North American Equipment Loan Agreement

the following terms and conditions apply if referenced as referenced in a separate agreement between terso solutions, inc ("terso") and the recipient ("recipient") terso offers the loan of certain equipment (the “equipment”) for evaluation purposes or for lease throughout a designated term subject to the following terms and conditions by accepting delivery of the equipment, the recipient agrees to the terms and conditions outlined below terso agrees to loan the equipment to the recipient for a designated evaluation period (the “term”) the term shall commence upon shipment of the equipment and continue until the specified end date, or earlier, in accordance with these terms and conditions (a) use the equipment is provided solely for evaluation purposes and must be used as a demonstration unit by the recipient the recipient agrees to use the equipment in compliance with all applicable laws, regulations, and policies any other uses, including but not limited to reverse engineering, modification, or analysis of the equipment, are expressly prohibited (b) ownership terso retains full ownership of the equipment throughout the term the recipient agrees to maintain the equipment free from any encumbrances and acknowledges that terso may file a financing statement, if necessary, to secure its ownership interest (c) return upon the conclusion of the term, the recipient agrees to return the equipment to terso in good condition and provide any necessary reports related to the evaluation of the equipment, if required by terso (a) maintenance the recipient shall maintain the equipment in good operating condition during the loan period, with normal wear and tear excepted (b) insurance the recipient agrees to insure the equipment against all risks of loss or damage during the term at its own expense the equipment and any related intellectual property, including patents, trademarks, trade secrets, and copyrights, are and remain the exclusive property of terso the recipient shall not acquire any rights or licenses to the equipment’s intellectual property through this loan agreement terso reserves the right to terminate the loan of the equipment at any time upon termination, the recipient must promptly return the equipment to terso this equipment loan agreement is governed by the laws of the state of wisconsin, without regard to its conflict of law principles (a) no assignment the recipient may not transfer or assign this agreement without terso's prior written consent (b) entire agreement these terms represent the entire agreement between terso and the recipient regarding the loan of the equipment and supersede any prior agreements or communications (c) severability if any provision of these terms is found invalid or unenforceable, the remaining provisions will remain in effect (d) notice all notices regarding the equipment loan must be sent to the addresses provided by terso and the recipient