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induced corrosion (“MIC”)); cartridges greater than 16 grams; gas
<br />valve installation; or any other cause external to the Covered
<br />System(s) and Company shall not be required to provide Service
<br />while interruption of service due to such causes shall continue. This
<br />Agreement does not cover and speciflcally excludes system
<br />upgrades and the replacement of obsolete systems, equipment,
<br />components or parts. All such services may be provided by
<br />Company at Company’s sole discretion at an additional charge. If
<br />Emergency Services are expressly included in the Service Solution,
<br />the Agreement price does not include travel expenses.
<br />26. Delays. Company shall have no responsibility or liability to
<br />Customer or any other person for delays in the installation or
<br />repair of the System or the performance of our Services regardless
<br />of the reason, or for any resulting consequences.
<br />27. Termination. Company may terminate this Agreement
<br />immediately at its sole discretion upon the occurrence of any Event
<br />of Default as hereinafter deflned. If Company’s performance of its
<br />obligations becomes impracticable due to obsolescence or
<br />unavailability of systems, equipment, or products (including
<br />component parts and/or materials) or because the Company or its
<br />supplier(s) has discontinued the manufacture or the sale of the
<br />equipment and/or products or is no longer in the business of
<br />providing the Services, Company may terminate this Agreement, or
<br />the affected portions, at its sole discretion upon notice to Customer.
<br />Company may terminate this Agreement, or the affected portions,
<br />at its sole discretion upon notice to the Customer if Company’s
<br />performance of its obligations are prohibited because of changes
<br />in applicable laws, regulations or codes.
<br />28. No Option to Solicit. Customer shall not, directly or indirectly,
<br />on its own behalf or on behalf of any other person, business,
<br />corporation or entity, solicit or employ any Company employee, or
<br />induce any Company employee to leave his or her employment
<br />with Company, for a period of two years after the termination of
<br />this Agreement.
<br />29. Default. An Event of Default shall include (a) any full or partial
<br />termination of this Agreement by Customer before the expiration
<br />of the then-current Term, (b) failure of Customer to pay any
<br />amount when due and payable, (c) abuse of the System or the
<br />Equipment, (d) failure by Customer to observe, keep or perform
<br />any term of this Agreement; (e) dissolution, termination,
<br />discontinuance, insolvency or business failure of Customer. Upon
<br />the occurrence of an Event of Default, Company may pursue one or
<br />more of the following remedies, (i) discontinue furnishing Services,
<br />(ii) by written notice to Customer declare the balance of unpaid
<br />amounts due and to become due under this Agreement to be
<br />immediately due and payable, (iii) receive immediate possession of
<br />any equipment for which Customer has not paid, (iv) proceed at
<br />law or equity to enforce performance by Customer or recover
<br />damages for breach of this Agreement, and (v) recover all costs and
<br />expenses, including without limitation reasonable attorneys’ fees,
<br />in connection with enforcing or attempting to enforce this
<br />Agreement.
<br />30. One-Year Limitation on Actions; Forum Choice of Law.
<br />Company shall have the sole and exclusive right to determine
<br />whether any dispute, controversy or claim arising out of or relating
<br />to the Agreement, or the breach thereof, shall be submitted to a
<br />court of law or arbitrated. For Customers located in the United
<br />States, the laws of Delaware shall govern the validity,
<br />enforceability, and interpretation of this Agreement, without
<br />regard to confiicts of law principles thereof, and the exclusive
<br />venue for any such litigation or arbitration shall be in Milwaukee,
<br />Wisconsin. For customers located in Canada, this agreement shall
<br />be governed by and be construed in accordance with the laws of
<br />Ontario, without regard to confiicts of law principles thereof, and
<br />the exclusive venue for any such litigation or arbitration shall be in
<br />Ontario, Canada. The parties waive any objection to the exclusive
<br />jurisdiction of the specifled forums, including any objection based
<br />on forum non conveniens. In the event the matter is submitted to a
<br />court, Company and Customer hereby agree to waive their right to
<br />trial by jury. In the event the matter is submitted to arbitration by
<br />Company, the costs of arbitration shall be borne equally by the
<br />parties, and the arbitrator’s award may be conflrmed and reduced
<br />to judgment in any court of competent jurisdiction. Except as
<br />provided below, no claim or cause of action, whether known or
<br />unknown, shall be brought by either party against the other more
<br />than one year after the claim flrst arose. Claims not subject to the
<br />one-year limitation include claims for unpaid: (1) contract amounts,
<br />(2) change order amounts (approved or requested) and (3) delays
<br />and/or work ineiffciencies. Customer will pay all of Company's
<br />reasonable collection costs (including legal fees and expenses).
<br />31. Assignment. This Agreement is not assignable by the
<br />Customer except upon written consent of Company flrst being
<br />obtained. Company shall have the right to assign this Agreement,
<br />in whole or in part, or to subcontract any of its obligations under
<br />this Agreement without notice to Customer.
<br />32. Entire Agreement. The parties intend this Agreement,
<br />together with any attachments or Riders (collectively the
<br />“Agreement) to be the flnal, complete and exclusive expression of
<br />SERVICE SOLUTION
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