GENERAL TERMS AND CONDITIONS - SERVICE WORK

INTRODUCTION
These General Terms and Conditions – Service Work (the “Conditions”) shall, unless otherwise agreed in writing, apply to all service work performed in the field (“Service Work”) by any personnel, consultant, agent or representative of[Northeast Energy Systems][Western Energy Systems] (the “Contractor”) for a customer (“Customer”).  Customer acknowledges and agrees the offer of the Contractor to provide Service Workto Customer is subject to the Conditions and any and all terms, conditions, representations, warranties or covenants set forth in Customer’s acceptance of any offer,purchaser order, acknowledgment form, correspondence or other related document (“Customer Acceptance Forms”) shall be of no force or effect (and shall be deemed automatically rejected despite any action or inaction bythe Contractor and/or its consultants, agents or representatives) and shall not become part of the Conditions unless they are specifically accepted in writing by the Contractor (the Conditions, along with any Customer Acceptance Forms in compliance with these Conditions and any forms of acceptance, acknowledgement or confirmation of the Contractor, collectively, a “Contract”).  The Conditions form an integral part of the Contractor’s offer to provide Service Workand the performance of Service Work is contingent upon Customer’s acceptance of the Conditions.

CONFIDENTIALITY AND INTELLECTUAL PROPERTY
Customer acknowledges and agrees that: (i) any and all of the Contractor’s intellectual property rights (no matter the form) and all rights, interests and protections that are associated with, equivalent or similar to, or required for the exercise of, any of such intellectual property rights, however arising, in each case whether registered or unregistered and including all registrations and applications for, and renewals or extensions of, such rights or forms of protection pursuant to the laws, rules or regulations of any jurisdiction throughout any part of the world (“Contractor’s Intellectual Property Rights”), are the sole and exclusive property of the Contractor or its licensors; (ii) Customer shall not acquire any ownership interest in any of Contractor’s Intellectual Property Rights under the Conditions or otherwise; (iii) any goodwill derived from the use by Customer of Contractor’s Intellectual Property Rights inures to the benefit ofthe Contractor or its licensors, as the case may be; (iv) if Customer acquires any intellectual property rights in or relating to any Contractor’s Intellectual Property Rights by operation of law or otherwise, such rights are deemed and are hereby irrevocably assigned to the Contractor or its licensors, as the case may be, without further action by either of the parties; and (v) Customer shall use Contractor’s Intellectual Property Rights only in accordance with the Conditions and the instructions of the Contractor. Any information or data of the Contractor to which Customer has access hereunder, including but not limited to proprietary, developmental, technical, marketing, sales, operating, performance, cost, know-how, business and process information, is confidential. Customer agrees (i) to hold such information in strict confidence, (ii) to restrict the use of such information to matters relating to the Service Work and the Conditions, and (iii) to restrict access to such information to its personnel whose access is necessary in the implementation of the Service Work. Confidential information will not be reproduced without the Contractor’s prior written consent, and all copies of written information will be returned upon request by the Contractor.Customer shall defend, indemnify and hold harmless the Contractor against all claims, losses and damages, including reasonable attorneys’ fees, arising out of or resulting from any reuse, modification, reproduction or publication of Contractor’s Intellectual Property Rights.To the extent there is a conflict between the foregoing provisions regarding confidentiality and intellectual property and any terms or conditions of any software license agreement related to the Service Work, the terms and conditions of such software license agreement shall prevail.

PERFORMANCE AND ACCEPTANCE OF WORK
Customer shall be deemed to have accepted the Service Work performed by the Contractor as being in accordance with the Contract unless Customer has notified the Contractor of any non-conformity within three (3) days following the last day on which the Service Work was performed.  Any date or period for completion stipulated or quoted shall be deemed to be an estimate only, and there shall be no express or implied time limit in dispatching or completing any Service Work.
If Customer anticipates that the Service Work cannot be commenced as agreed in the Contract due to reasons attributable to Customer, Customer shall notify the Contractor in writing stating the reason and the time when Customer anticipates that the Service Work could commence.  The Contractor may by notice require Customer to set a final reasonable time for when the Service Work should commence.  Any additional costs related to such delay shall be borne by Customer as per Section 13.
The Contractor has a right to suspend the performance of the Service Work under the Contract if it is reasonably clear from the circumstances that Customer will not be able to perform its obligations as stated in the Contract.
DELIVERY, ACCEPTANCE AND RETURNS
All references to trade terms shall be interpreted in accordance with Incoterms® 2010.  Unless otherwise agreed in writing, the Parts (as defined below) shall be deemed to be sold “FCA”.  Any date or period for delivery stipulated or quoted shall be deemed to be an estimate only.  Packing materials shall not be returned to the Contractor.  Customer shall be deemed to have accepted the quantity and quality of the Parts delivered by the Contractor as being in accordance with the Contract unless Customer has notified the Contractor of any shortages or damage within three (3) days following delivery of the Parts. No returns of Parts will be permitted or allowed by the Contractor.  If Customer anticipates that it will be unable to accept the delivery of Parts at the time set forth in the Contract, Customer shall notify the Contractor in writing stating the reason and the time when Customer anticipates being able to accept delivery.  Unless otherwise agreed, Customer shall pay the part of the Contract price that becomes due at the delivery as if the delivery had taken place.  The Contractor may by notice require Customer to accept the delivery within a reasonable time. Any additional costs related to such delay shall be borne by Customer, including any and all costs related to storage of such undelivered Parts.  If Parts are placed in storage, including storage at the facility where manufactured, the following conditions shall apply: (i) all risk of loss or damage shall be the responsibility of Customer; and (ii) all expenses incurred by the Contractor, such as for preparation for and placement into storage, handling, inspection, preservation, insurance, storage, removal charges and any taxes shall be payable by Customer.

COMPENSATION, PAYMENT AND OWNERSHIP
If not expressly agreed otherwise in writing, the Contract’s price is based on the Service Work performed during normal working hours.  Customer will be charged a daily allowance (using the location-based per diem rates established by the U.S. General Services Administration)for each of the Contractor’s personnel based on the number of working days from the date of departure of such personnel until their return.  Unless otherwise agreed in writing, a normal working week is comprised of forty (40) hours; eight (8) hours per working day, spread over five (5) working days.  Local holidays shall be observed.  Unless otherwise agreed, any Service Work done outside normal working hours shall be charged to Customer as overtime.  Any waiting and/or stand-by time for which the Contractoris not responsible shall be charged to Customer as normal working time.  Time spent by the Contractor’s personnel travelling to and from the Contractor’s office, the work site and Customer-provided lodging shall be for Customer’s account.  The daily remuneration and allowances shall be payable during incapacity caused by sickness of or accident to any of the Contractor’s personnel if caused by failure of Customer to maintain safety in the work site environment.
All travel expenses, plus ten percent (10%) handling cost, incurred in connection with the Contract shall be for the account of Customer.  Travel expenses include: (a) fares for journey by rail, air, car and/or bus; (b) carriage and freight as well as insurance due in connection with personal effects, instruments and tools required for the Service Work, including necessary costs for overweight on air freight; and (c) all out-of- pocket expenses incurred by the Contractor for the Service Work ordered by Customer.
In the event of any illness or accident affecting any of the Contractor’s personnel, whether during the performance of Service Work or otherwise, necessitating medical attention or hospital treatment, Customer shall ensure that the best and appropriate medical facilities and medications are made available to the Contractor’s personnel.All costs incurred under this Section shall be borne by the Contractor.
Unless otherwise agreed, payment shall be made by check orbank remittance pursuant to the terms of theinvoice within thirty (30) days following the date of the invoice.  Payment shall be made in full without any set off, counterclaim or deduction.  Customer shall pay interest on overdue payments from the maturity date until the actual date of payment at the rate of one and one quarter percent (1.25%) per month, compounded annually.  Customer shall pay the Contractor all costs related to the collection of overdue amounts, including reasonable attorneys’ fees.  In the event any payment is more than thirty (30) days late, the Contractor shall be entitled to suspend or terminate the Contract by written notice to Customer, and such remedies shall not be exclusive of the Contractor’s additional rights under contract or law. Title to any part, material, component, equipment, supplies, consumables or replacement and any other items (collectively “Parts”) furnished, provided or supplied by the Contractor in performance of the Service Work shall pass to Customer only when payment in full has been received by the Contractor.
WARRANTY
So long as Customer complies with its obligations under this Section 6, the Contractor shall repair or re-perform, in whole or in part, at its sole discretion, any defective Service Work which appears during the warranty period.  So long as Customer complies with its obligations under this Section 6, the Contractor shall use commercially reasonable efforts to assist Customer in making any warranty claims to the applicable manufacturer(s) with regard to any defective Parts which appear during the applicable warranty period.  Customer shall immediately take appropriate steps to prevent any defect from becoming more serious, and all warranty claims shall be made in writing without delay and not later than ten (10) days following discovery of such defect during the applicable warranty period.  Customer shall have the responsibility to establish that its claim is covered by warranty.  Upon the Contractor’s request, replaced Parts shall be returned to the Contractor at the Contractor’s cost.  Delivery of repairs or re-performance,or replaced or repaired Parts, will be made in accordance with the original Contract delivery terms.
The warranty period for the Service Work begins on the date of delivery and ends ninety (90) days from the last day of performance of the applicable Service Work.  The warranty period in respect of Service Work which has been re-performed under the warranty shall expire ninety (90) days following the last day on which the Service Work was re-performed under the warranty.The warranty for re-performed Service Work shall be subject to the same terms, conditions and limitations of liability, as those applicable to the originally-performed Service Work.  Under no circumstances shall the warranty period of any Service Work (whether original or re-performed) extend beyond the date that is twelve (12) months following the date of commencement of the original warranty period as stipulated above in the first sentence of this Section .
The Contractor shall not be liable for any defect due to or arising in connection with: (1) any materials, components, tools, designs or software provided by Customer; (2) negligence or willful misconduct of Customer; (3) parts, accessories or attachments other than those supplied as Parts by the Contractor; (4) improper service work, installation or alterations carried out by Customer; (5) normal wear and tear (6) use of unsuitable material or consumables by Customer; (7) fluctuation in the grid; or (8) any use, service or operation of the Parts which is not in conformity with manuals, instructions or specifications provided to the Customer or which is otherwise not in accordance with normal industry practice.  The Contractor’s warranty obligation does not include any cranage, electricity, scaffolding, demounting or mounting costs, expenses of the Contractor’s personnel or representatives, taxes and duties, and all such costs and expenses shall be reimbursed by Customer to the Contractor when applicable. If after the Contractor’s warranty investigation it is found that Customer does not have a warranty claim within the scope of these Conditions, then Customer shall be responsible for all applicable costs and expenses for such inspection, repaired or replaced parts or other service work.
The warranties set forth in this Section 6 are exclusive and are in lieu of all other warranties, guarantees, obligations and liabilities whether written, oral, implied or statutory.  the contractor MAKES NO OTHER REPRESENTATIONS OR WARRANTIES (EXPRESS OR IMPLIED) WITH RESPECT TO THE service work or the parts, INCLUDING ANY (i) WARRANTY OF MERCHANTABILITY, (ii) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE OR WARRANTY FOR WORKMANSHIP, (iii) WARRANTY OF TITLE, (iv) WARRANTY AGAINST NON-CONFORMITY OR DEFECT, OR (v) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE; AND CUSTOMER HEREBY WAIVES ALL OTHER REMEDIES, WARRANTIES, GUARANTEES AND LIABILITIES, EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE.
Any warranty set forth in this Section 6 is non-assignable and shall not inure to the benefit of any person or entity other than Customer.
CONTRACTOR’S LIABILITY
IN NO EVENT, WHETHER AS A RESULT OF BREACH OF CONTRACT, BREACH OF WARRANTY, TORT LIABILITY (INCLUDING NEGLIGENCE OR STRICT LIABILITY), OR OTHERWISE, SHALL THE CONTRACTOR, ITS REPRESENTATIVES, SUBCONTRACTORS OR SUPPLIERS BE LIABLE FOR ANY INDIRECT, CONTINGENT, PUNITIVE, SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES, HOWEVER CAUSED OR ARISING (WHETHER ACTUAL OR ANTICIPATED), REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT CUSTOMER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, NOR FOR LOSSES OR DAMAGES (WHETHER ACTUAL OR ANTICIPATED) CAUSED BY REASON OF UNAVAILABILITY OF THE EQUIPMENT OR THE FACILITY, SHUTDOWNS OR SERVICE INTERRUPTIONS, LOSS OF USE, LOSS OF DATA, LOSS OF PROFITS OR REVENUE, LOSS OF SAVINGS, LOSS OF REPUTATION, INVENTORY OR USE CHARGES, COST OF PURCHASED OR REPLACEMENT POWER, INTEREST CHARGES OR COST OF CAPITAL OR ANY CLAIMS OF THE CUSTOMER’S CUSTOMERS PUNITIVE OR EXEMPLARY DAMAGES, THE COST OF SUBSTITUTED EQUIPMENT, SPARE PARTS OR SERVICES OR REPLACEMENT, REMOVAL OR REINSTALLATION SERVICE WORK NOT ARISING FROM THE WARRANTY PROVIDED HEREIN, POLLUTION REMEDIATION COSTS, DAMAGE TO ANY VESSEL, ENGINE ROOM OR POWER PLANT SITE, YARD OR OTHER PROPERTY (INCLUDING DAMAGE TO GOODS OWNED BY THE CUSTOMER), DAMAGE TO ANY EQUIPMENT OR PROPERTY OTHER THAN THE PARTS, COSTS FOR ANY ADDITIONAL TESTS, DEBRIS REMOVAL OR FOR LOSS OF TIME OR CONVENIENCE OR USE OF ANY EQUIPMENT, INSTALLATION SYSTEM, OPERATION OR SERVICE.THE REMEDIES OF CUSTOMER SHALL BE LIMITED TO THOSE PROVIDED HEREIN.  THE LIMITATION OF LIABILITY AND EXCLUSION OF DAMAGES SHALL APPLY EVEN IF THE LIMITED REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE.
NOTWITHSTANDING ANY OTHER PROVISION OF THE CONTRACT, IN NO EVENT SHALL THE CONTRACTOR’S AGGREGATE LIABILITY TO CUSTOMER UNDER THIS CONTRACT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY) OR ANY OTHER LEGAL THEORY OR EQUITY, EXCEED FIFTY PERCENT (50%) OF THE CONTRACT PRICE.
The Contractor shall not be liable for any work carried out by Customer or by any third party, even though carried out with assistance of the Contractor’s personnel.  Customer shall bear the risk of loss of its equipment and other goods in connection with the Service Work, even if such equipment or goods are in facilities used by the Contractor.
Indemnification
To the fullest extent permitted by applicable law, each party shall indemnify, defend and hold harmless the other party and its affiliates and their respective agents, representatives, officers, directors, managers, members and employees from and against all damages, losses, liabilities, obligations, costs, fines, judgments, penalties and expenses (including, but not limited to reasonable fees and charges of attorneys) (“Losses”) relating to or arising out of or resulting from any claim, demand, suit or action of a third party (collectively, “Claims”) to the extent such Claims arise out of or result from the indemnifying party’s (or any of its Affiliate’s or any of their respective agent’s, representative’s, officer’s, director’s, manager’s, member’s or employee’s) (i) material breach of the Contract, or (ii) gross negligence or willful misconduct.  To the extent any such Losses or Claims arise from any material breach of the Contract or the gross negligence or willful misconduct of a party to the Contract, the obligation to indemnify under this Section shall be comparative and the indemnifying party shall not be obligated to indemnify the indemnified party to the extent that such Losses or Claims were caused by any breach of the Contract by the indemnified party or the gross negligence or willful misconduct of the indemnified party.
In addition to the indemnification obligations under Section , Customer shall indemnify, defend and hold harmless the Contractor and its affiliates and their respective agents, representatives, officers, directors, managers, members and employees from and against all Losses relating to or arising out of or resulting from any Claims to the extent such Claims arise out of or result from any unsafe working conditions, hazardous conditions, Hazardous Materials and/or contaminated substances, elements or waste of any kind that are restricted by applicable laws, rules or regulations,or the presence, discharge or release of petroleum, oil or other toxic wastes, substances or materials of any kind relating to the Service Work or the Parts.
If any of the foregoing indemnities in this Section 8 is determined to be void or otherwise impaired by any law controlling the construction thereof, such indemnity shall be deemed to conform to the fullest indemnity permitted by such law.  Except as otherwise expressly provided herein, the indemnities provided herein by the Contractor shall be the exclusive remedy of Customer.
remedies; SECURITY AGREEMENT
If Customer’s financial condition at any time does not justify continuation of the Service Work on the agreed terms of payment, then the Contractor may require full or partial payment in advance or shall be entitled to suspend or terminate the Contract.  If Customer becomes insolvent, makes an assignment for the benefit of its creditors, has a receiver or trustee appointed for the benefit of its creditors, or files for protection from creditors, under any bankruptcy or insolvency laws, then the Contractor shall be entitled to suspend or terminate the Contract.  If Customer fails to fulfill any of the terms or conditions set forth in these Conditions, then the Contractor may suspend or terminate the Contract.  Any cost (including legal fees) incurred by the Contractor in accordance with the Contractor’s suspension or termination of the Contract under this Section shall be payable by Customer upon demand.  If the Contractor terminates the Contract, then the Contractor, in its sole discretion, may requireCustomer to return all Parts already delivered at Customer’s cost and expense and at Customer’s risk or loss.  If Customer fails to do so, then the Contractor, in its sole discretion, may disassemble and remove such Parts at Customer’s cost and expense and at Customer’s risk of loss. Customer shall not have any cause of action or be entitled to any offset, counterclaim or recoupment against the Contractor by reason of any suspension or termination of the Contract under this Section .  In addition to any remedies set forth in these Conditions, the Contractor shall be entitled to any and all rights and remedies available to it under law and all such rights and remedies shall be cumulative.
To the extent permitted by law, Customer hereby grants to the Contractor a lien on and a continuing security interestin and to all Parts and all products and proceeds derived from the sale or lease thereof as security for the payment in full of such Parts and the Service Work performed related to such Parts.  Customer hereby waives any and all claims, defenses, and causes of actionthat Customer may have in connection with the exercise of any such lien rights by the Contractor.
CUSTOMER’S ADDITIONAL PERFORMANCE OBLIGATIONS
Customer shall comply with all laws, rules and regulations applicable at the work site, arising out of the performance of the Service Work.
Customer shall at its own cost provide for and maintain comprehensive insurance coverage to protect its own property and personnel.  Customer shall obtain a waiver of all rights of recourse and subrogation against the Contractor from its insurers as well as indemnify and hold the Contractor harmless for all claims of or by Customer’s insurers.
Customer shall provide at no cost to the Contractor all of the following facilities and services which must be of sufficient quality and/or quantity for the Contractor’s performance of the Service Work, unless otherwise agreed to in writing by the parties:
(a) Ancillary manpower equipped with appropriate tools (such as drills and
handlamps), heavy duty hoisting and transport facilities along with the
 necessaryfuel, lubricants, water, electricity, compressed air and cleaning
facilities for theContractor’s performance of the Service Work;and
(b) Additional safety measures reasonably requested by the Contractor.In the event Customer is unable or unwilling to provide any such facility or service, the Contractor may, at its option, terminate the Contract without liability to Customer or itself provide such facility or service for the account of Customer.
ENVIRONMENTAL, HEALTH AND SAFETY RESPONSIBILITIES
Customer shall maintain safe working conditions at the work site, including, without limitation, implementing appropriate procedures regarding arsenic, asbestos, lead or any other waste material or hazardous substances as defined by any legislation or international convention relevant or applicable to the Service Work provided (“Hazardous Materials”) and confined space entry affixing labels or plates containing warnings and/or safety and operation procedures and instructions as required by applicable laws and regulations.
Customer shall timely advise the Contractor in writing of all health, safety, security and environmental requirements procedures and instructions applicable at the work site, and of the existence of any Hazardous Materials or other conditionsthat may affect the Contractor’s work or personnel at the work site.  Without limiting Customer’s responsibilities under this Section 11, the Contractor has the right, but not the obligation to, from time to time, review and inspect applicable health, safety, security and environmental documentation, procedures and conditions at the work site.
If, in the Contractor’s reasonable opinion, the health, safety, or security of personnel or the work site is, or is apt to be, imperiled by security risks, terrorist acts or threats, the presence of or threat of exposure to Hazardous Materials or unsafe working conditions, the Contractor and his representatives have the same responsibility and authority as Customer to stop the Service Work.  The Contractor may, in addition to other rights or remedies available to it, evacuate some or all of its personnel from the work site, suspend performance of all or any part of the Contract, and/or remotely perform or supervise the Service Work.  Any such occurrence shall be considered an excusable event without any liability to the Contractor.  Customer shall reasonably assist in any such evacuation.
Operation of Customer’s equipment is the responsibility of Customer.The Contractor has no responsibility or liability for the pre-existing condition of Customer’s equipment or the work site.
Customer represents and warrants to the Contractor and agrees to ensure that the work site, surrounding environment, all equipment provided or otherwise made available to the Contractor’s representative in connection with the Service Work rendered in connection with this Contract and all products and equipment serviced or otherwise worked on by the Contractor’s representatives in connection with this Contract, shall at all times be free of Hazardous Materials and/or contaminated substances, elements or waste of any kind thatare restricted by applicable laws or regulations and hazardous to the health or safety of the Contractor’s representatives.
If the Contractor encounters Hazardous Materials in Customer’s equipment or at the work site that require special handling or disposal, the Contractor is not obligated to continue Service Work affected by the hazardous conditions.  In such an event, Customer shall eliminate the hazardous conditions in accordance with applicable laws and regulations so that the Contractor’s Service Work under the Contract may safely proceed, and the Contractor shall be entitled to an equitable adjustment of the price and schedule to compensate for any increase in the Contractor’s cost of, or time required for, performance of any part of the Service Work.  Customer shall properly store, transport and dispose of all Hazardous Materials introduced, produced or generated in the course of the Contractor’s Service Work at the work site.  Customer shall be responsible for all costs and expenses related to the management, handling, clean-up, removal and/or disposal of all Hazardous Materials and/or contaminated substances, elements or waste of any kind as defined by applicable laws and regulations or applicable to the Service Work supplied.
DUTIES, TAXES AND FEES
Customer shall pay, where applicable, all duties, withholding and other taxes, customs fees and charges and all charges and fees by a classification or inspection society.  All such documentation or approvals which are required by applicable laws, and any applicable modifications of such laws, shall be the responsibility of and paid by Customer.  If the Contractor is assessed any taxes, interest and/or penalty by any taxing authority related to the provision of the Service Work or the Parts (other than personal property or real estate taxes on property that the Contractor owns or leases, franchise and privilege taxes on the Contractor’s business, or taxes based on the Contractor’s net income or gross receipts), Customer agrees to reimburse the Contractor for any such taxes, including any interest or penalty assessed thereon.

FORCE MAJEURE AND OTHER EXCUSABLE DELAYS
The Contractor shall not be liable for any loss, damage, failure, inability and/or delay in delivery or performance or failure to deliver or perform due to the acts of any government; acts of civil or military authority; accidents; fires; wars; acts of terrorism; insurrections; civil disorders; floods; strikes or other labor disturbances or difficulties; epidemics; riots; shortages of fuel or power; breakdowns of machinery; acts of God; acts of Customer; failures in source of supply; or any other cause beyond the control of the Contractor; and the Contractor shall have the right to cancel the performance hereunder or suspend the performance or extend the date of performance hereunder if one or more of such contingencies prevents or delays performance.  All reasonable additional costs incurred by the Contractor as a consequence of any such suspension or extension of performance hereunder and any subsequent resumption or completion of the Service Work shall be reimbursed by Customer.
MISCELLANEOUS
Customer shall comply with all applicable laws, rules and regulations. None of Customer’s rights under the Contract shall be assigned or transferred by Customer to any other person or entity, whether by operation of law or otherwise, without the Contractor’s prior written approval.  The failure of the Contractor to enforce any rights under the Contract shall not constitute a waiver of any such rights or any other rights under the Contract.  The Contract shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, notwithstanding any conflict of law provisions to the contrary, and all disputes arising under the Contract shall be resolved in the state courts of the Commonwealth of Pennsylvania or in the United States District Court for the Eastern District of Pennsylvania. All of the provisions of the Contract are separate and severable.  If any of the provisions of the Contract are held to be invalid or unenforceable, such invalidity or unenforceability shall not affect the validity or enforceability of any other provision hereof. EACH PARTY EXPRESSLY WAIVES ALL RIGHTS TO A JURY TRIAL IN CONNECTION WITH ANY DISPUTE ARISING UNDER THE CONTRACT.  The Contractor and Customer are each independent contractors and neither party shall be, nor represent itself to be, the franchiser, partner, broker, employee, servant, agent, or legal representative of the other party for any purpose whatsoever.These Conditions, plus the additional agreed upon terms of the Contract (relating only to price, time and location for performance, and technical specifications and scope of Service Work to be performed) and the terms and conditions of any software license agreement executed in writing by the Contractor and Customer and pertaining to software or other data provided In connection with the Service Work contain the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersede all prior agreements and understandings relating to such subject matter.  If a provision of these Conditions is at variance with necessary requirements of applicable law, then these Conditions shall be deemed to be amended to the minimum extent necessary to comply with such applicable law.  No terms, conditions, representations, warranties or covenants contained in any correspondence, catalogue, or in any other form shall be applicable unless incorporated herein by express written agreement of the parties hereto.