Sales and Service Agreement Between ENER-CORE Power, Inc. and The Regents of the University of California University of California, Irvine

Sales and Service Agreement

Between

ENER-CORE Power, Inc.

and

The Regents of the University of California

University of California, Irvine

This Agreement for to provide the installation and demonstration of equipment is by and between The Regents of the University of California, a California constitutional corporation, on behalf of the University of California, Irvine campus Advanced Power & Energy Program (hereinafter “University”) and Ener-Core Power, Inc., a Delaware corporation (hereinafter “Buyer”).

University shall provide University shall provide certain goods and services as described in Exhibit A (which is incorporated herein by this reference) to provide for the installation and demonstration of Buyer’s equipment at the University, including preliminary site preparation, engineering support, fuel supply, electrical interconnection, control wiring, site access, environmental compliance and approvals with appropriate local jurisdictions.

Should there be any conflict between the terms of this Agreement and any Exhibits, the terms of this Agreement shall control.

All work is being performed by the University on a best efforts basis, and the University makes no warranty regarding the outcome of the work specified herein.

III. COMPENSATION AND REIMBURSEMENT OF EXPENSES

The total amount of this Agreement is $ 83,293 plus $4,832 per emission test requested for items specified in Exhibit A. The number of emission tests during the 8 month period that services are provided under Exhibit A shall not exceed 5.

B. Payments shall be made to the University based on the following schedule:

University shall invoice Buyer on a monthly basis for goods and services listed in the Exhibit(s). Payments shall be made by Buyer within 30 days of receipt of invoice or request for payment.

C. Payment checks shall reference this Agreement and be issued to the Regents of the University of California and mailed to:

Advanced Power & Energy Program

University of California, Irvine

Irvine, California ###-###-####

IV. TERMS AND CONDITIONS

Neither termination of this Agreement nor completion of the acts to be performed under this Agreement shall release any party from its obligation to indemnify as to any claims or cause of action asserted so long as the event(s) upon which such claim or cause of action is predicated shall have occurred prior to the effective date of termination or completion.

Broad Form Commercial General Liability Insurance (Contractual Liability Included):

The products and services under this agreement are provided without warranty of merchantability or fitness for a particular purpose or any other warranty, expressed or implied. In no event IS the Regents of the University of California liable for any incidental, special, or consequential damages resulting from the use of the products and services contracted for herein.

Buyer affirms that there exists no actual or potential conflict of interest between the parties, including the financial interests of their officers, agents, or employees. Any question regarding a possible conflict of interest will be raised with the University.

The Buyer recognizes that as a federal and state government contractor or subcontractor, the University of California is obligated to comply with certain laws and regulations of the federal and state government regarding equal opportunity and affirmative action. When applicable, the Buyer agrees that, as a government subcontractor, the following are incorporated herein as though set forth in full: the non-discrimination and affirmative action clauses contained in Executive Order 11246, as amended by Executive Order 11375, relative to equal employment opportunity for all persons without regard to race, color, religion, sex or national origin, and the implementing rules and regulations contained in Title 41, part 60 of the Code of Federal Regulations, as amended; the non-discrimination and affirmative action clause contained in the Rehabilitation Act of 1973, as amended, as well as the Americans With Disabilities Act relative to the employment and advancement in employment of qualified individuals with disabilities, and the implementing rules and regulations in Title 41, part 60-741 and 742 of the Code of Federal Regulations; the non-discrimination and affirmative action clause of the Vietnam Era Veterans Readjustment Assistance Act of 1974, as amended, relative to the employment and advancement in employment of qualified special disabled veterans, veterans of the Vietnam era, recently separated veterans, and other protected veterans without discrimination, and the implementing rules and regulations in Title 41, part 60-250 of the Code of Federal Regulations; and the non-discrimination clause required by California Government Code Section 12900 relative to equal employment opportunity for all persons without regard to race, religion, color, national origin, ancestry, physical or mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, or sexual orientation, and the implementing rules and regulations of Title 2, Division 4, Chapter 5 of the California Code of Regulations. The Buyer further agrees that when applicable it shall provide the certification of non-segregated facilities required by Title 41, part 60-1.8(b) of the Code of Federal Regulations. Furthermore Buyer understands that University policy requires that University and its contractors may not discriminate on the basis of pregnancy, citizenship, or service in the uniformed services.

University and Buyer shall cooperate in the event of any legal action or claim made by a third party that may result from activities relating to the performance of this Agreement.

The obligations of the parties pursuant to this Agreement shall not be assigned without the prior written consent of the parties.

It is agreed that Buyer shall disclose only information necessary to the work and, if any such information is considered confidential, it shall be clearly marked "Confidential Information" and sent by Buyer in writing only to the University (as specified in article IV, paragraph K.) or orally disclosed to the University and reduced to writing by Buyer within thirty days of disclosure. University shall inform its employees that for a period of one year from the end of the Agreement, Confidential Information shall not be used or disclosed to others except in furtherance of this Agreement unless Confidential Information: (i) is or shall have been known to the University before his receipt thereof; (ii) is disclosed to the University by a third party; (iii) is or shall have become known to the public through no fault of the University; or (iv) is required by law to be disclosed.

Whenever any notice is to be given hereunder, it shall be in writing and shall be deemed received, if delivered by courier on a business day, on the day delivered, or on the second business day following mailing, if sent by first-class certified or registered mail, postage prepaid, to the following addresses:

If any term, condition, or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions will nevertheless continue in full force and effect, and shall not be affected, impaired, or invalidated in any way.

The Parties agree that they will not use the name, logo, or seal, of the other Party or its employees in any advertisement, press release or publicity with reference to this Agreement or any product or service resulting from this Agreement, without prior written approval of the other Party.

Waiver or non-enforcement by either party of a term or condition shall not constitute a waiver or a non-enforcement of any other term or condition or of any subsequent breach of the same or similar term or condition.

Nothing in this Agreement is intended to make any person or entity who is not signatory to the agreement a third-party beneficiary of any right created by this Agreement or by operation of law.

Any dispute arising regarding the interpretation or implementation of this Agreement, including any claims for breach of this Agreement, shall be resolved by submitting the claim for arbitration to JAMS in accordance with its rules and procedures applicable to commercial disputes. The location of any arbitration proceedings shall be Orange County, California, and any enforcement of the arbitrator's decision shall be brought in a court of competent jurisdiction in Orange County, California.

In any action brought by a party to enforce the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees and costs. The prevailing party shall be entitled to the reasonable value of any services provided to it by in-house counsel. The reasonable value of services provided by in-house counsel shall be calculated by applying an hourly rate commensurate with prevailing market rates charged by attorneys in private practice for such services.

Any amendments to this Agreement must be made, in writing, and approved by the authorized representatives of the Buyer and the University.

This Agreement shall be construed in accordance with the laws of the State of California without regard to its conflicts of laws rules.

ACKNOWLEDGED AND ACCEPTED BY:

The Regents of the University of California

Buyer: Ener-Core Power, Inc.

Revised 4/19/2013