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b) Equipment Lender represents that the Equipment is commercially available for sale in and that such
Equipment has been produced or furnished in full and complete compliance, with all applicable
federal, state and local laws, rules, ordinances and regulations.
5. Indemnification
a) The Equipment Lender shall defend, indemnify and hold harmless the University, its officers,
employees, trustees, agents and representatives from and against any and all demands, claims,
damages, liabilities, expenses, losses of every nature and kind, including, but not limited to, attorney's
fees and costs, sustained or alleged to have been sustained in connection with or arising out of: (i) the
breach by Equipment Lender of any of the terms and conditions set forth in this Agreement, (ii)
defective, unsafe or non-conforming Equipment supplied by Equipment Lender, or (iii) any
infringement of any patent, copyright, or trademark relating to the Equipment.
6. General Provisions
a) Choice of Law; Venue. The laws of the Commonwealth of Pennsylvania, without giving
effect to its choice of law provisions, shall govern all matters arising out of or relating to this
Agreement, including, without limitation, its interpretation, construction, performance and
enforcement. Any legal suit, action or proceeding arising out of or relating to this Agreement
shall be brought in the Court of Common Pleas of Allegheny County or in the United States
District Court for the Western District of Pennsylvania. Each of the parties waives, to the
fullest extent permitted by law, any objection which it may now or later have to the exclusive
jurisdiction of or the laying of venue in the Court of Common Pleas of Allegheny County or
the United States District Court for the Western District of Pennsylvania, including any
objections based upon inconvenient forum. The parties agree that a final judgment in any
such suit, action or proceeding may be enforced in other jurisdictions as provided by law.
a) Export Control: The Equipment Lender shall advise the University whether the Equipment could
potentially be export-controlled and the University retains the right to refuse delivery of the
Equipment or to terminate this Agreement to ensure compliance with University export control
policies.
b) Notice: Any notice or communication pursuant to this Agreement is sufficiently made or given if
sent by certified or registered mail, postage prepaid, or by overnight carrier, with proof of delivery by
receipt, addressed to the address below or as either party shall designate by written notice to the other
party.
In the case of University: ___________________________
___________________________
___________________________
___________________________
In the case of
Equipment Lender: ___________________________
___________________________
___________________________
___________________________