Business Services Agreement Chemist SA

BUSINESS SERVICES AGREEMENT — CHEMIST SA

This Business Services Agreement (the Agreement) is entered into effective as of (Effective Date), by and between Client Name: and Service Provider: .

WHEREAS

WHEREAS, the Client desires to engage the Service Provider to perform certain professional scientific and laboratory services related to chemistry, analysis, and development; and

WHEREAS, the Service Provider represents that it has the necessary expertise, facilities, personnel, and licenses to provide the services described herein; and

WHEREAS, the parties desire to set forth the terms and conditions by which the Service Provider will perform such services and the Client will compensate the Service Provider.

1. SCOPE OF WORK

The Service Provider shall perform the services described below (Services). The Services, deliverables, specifications, and acceptance criteria shall be as set forth in the description below.

2. PAYMENT TERMS

As full compensation for the Services, the Client shall pay the Service Provider the amounts and according to the schedule set forth below. All amounts are stated in U.S. Dollars unless otherwise agreed in writing.

Overdue amounts shall accrue interest at (or the maximum rate permitted by applicable law, if lower). In addition, the Client shall be responsible for reasonable collection costs and attorneys' fees incurred by the Service Provider to collect past due amounts.

3. TERM AND TERMINATION

This Agreement shall commence on and shall continue until , unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for any reason upon written notice provided at least days prior to the effective date of termination. Upon termination for convenience, the Service Provider shall be paid for Services performed and reasonable, non-cancellable obligations incurred through the effective date of termination.

Either party may terminate this Agreement immediately upon written notice if the other party materially breaches any provision of this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

4. CONFIDENTIALITY

"Confidential Information" means all non-public information disclosed by one party (Disclosing Party) to the other (Receiving Party), whether disclosed orally, visually, or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, technical data, trade secrets, formulas, processes, research, development, specifications, prototypes, business and marketing plans, customer lists, and pricing information.

The Receiving Party shall: (a) hold the Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; (b) not disclose Confidential Information to any third party except as permitted under this Agreement; and (c) use Confidential Information solely to perform its obligations under this Agreement. The Receiving Party may disclose Confidential Information to its employees, contractors, and professional advisors on a need-to-know basis provided such persons are bound by confidentiality obligations no less protective than those set forth herein.

Confidential Information shall not include information that: (i) becomes publicly known through no breach of this Agreement by the Receiving Party; (ii) is rightfully received by the Receiving Party from a third party without restriction and without breach of a confidentiality obligation; (iii) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information; or (iv) is required to be disclosed by law or court order, provided the Receiving Party gives prompt written notice to the Disclosing Party and cooperates to seek protective measures.

5. INTELLECTUAL PROPERTY; WORK PRODUCT

Unless otherwise agreed in writing, all deliverables, reports, data, inventions, discoveries, developments, and other work product conceived, created, or delivered by the Service Provider under this Agreement (collectively, Work Product) shall be the sole and exclusive property of the Client upon full payment of all amounts due hereunder. The Service Provider hereby assigns to the Client all right, title and interest in and to such Work Product. The Service Provider shall retain ownership of any of its pre-existing intellectual property and tools, and hereby grants the Client a nonexclusive, nontransferable, royalty-free license to use any such pre-existing materials solely as incorporated into the Work Product.

6. REPRESENTATIONS; INDEMNIFICATION

Each party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder. The Service Provider represents that the Services will be performed in a professional and workmanlike manner consistent with industry standards.

The Service Provider shall indemnify, defend and hold harmless the Client and its officers, directors and employees from and against any third-party claims, liabilities, damages, losses and expenses (including reasonable attorneys' fees) arising out of or resulting from the Service Provider's negligent acts, willful misconduct, breach of this Agreement, or infringement of third-party intellectual property rights.

7. LIMITATION OF LIABILITY

Except for liability arising from a party's gross negligence, willful misconduct, breach of confidentiality, or indemnification obligations, in no event shall either party be liable to the other for consequential, incidental, special, punitive or exemplary damages. The parties' aggregate liability for any claim arising under or related to this Agreement shall not exceed the total amount actually paid by the Client to the Service Provider under this Agreement during the twelve (12) months preceding the event giving rise to the claim, or , whichever is greater.

8. INSURANCE

The Service Provider shall maintain, at its own expense, insurance coverage customary for similarly situated service providers, including general liability and professional liability insurance. Upon request, the Service Provider shall provide certificates of insurance evidencing such coverage.

9. NOTICES

All notices, demands or other communications required or permitted under this Agreement shall be in writing and shall be delivered to the addresses set forth below (or to such other address as a party may specify in writing in accordance with this Section) by hand, nationally recognized overnight courier, or certified mail (return receipt requested).

10. GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of , without regard to conflict of law principles. The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation and, if necessary, non-binding mediation prior to commencing any litigation.

11. ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any appendices and statements of work executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. This Agreement may be amended only by a written instrument signed by authorized representatives of both parties.

12. MISCELLANEOUS

Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that the Service Provider may assign this Agreement in connection with a merger, sale of substantially all of its assets, or corporate reorganization. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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