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3. Price & Payment Terms New Brighton agrees to pay to Johnson Controls $19,950 within 60 days after the delivery of the list of FIMs, the pro-forma financial analysis and associated report described under paragraph 1 of this Agreement. However, New Brighton will have no obligation to pay this amount if: 1. Johnson Controls and New Brighton enter in the "Implementation Contract" within 60 days after the delivery to the Customer of the documentation described under paragraph 1 of this Agreement. Costs for the study will be transferred to the total cost of the Implementation Contract and subject to the payment terms outlined in the Contract. 2. The project benefits do not offset the cost of the project with a payback period of 20 years or less. Project benefits shall include, but not be limited to utility cost avoidance, negotiated utility rate reductions, operating and maintenance cost avoidance, capital cost avoidance and utility revenue increases. 4. Indemnity Johnson Controls and New Brighton agree that Johnson Controls shall be responsible only for such injury, loss, or damage caused by the intentional misconduct or the negligent act or omission of Johnson Controls. To the extent permitted by law, Johnson Controls and New Brighton agree to indemnify and to hold each other, including their officers, agents, directors, and employees, harmless from all claims, demands, or suits of any kind, including all legal costs and attorney's fees, resulting from the intentional misconduct of their employees or any negligent act or omission by their employees or agents. Neither Johnson Controls nor New Brighton will be responsible to the other for any special, indirect, or consequential damages. 5. Disputes If a dispute arises under this Agreement, the parties shall promptly attempt in good faith to resolve the dispute by negotiation. All disputes not resolved by negotiation shall be resolved in accordance with the Commercial Rules of the American Arbitration Association in effect at the time, except as modified herein. All disputes shall be decided by a single arbitrator. A decision shall be rendered by the arbitrator no later than nine months after the demand for arbitration is filed, and the arbitrator shall state in writing the factual and legal basis for the award. No discovery shall be permitted. The arbitrator shall issue a scheduling order that shall not be modified except by the mutual agreement of the parties. Judgment may be entered upon the award in the highest State or Federal court having jurisdiction over the matter. The prevailing party shall recover all costs, including attorney's fees, incurred as a result of this dispute. 6. Confidentiality This agreement creates a confidential relationship between Johnson Controls and New Brighton. Both parties acknowledge that while performing this Agreement, each will have access to confidential information, including but not limited to systems, services or planned services, suppliers, data, financial information, computer software, processes, methods, knowledge, ideas, marketing promotions, current or planned activities, research, development, and other information relating to the other party ("Proprietary Information"). Except as authorized in writing, both parties agree to keep all Proprietary Information confidential. Johnson Controls may only make copies of Proprietary Information necessary This document contains trade secrets and proprietary information of Johnson Controls,Inc. Disclosure of this publication is absolutely Page 2 of 3 prohibited without the express written permission of Johnson Controls,Inc. ©2013 Johnson Controls,Inc. All rights reserved.