(a) Tyco Electronics designates Installer as a non-exclusive "Authorized COPALUM product Installer" pursuant to these terms and conditions as well as the provisions of the attached Letter Agreement (both documents are hereinafter referred to as the "Agreement").

(b) Tyco Electronics’ appointment of Installer as an Authorized COPALUM product Installer shall be contingent upon Installer’s continued adherence not merely to the precise terms of this Agreement, but also to its spirit. Installer understands and agrees that Tyco Electronics has a paramount interest in having only qualified individuals and companies selling and installing COPALUM product in single, multi-family and commercial structures.

(c) Tyco Electronics’ designation of Installer as an Authorized COPALUM product Installer shall be non-exclusive and such designation does not constitute a grant of any specific territory, geographical area, or particular market. Tyco Electronics reserves the right to appoint other Authorized COPALUM product Installers at any time without notice or liability to Installer.

(a) Installer agrees that at all times all individuals it employs to install AMP COPALUM product will:

(b) Installer agrees that, in any COPALUM product retermination project it performs, it will use only Tyco Electronics-approved tools, products, and techniques.

(c) Installer recognizes and agrees that it is fully responsible for any damages that result from improper installation of COPALUM product or from the improper use of COPALUM tooling, for which Installer will indemnify and hold Tyco Electronics harmless.

(d) Installer agrees that it shall not resell or sublease COPALUM tooling or products to anyone without first having obtained Tyco Electronics’ written consent.

(e) COPALUM tooling provided to Installer shall remain the property of Tyco Electronics. Installer shall not take or permit any action regarding the tooling that is inconsistent with Tyco Electronics’ ownership thereof.

(a) Tyco Electronics will arrange, upon request and following payment of Tyco Electronics’ then-current charges for such services, to train Installer’s personnel in the proper use of AMP COPALUM product and tooling.

(b) Tyco Electronics will make available to Installer reasonable quantities of Tyco Electronics-approved tooling and products.

(c) Tyco Electronics shall have available for use by Installer pre-approved advertising materials.

(d) Tyco Electronics may refer potential COPALUM product retermination projects in Installer’s local area to Installer from time to time on a non-exclusive basis.

(a) Placing Orders. Installer may place orders for COPALUM product at any Tyco Electronics distributor authorized to resell the product.

(b) Minimum Orders. All orders are subject to package size minimums set by Tyco Electronics from time to time.

(c) Freight. All shipments by Tyco Electronics to Installer will be freight pre-paid UPS normal delivery. Tyco Electronics will ship UPS Next Day Delivery upon Installer’s request, but only if Installer satisfies Tyco Electronics that premium shipment is necessary. Tyco Electronics will ship only to Installer’s principal place of business. Tyco Electronics will not drop ship COPALUM Product or Tooling to any other location for any reason.

9.1 (a) The Agreement may be terminated at any time, with or without cause, by Tyco Electronics or by Installer upon thirty days’ prior written notice.

(b) Upon termination of this Agreement, Installer will immediately return the Tooling and its remaining inventory of AMP COPALUM product to Tyco Electronics. Installer will receive a refund of the unused Retention Charge for the Tooling and its purchase price for the returned AMP COPALUM products, provided the Tooling is in good condition, reasonable wear and tear excepted.

(a) Tyco Electronics shall have the option, in its sole discretion, to terminate the Agreement or to cancel any unfilled orders immediately by written notice to Installer in the following circumstances:

9.3 Termination by Tyco Electronics. Tyco Electronics may give Installer written notice if, at any time, Installer fails to meet and comply with the Installer performance criteria set forth in Sections 3, 9 or 10 hereof, or otherwise commits a material breach of the Agreement. Any such notice will set forth the nature of Installer’s failure in reasonable detail. Tyco Electronics shall have the right to immediately terminate the Agreement if Installer does not cure such failure within thirty (30) days after such notice.

9.4 Non-Liability. Neither party shall be liable to the other for damages, liabilities or obligations in any form whatsoever upon termination of this Agreement as provided herein, except as expressly provided herein.

9.5 Non-Use of Trademarks. Upon the termination of the Agreement, Installer will remove and not thereafter use any signs containing the trademarks AMP or COPALUM, or any other trademark owned by Tyco Electronics or its affiliates, and Installer will immediately destroy all stationery, advertising matter and other printed matter in its possession or under its control containing such trademarks. Installer will not at any time after such termination use or permit to be used any such trademarks in any manner in connection with any business conducted by Installer or in which Installer may have an interest. Installer will immediately take all appropriate steps to remove and cancel its listings in telephone books and other directories, and public, records, or elsewhere which contain said trademarks.

9.6 Effect of Termination on Pending Orders. The termination of this Agreement will cancel, as of that date, all orders that have not been shipped and neither party shall thereafter be under any obligation to the other with respect to orders so cancelled.

(a) Tyco Electronics agrees to supply to the Installer such reasonable quantities of COPALUM application equipment (the "Tooling") as Installer may order from time to time. The original term for each item of Tooling shall be three months, and month-to-month thereafter. After expiration of the original three months term for each item of Tooling, this agreement shall be terminable at will by either Installer or Tyco Electronics at anytime on thirty (30) days prior written notice.

(b) Within twenty-four (24) months of returning Tooling to Tyco Electronics, Installer may order Tooling, at the then-current charge, without retraining being required. If such 24-month has been exceeded, retraining by Tyco Electronics is required before Installer can order Tooling.

(c) Installer agrees to pay to Tyco Electronics the then-current monthly charge for the right to retain the Tooling (the "Retention Charge"). All Tooling has a three month firm minimum retention commitment. All initial Retention Charges are payable in advance on date of shipment, and subsequent Retention Charges are payable monthly.

(d) Monthly Retention Charges are firm for the initial three month term (unless stated to the contrary in the attached Letter Agreement). Thereafter, Retention Charges shall be billed at Tyco Electronics’ then-current rates. Tyco Electronics will provide Installer with at least thirty (30) days prior written notice of any change in monthly Retention Charges.

(e) The Tooling and all additions thereto (including applicators, dies, and repair and replacement parts, not yet installed) and modifications thereof shall be and remain Tyco Electronics’ sole and exclusive personal property. Installer shall keep the Tooling free from all liens and encumbrances. Installer shall have no title or interest therein, but shall have only the right to use the Tooling during the term of this agreement for the purpose of applying the COPALUM system. However, no license under any patent to make or have made or otherwise acquire any terminals should be implied or granted.

(f) In the event this Agreement is terminated pursuant to the terms herein contained or for any cause whatsoever, Tyco Electronics shall be entitled to immediate possession of its Tooling and for that purpose shall have, and the Installer hereby grants, an irrevocable license to enter by its servants or agents on any premises where the Tooling is or may be reasonably suspected to be and to take back and return the Tooling. Installer’s right to use the Tooling shall immediately cease and Tyco Electronics shall reimburse Installer for any prepaid Retention Charges for the unexpired term of the Tooling to which such charges relate, less any amount Installer owes Tyco Electronics for any reason.

(g) Tyco Electronics will train Installer’s personnel, who have not previously been trained, in the proper use, maintenance, and set up procedures for such Tooling. Installer shall keep the Tooling in good working order and condition at all times. Tyco Electronics shall have the right at all times during Installer’s business hours to inspect the Tooling, to observe its use, and to take possession of it upon termination of this Agreement.

(h) Installer shall be solely responsible for any damage to the Tooling resulting from Installer’s misuse, repair or adjustment of the Tooling.

(i) Installer shall not permit anyone not trained by Tyco Electronics to utilize the Tooling.

(j) The right to use the Tooling is limited to the Installer and shall not be assigned, sublet or in any way encumbered.

(k) Installer shall bear the entire risk of loss of said Tooling until Installer returns the Tooling in good order and condition, reasonable wear and tear only excepted, freight prepaid, to Tyco Electronics, in accordance with the instructions Installer has received for such return from Tyco Electronics’ Field Engineering Services. It is the Installer’s responsibility to contact Field Engineering Services for such instructions by calling 1-800-722-1111. Returned Tooling will be promptly evaluated by Tyco Electronics. Tyco Electronics shall invoice Installer at the then-current prices for any Tooling, or parts thereof, that are missing, damaged, or excessively worn.

(l) Installer agrees that Tyco Electronics has the right and authority to file with the appropriate governmental authorities a UCC financing statement or similar document evidencing Tyco Electronics’ ownership of the Tooling. Installer agrees to sign, at Tyco Electronics’ request, any such statement or document.

Tyco Electronics Corporation
Customer Service Department
P.O. Box 3608
Harrisburg, PA 17105-3608
Attention: COPALUM Product Manager

16.1 Separability. In the event any one or more of the provisions, or portions thereof, contained or referenced in this Agreement shall for any reason be invalid, illegal or unenforceable, such circumstance shall not affect any other provision hereof and this Agreement shall continue in full force and effect and be construed as if such provision, to the extent that it is invalid, illegal or unenforceable, had never been contained herein.

16.2 Waiver. The failure of either party to enforce the provisions hereof or to exercise the rights granted hereunder, or the agreement of the parties to waive enforcement thereof, at any time or for any period of time, shall not constitute or be construed to be a waiver of any other failure or breach of such provision or right, or any other provision or right of this Agreement, or of the right of such party thereafter to enforce each and every such provision or right, nor shall such failure or agreement be deemed to be an amendment to this Agreement.

16.3 Conflicting Terms. The parties agree that the terms and conditions of the Agreement shall prevail, notwithstanding contrary or additional terms in any purchase order or any other document issued by Installer effecting the purchase and/or sale of AMP products. Except as expressly herein provided otherwise, these Terms and Conditions shall prevail over any inconsistent provision in the attached Letter Agreement.

16.4 Section Headings. The Section Headings are merely for convenience of reference and shall have no bearing on the interpretation of this Agreement.

16.5 Entire Agreement. These Terms and Conditions together with the attached Letter Agreement and any order acknowledgments issued by Tyco Electronics constitute the entire agreement between the parties and supersede all prior agreements between the parties and their predecessors, relating to the sale or distribution of AMP products, whether written or oral. Except as expressly provided herein, no future agreements or understandings in any way modifying or supplementing this Agreement shall be binding on either party unless confirmed in writing and signed by a duly authorized officer of both parties.