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DocuSign Envelope ID: 58FE3CF5-7330-4F18-9C60-B177A84C616D <br />IP Warranty. To the extent set forth in the applicable Manufacturer's warranty, Distributor <br />warrants that the sale of, use, or incorporation into manufactured products of all machines, parts, <br />components, services, devices, material, and rights furnished or licensed hereunder which are not <br />of ERMU's design, composition or manufacture shall be free from any patent, copyright, <br />trademark, or other proprietary rights for the payment of any license fee or royalty to others by <br />ERMU. <br />Manufacturer's Warranty. Notwithstanding anything contained herein to the contrary, the <br />Manufacturer's warranty only shall apply to all materials purchased by ERMU hereunder. <br />ERMU acknowledges that Distributor is a distributor of materials only, and therefore offers no <br />additional warranties. DISTRIBUTOR SPECIFICALLY DISCLAIMS ALL OTHER <br />WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED <br />WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR <br />PURPOSE. IN NO EVENT, WHETHER ARISING OUT OF WARRANTY, INDEMNITY, <br />TORT, CONTRACT OR OTHERWISE, SHALL DISTRIBUTOR BE LIABLE FOR ANY <br />INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES <br />OF ANY KIND. <br />Compliance with Laws. The Distributor warrants that the Work, upon delivery and when <br />operated in accordance with the Manufacturer's documentation, will comply with and will have <br />been produced, processed, delivered, and sold in conformity with all applicable federal, state, <br />and local laws and administrative regulations and orders. <br />For any Equipment under warranty that does not comply with the warranties herein, Distributor <br />shall pursue on behalf of ERMU in processing warranty claims with the Manufacturer. If Meters <br />are purchased directly from a third party by ERMU, those Meters would be exempt from this <br />provision. The decision whether to repair or replace will be made with the concurrence of ERMU <br />and the repair or replacement will be scheduled consistent with ERMU's operating requirements <br />so as to minimize loss of production or use of the Equipment or of any infrastructure of which <br />the Equipment is a part. Repaired or replaced Equipment must be made from new parts. The <br />Manufacturer's original or new warranty will apply to any repaired or replaced Equipment. <br />24. Licenses <br />Distributor shall make available to ERMU all necessary licenses (i.e., software and others as may <br />apply) for the AMI System and the Work upon payment by ERMU of necessary licensing fees. <br />These licenses shall set out rights granted by the Manufacturer under the applicable license <br />agreement, and will be subject to payment by ERMU of applicable license fees. <br />25. Independent Contractor <br />The relationship between ERMU and Distributor shall be that of contracting party to independent <br />contractor. Accordingly, subject to the specific terms of this Agreement, neither Party shall have <br />any general right to prescribe the means by which the other Party shall meet its obligations under <br />this Agreement. This Agreement is not intended to create nor shall it be construed to create any <br />partnership, joint venture, employment or agency relationship between Distributor and ERMU, <br />nor shall either Party have any right, power, or authority to enter into any agreement or <br />Elk River Municipal Utilities 18 Core & Main LP <br />57 <br />