance in accordance with this Agreement will not infringe any existing or subsequently issued or pending patent, other than that it has no knowledge of the existence of any such patent, and no representation nor warranty that "Insituform" is available for use as a tradename, trademark, and/or certificate xxxx mark in the United States other otxxx than it believes it to be. Further, North America shall not be held responsible for use by the Operator of any such Materials, Apparatus, Know-how, data or method in such a manner as to infringe any patent, trademark or copyright owned by another. North America agrees not to sell its Materials or Apparatus hereof below its cost in violation of any applicable provision of any antitrust or unfair trade practice statute and to charge all Sub-Licensees of the Patent Rights Royalties according to the same scale or formula. Notwithstanding the above North America does hereby agree, at its expense, to use its best efforts to defend the Patent Rights by such means as it in its sole discretion may determine appropriate, including but not limited to, patent infringement suits. North America reserves, however, the exclusive right to determine whether a patent infringement has occurred or whether litigation or other action is appropriate or feasible. By Operator. Operator agrees to indemnify, defend and hold North America harmless from any and all claims for bodily injury including death, personal injury and damage to property of Operator, North America and/or others, which arise from the alleged negligence or malfeasance of Operator or from the existence or use of Materials and/or Apparatus acquired from sources other than North America or which are produced by Operator. The Operator also agrees at its expense to procure a policy or policies of insurance from an insurance company or companies satisfactory to North America, providing coverage for the operations of the Operator, including product and completed operations, with minimum limits of Two Million Dollars ($2,000,000.00) per occurrence and Two Million Dollars ($2,000,000.00) annual aggregate for injury to persons and Two Million Dollars ($2,000,000.00) annual aggregate for damage to property. The operator also agrees to have North America named as an additional named insured under the above described policy or policies and to cause North America to be furnished with a Certificate of such insurance which shall contain a requirement that North America be notified thirty (30) days prior to any cancellation or any reduction in coverage or limits. The insurance required above shall commence prior to the time the Operator commences operations under this Sub-License Agreement and shall continue in force throughout the life of the Sub-License Agreement until it expires or is terminated. This Agreement does not constitute Operator as an agent, legal representative, joint venturer, partner, employee, or servant of North America for any purpose whatsoever; and it is understood between the parties hereto that Operator is an independent contractor and is in no way authorized to make any contract, agreement, warranty or representation on behalf of North America, or to create any obligation, express or implied, on behalf of North America. Operator shall prominently display in its place of business a certificate from North America stating that said business is operated by Operator as a Licensee of North America, and not as an agent thereof. Under no circumstances shall North America be liable for any act, omission, debt or any other obligation of Operator. Operator shall indemnify and save North America harmless against any such claim and the cost of defending against such claims arising directly or indirectly from, or as a result of, or in connection with, Operator's operation of the licensed business. Operator shall promptly pay when due all taxes and assessments against the premises or the equipment used in connection with Operator's business, and all liens or encumbrances of every kind or character created or placed upon or against any of said property, and all accounts and other indebtedness of every kind incurred by Operator in the conduct of said business. Operator shall have the right to contest the validity or amount of any assessment, tax, lien or encumbrance, provided that Operator shall (1) give North America notice of its intention to contest (2) diligently prosecute such contest, and (3) at all times effectively stay or prevent any official or judicial sale of such property or any part thereof by reason of the non-payment of any lien, encumbrance, tax, or assessment. Operator shall comply with all federal, state, and local laws and regulations, and shall timely obtain any and all permits, certificates, or licenses necessary for the full and proper conduct of its business.

By North America. North America represents and warrants that it is the exclusive licensee of International throughout the United States to the Patent Rights described on Exhibit A and fully entitled to enter into this Agreement. North America further represents and warrants that the Subject Matter can successfully line many types of sewers, tunnels, pipelines and other passageways when said methods are properly performed and that it will instruct Operator in such performance. Every reasonable precaution will be taken by North America in producing all Materials and Apparatus, compiling all data, and offering instructions in the methods of use of the Materials and Apparatus purchased from North America for operation hereunder to assure that they comply with North America's exacting standards and that the ultimate lining for sewers and other passageways maintains a high standard of quality. To the best of North America's knowledge, all information given will be correct and the Materials and Apparatus are believed by North America to be adequately suited to the purposes intended. However, it is impossible to anticipate every possible variation in the manner of use or the conditions under which the Operator will apply the Materials, Apparatus, Know-how, data, and methods and North America makes no warranty as to the results which the Operator will attain, and shall under no circumstances be held responsible for any such results that occur as a consequence of a departure from the instructions provided or from negligence or malfeasance on the part of Operator except as may be contained in the specific written warranty provided by North America with regard to any materials furnished by North America. North America makes no representation nor warranty as to the validity of any of the Patent Rights hereof, other than that it has no knowledge of any basis on which any of the issued patents is invalid; no representation nor warranty that performance in accordance with this Agreement will not infringe any existing or subsequently issued or pending patent, other than that it has no knowledge of the existence of any such patent, and no representation nor warranty that "Insituform" is available for use as a tradename, trademark, and/or certificate xxxx in the United States other than it believes it to be. Further, North America shall not be held responsible for use by the Operator of any such Materials, Apparatus, Know-how, data or method in such a manner as to infringe any patent, trademark or copyright owned by another. North America agrees not to sell its Materials or Apparatus hereof below its cost in violation of any applicable provision of any antitrust or unfair trade practice statute and to charge all Sub-Licensees of the Patent Rights Royalties according to the same scale or formula. Notwithstanding the above North America does hereby agree, at its expense, to use its best efforts to defend the Patent Rights by such means as it in its sole discretion may determine appropriate, including but not limited to, patent infringement suits. North America reserves, however, the exclusive right to determine whether a patent infringement has occurred or whether litigation or other action is appropriate or feasible. By Operator. Operator agrees to indemnify, defend and hold North America harmless from any and all claims for bodily injury including death, personal injury and damage to property of Operator, North America and/or others, which arise from the alleged negligence or malfeasance of Operator or from the existence or use of Materials and/or Apparatus acquired from sources other than North America or which are produced by Operator. The Operator also agrees at its expense to procure a policy or policies of insurance from an insurance company or companies satisfactory to North America, providing coverage for the operations of the Operator, including product and completed operations, with minimum limits of Two Million Dollars ($2,000,000.00) per occurrence and Two Million Dollars ($2,000,000.00) annual aggregate for injury to persons and Two Million Dollars ($2,000,000.00) annual aggregate for damage to property. The operator also agrees to have North America named as an additional named insured under the above described policy or policies and to cause North America to be furnished with a Certificate of such insurance which shall contain a requirement that North America be notified thirty (30) days prior to any cancellation or any reduction in coverage or limits. The insurance required above shall commence prior to the time the Operator commences operations under this Sub-License Agreement and shall continue in force throughout the life of the Sub-License Agreement until it expires or is terminated. This Agreement does not constitute Operator as an agent, legal representative, joint venturer, partner, employee, or servant of North America for any purpose whatsoever; and it is understood between the parties hereto that Operator is an independent contractor and is in no way authorized to make any contract, agreement, warranty or representation on behalf of North America, or to create any obligation, express or implied, on behalf of North America. Operator shall prominently display in its place of business a certificate from North America stating that said business is operated by Operator as a Licensee of North America, and not as an agent thereof. Under no circumstances shall North America be liable for any act, omission, debt or any other obligation of Operator. Operator shall indemnify and save North America harmless against any such claim and the cost of defending against such claims arising directly or indirectly from, or as a result of, or in connection with, Operator's operation of the licensed business. Operator shall promptly pay when due all taxes and assessments against the premises or the equipment used in connection with Operator's business, and all liens or encumbrances of every kind or character created or placed upon or against any of said property, and all accounts and other indebtedness of every kind incurred by Operator in the conduct of said business. Operator shall have the right to contest the validity or amount of any assessment, tax, lien or encumbrance, provided that Operator shall (1) give North America notice of its intention to contest (2) diligently prosecute such contest, and (3) at all times effectively stay or prevent any official or judicial sale of such property or any part thereof by reason of the non-payment of any lien, encumbrance, tax, or assessment. Operator shall comply with all federal, state, and local laws and regulations, and shall timely obtain any and all permits, certificates, or licenses necessary for the full and proper conduct of its business.

By North America. North America represents and warrants that it is the exclusive licensee of International throughout the United States to the Patent Rights described on Exhibit A and fully entitled to enter into this Agreement. North America further represents and warrants that the Subject Matter can successfully line many types of sewers, tunnels, pipelines and other passageways when said methods are properly performed and that it will instruct Operator in such performance. Every reasonable precaution will be taken by North America in producing all Materials and Apparatus, compiling all data, and offering instructions in the methods of use of the Materials and Apparatus purchased from North America for operation hereunder to assure that they comply with North America's exacting standards and that the ultimate lining for sewers and other passageways maintains a high standard of quality. To the best of North America's knowledge, all information given will be correct and the Materials and Apparatus are believed by North America to be adequately suited to the purposes intended. However, it is impossible to anticipate every possible variation in the manner of use or the conditions under which the Operator will apply the Materials, Apparatus, Know-how, data, and methods and North America makes no warranty as to the results which the Operator will attain, and shall under no circumstances be held responsible for any such results that occur as a consequence of a departure from the instructions provided or from negligence or malfeasance on the part of Operator except as may be contained in the specific written warranty provided by North America with regard to any materials furnished by North America. North America makes no representation nor warranty as to the validity of any of the Patent Rights hereof, other than that it has no knowledge of any basis on which any of the issued patents is invalid; no representation nor warranty that performance in accordance with this Agreement will not infringe any existing or subsequently issued or pending patent, other than that it has no knowledge of the existence of any such patent, and no representation nor warranty that "Insituform" is available for use as a tradename, trademark, and/or certificate xxxx mark in the United States other than it believes it to be. Further, North Nxxxx America shall not be held responsible for use by the Operator of any such Materials, Apparatus, Know-how, data or method in such a manner as to infringe any patent, trademark or copyright owned by another. North America agrees not to sell its Materials or Apparatus hereof below its cost in violation of any applicable provision of any antitrust or unfair trade practice statute and to charge all Sub-Licensees of the Patent Rights Royalties according to the same scale or formula. Notwithstanding the above North America does hereby agree, at its expense, to use its best efforts to defend the Patent Rights by such means as it in its sole discretion may determine appropriate, including but not limited to, patent infringement suits. North America reserves, however, the exclusive right to determine whether a patent infringement has occurred or whether litigation or other action is appropriate or feasible. By Operator. Operator agrees to indemnify, defend and hold North America harmless from any and all claims for bodily injury including death, personal injury and damage to property of Operator, North America and/or others, which arise from the alleged negligence or malfeasance of Operator or from the existence or use of Materials and/or Apparatus acquired from sources other than North America or which are produced by Operator. The Operator also agrees at its expense to procure a policy or policies of insurance from an insurance company or companies satisfactory to North America, providing coverage for the operations of the Operator, including product and completed operations, with minimum limits of Two Million Dollars ($2,000,000.00) per occurrence and Two Million Dollars ($2,000,000.00) annual aggregate for injury to persons and Two Million Dollars ($2,000,000.00) annual aggregate for damage to property. The operator also agrees to have North America named as an additional named insured under the above described policy or policies and to cause North America to be furnished with a Certificate of such insurance which shall contain a requirement that North America be notified thirty (30) days prior to any cancellation or any reduction in coverage or limits. The insurance required above shall commence prior to the time the Operator commences operations under this Sub-License Agreement and shall continue in force throughout the life of the Sub-License Agreement until it expires or is terminated. This Agreement does not constitute Operator as an agent, legal representative, joint venturer, partner, employee, or servant of North America for any purpose whatsoever; and it is understood between the parties hereto that Operator is an independent contractor and is in no way authorized to make any contract, agreement, warranty or representation on behalf of North America, or to create any obligation, express or implied, on behalf of North America. Operator shall prominently display in its place of business a certificate from North America stating that said business is operated by Operator as a Licensee of North America, and not as an agent thereof. Under no circumstances shall North America be liable for any act, omission, debt or any other obligation of Operator. Operator shall indemnify and save North America harmless against any such claim and the cost of defending against such claims arising directly or indirectly from, or as a result of, or in connection with, Operator's operation of the licensed business. Operator shall promptly pay when due all taxes and assessments against the premises or the equipment used in connection with Operator's business, and all liens or encumbrances of every kind or character created or placed upon or against any of said property, and all accounts and other indebtedness of every kind incurred by Operator in the conduct of said business. Operator shall have the right to contest the validity or amount of any assessment, tax, lien or encumbrance, provided that Operator shall (1) give North America notice of its intention to contest (2) diligently prosecute such contest, and (3) at all times effectively stay or prevent any official or judicial sale of such property or any part thereof by reason of the non-payment of any lien, encumbrance, tax, or assessment. Operator shall comply with all federal, state, and local laws and regulations, and shall timely obtain any and all permits, certificates, or licenses necessary for the full and proper conduct of its business.

By North America. North America represents and warrants that it is the exclusive licensee of International throughout the United States excluding the state of California to the Patent Rights described on Exhibit A and fully entitled to enter into this Agreement. North America further represents and warrants that the Subject Matter can successfully line many types of sewers, tunnels, pipelines and other passageways when said methods are properly performed and that it will instruct Operator in such performance. Every reasonable precaution will be taken by North America in producing all Materials and Apparatus, compiling all data, and offering instructions in the methods of use of the Materials and Apparatus purchased from North America for operation hereunder to assure that they comply with North America's exacting standards and that the ultimate lining for sewers and other passageways maintains a high standard of quality. To the best of North America's knowledge, all information given will be correct and the Materials and Apparatus are believed by North America to be adequately suited to the purposes intended. However, it is impossible to anticipate every possible variation in the manner of use or the conditions under which the Operator will apply the Materials, Apparatus, Know-how, data, and methods and North America makes no warranty as to the results which the Operator will attain, and shall under no circumstances be held responsible for any such results that occur as a consequence of a departure from the instructions provided or from negligence or malfeasance on the part of Operator except as may be contained in the specific written warranty provided by North America with regard to any materials furnished by North America. North America makes no representation nor warranty as to the validity of any of the Patent Rights hereof, other than that it has no knowledge of any basis on which any of the issued patents is invalid; no representation nor warranty that performance in accordance with this Agreement will not infringe any existing or subsequently issued or pending patent, other than that it has no knowledge of the existence of any such patent, and no representation nor warranty that "Insituform" is available for use as a tradename, trademark, and/or certificate xxxx in the United States other than it believes it to be. Further, North America shall not be held responsible for use by the Operator of any such Materials, Apparatus, Know-how, data or method in such a manner as to infringe any patent, trademark or copyright owned by another. North America agrees not to sell its Materials or Apparatus hereof below its cost in violation of any applicable provision of any antitrust or unfair trade practice statute and to charge all Sub-Licensees of the Patent Rights Royalties according to the same scale or formula. Notwithstanding the above North America does hereby agree, at its expense, to use its best efforts to defend the Patent Rights by such means as it in its sole discretion may determine appropriate, including but not limited to, patent infringement suits. North America reserves, however, the exclusive right to determine whether a patent infringement has occurred or whether litigation or other action is appropriate or feasible. By Operator. Operator agrees to indemnify, defend and hold North America harmless from any and all claims for bodily injury including death, personal injury and damage to property of Operator, North America and/or others, which arise from the alleged negligence or malfeasance of Operator or from the existence or use of Materials and/or Apparatus acquired from sources other than North America or which are produced by Operator. The Operator also agrees at its expense to procure a policy or policies of insurance from an insurance company or companies satisfactory to North America, providing coverage for the operations of the Operator, including product and completed operations, with minimum limits of Two Million Dollars ($2,000,000.00) per occurrence and Two Million Dollars ($2,000,000.00) annual aggregate for injury to persons and Two Million Dollars ($2,000,000.00) annual aggregate for damage to property. The operator also agrees to have North America named as an additional named insured under the above described policy or policies and to cause North America to be furnished with a Certificate of such insurance which shall contain a requirement that North America be notified thirty (30) days prior to any cancellation or any reduction in coverage or limits. The insurance required above shall commence prior to the time the Operator commences operations under this Sub-License Agreement and shall continue in force throughout the life of the Sub-License Agreement until it expires or is terminated. This Agreement does not constitute Operator as an agent, legal representative, joint venturer, partner, employee, or servant of North America for any purpose whatsoever; and it is understood between the parties hereto that Operator is an independent contractor and is in no way authorized to make any contract, agreement, warranty or representation on behalf of North America, or to create any obligation, express or implied, on behalf of North America. Operator shall prominently display in its place of business a certificate from North America stating that said business is operated by Operator as a Licensee of North America, and not as an agent thereof. Under no circumstances shall North America be liable for any act, omission, debt or any other obligation of Operator. Operator shall indemnify and save North America harmless against any such claim and the cost of defending against such claims arising directly or indirectly from, or as a result of, or in connection with, Operator's operation of the licensed business. Operator shall promptly pay when due all taxes and assessments against the premises or the equipment used in connection with Operator's business, and all liens or encumbrances of every kind or character created or placed upon or against any of said property, and all accounts and other indebtedness of every kind incurred by Operator in the conduct of said business. Operator shall have the right to contest the validity or amount of any assessment, tax, lien or encumbrance, provided that Operator shall (1) give North America notice of its intention to contest (2) diligently prosecute such contest, and (3) at all times effectively stay or prevent any official or judicial sale of such property or any part thereof by reason of the non-payment of any lien, encumbrance, tax, or assessment. Operator shall comply with all federal, state, and local laws and regulations, and shall timely obtain any and all permits, certificates, or licenses necessary for the full and proper conduct of its business.

By North America. North America represents and warrants that it is the exclusive licensee of International throughout the United States excluding the state of California to the Patent Rights described on Exhibit A and fully entitled to enter into this Agreement. North America further represents and warrants that the Subject Matter can successfully line many types of sewers, tunnels, pipelines and other passageways when said methods are properly performed and that it will instruct Operator in such performance. Every reasonable precaution will be taken by North America in producing all Materials and Apparatus, compiling all data, and offering instructions in the methods of use of the Materials and Apparatus purchased from North America for operation hereunder to assure that they comply with North America's exacting standards and that the ultimate lining for sewers and other passageways maintains a high standard of quality. To the best of North America's knowledge, all information given will be correct and the Materials and Apparatus are believed by North America to be adequately suited to the purposes intended. However, it is impossible to anticipate every possible variation in the manner of use or the conditions under which the Operator will apply the Materials, Apparatus, Know-how, data, and methods and North America makes no warranty as to the results which the Operator will attain, and shall under no circumstances be held responsible for any such results that occur as a consequence of a departure from the instructions provided or from negligence or malfeasance on the part of Operator except as may be contained in the specific written warranty provided by North America with regard to any materials furnished by North America. North America makes no representation nor warranty as to the validity of any of the Patent Rights hereof, other than that it has no knowledge of any basis on which any of the issued patents is invalid; no representation nor warranty that performance in accordance with this Agreement will not infringe any existing or subsequently issued or pending patent, other than that it has no knowledge of the existence of any such patent, and no representation nor warranty that "Insituform" is available for use as a tradename, trademark, and/or certificate xxxx mark in the United States other otxxx than it believes it to be. Further, North America shall not be held responsible for use by the Operator of any such Materials, Apparatus, Know-how, data or method in such a manner as to infringe any patent, trademark or copyright owned by another. North America agrees not to sell its Materials or Apparatus hereof below its cost in violation of any applicable provision of any antitrust or unfair trade practice statute and to charge all Sub-Licensees of the Patent Rights Royalties according to the same scale or formula. Notwithstanding the above North America does hereby agree, at its expense, to use its best efforts to defend the Patent Rights by such means as it in its sole discretion may determine appropriate, including but not limited to, patent infringement suits. North America reserves, however, the exclusive right to determine whether a patent infringement has occurred or whether litigation or other action is appropriate or feasible. By Operator. Operator agrees to indemnify, defend and hold North America harmless from any and all claims for bodily injury including death, personal injury and damage to property of Operator, North America and/or others, which arise from the alleged negligence or malfeasance of Operator or from the existence or use of Materials and/or Apparatus acquired from sources other than North America or which are produced by Operator. The Operator also agrees at its expense to procure a policy or policies of insurance from an insurance company or companies satisfactory to North America, providing coverage for the operations of the Operator, including product and completed operations, with minimum limits of Two Million Dollars ($2,000,000.00) per occurrence and Two Million Dollars ($2,000,000.00) annual aggregate for injury to persons and Two Million Dollars ($2,000,000.00) annual aggregate for damage to property. The operator also agrees to have North America named as an additional named insured under the above described policy or policies and to cause North America to be furnished with a Certificate of such insurance which shall contain a requirement that North America be notified thirty (30) days prior to any cancellation or any reduction in coverage or limits. The insurance required above shall commence prior to the time the Operator commences operations under this Sub-License Agreement and shall continue in force throughout the life of the Sub-License Agreement until it expires or is terminated. This Agreement does not constitute Operator as an agent, legal representative, joint venturer, partner, employee, or servant of North America for any purpose whatsoever; and it is understood between the parties hereto that Operator is an independent contractor and is in no way authorized to make any contract, agreement, warranty or representation on behalf of North America, or to create any obligation, express or implied, on behalf of North America. Operator shall prominently display in its place of business a certificate from North America stating that said business is operated by Operator as a Licensee of North America, and not as an agent thereof. Under no circumstances shall North America be liable for any act, omission, debt or any other obligation of Operator. Operator shall indemnify and save North America harmless against any such claim and the cost of defending against such claims arising directly or indirectly from, or as a result of, or in connection with, Operator's operation of the licensed business. Operator shall promptly pay when due all taxes and assessments against the premises or the equipment used in connection with Operator's business, and all liens or encumbrances of every kind or character created or placed upon or against any of said property, and all accounts and other indebtedness of every kind incurred by Operator in the conduct of said business. Operator shall have the right to contest the validity or amount of any assessment, tax, lien or encumbrance, provided that Operator shall (1) give North America notice of its intention to contest (2) diligently prosecute such contest, and (3) at all times effectively stay or prevent any official or judicial sale of such property or any part thereof by reason of the non-payment of any lien, encumbrance, tax, or assessment. Operator shall comply with all federal, state, and local laws and regulations, and shall timely obtain any and all permits, certificates, or licenses necessary for the full and proper conduct of its business.