The Water Research Foundation 8/10/2021

DocuSign Envelope ID:4BAC2565-FD27-44B8-9B6F-72145A96F3B3 2. WRF will provide Utility with one copy of the Final Report in PDF form. Utility shall not make further copies,publish,distribute,or disclose the Final Report or any portion of the Final Report without the prior written approval of WRF,except that the Utility may disclose the Final Report as may be required by the Washington Public Records Act or other applicable law. Except as may be required by the Washington Public Records Act or other applicable law,the Final Report may not be copied,published,adapted,posted on an intranet or website,or disclosed in any manner by Utility or any agent or affiliate of Utility,except with WRF's prior written approval . B. Publication.As the owner of Final Report,all rights to publish, distribute,publicly perform,and publicly present the Final Report belong solely to WRF. Utility may publish or present based on the Final Report only,in whole or in part,and only with the prior written permission of WRF,which may be withheld or conditioned at WRF's sole discretion. Any such request for permission from WRF must be made to WRF at least three (3)weeks prior to the requesting party's proposed date of publication or presentation based on any portion of the Final Report,and the request must be accompanied by copies of the proposed publication or presentation material. All copies of or presentations based on the Final Report authorized WRF shall conspicuously display all copyright notices required by WRF. IV. TERM AND TERMINATION A. Term. This TRFA commences on the Effective Date,and shall continue for the duration of the Project,ending on WRF's delivery to Utility of a copy of the Final Report. This TRFA may be terminated earlier for the following reasons: 1. WRF may terminate this TRFA by written notice to Utility at any time in the event of a breach of this TRFA or any requirements of or timelines in the Project by Utility,which breach remains uncured for thirty (30) days following Utility's receipt of the notice of breach. 2. WRF may terminate this TRFA effective immediately by written notice to Utility parties in the event WRF reasonably determines that the Project is no longer feasible nor its performance desired, or that Researcher is not likely to complete the requirements of the Project on time or on budget,or upon any termination of WRF's funding agreement with the Researcher. 3. Utility may terminate this TRFA by a ninety (90) day prior written notice to WRF if WRF materially breaches this TRFA and fails to cure that breach within ninety (90) days of its receipt of the notice of breach. V. DISPUTE RESOLUTION In the event of a dispute arising between WRF and Utility under this TRFA,such dispute shall be resolved by binding arbitration conducted in accordance with the then effective rules of expedited commercial arbitration of the American Arbitration Association ("AAA") in Denver,Colorado U.S.A. There shall be one Arbitrator selected in accordance with such rules. The Arbitrator shall have subpoena powers.Any final binding determination issued by the Arbitrator shall be in writing within thirty (30) days of the final mediation session. Such written decision may be enforced in any court having proper jurisdiction. Notwithstanding the foregoing, (A) WRF shall be entitled to seek redress in court without the need to arbitrate in order to seek injunctive relief to enforce its IP rights and (B) exclusive venue for any 5135 Everett(8-3-2021) 2 Technology Research Funding Agreement