Chemist Services Agreement

CHEMIST SERVICES AGREEMENT

This Chemist Services Agreement ("Agreement") is entered into as of Effective Date: by and between Client Name: , a Individual Corporation LLC with principal place of business at , and Chemist Name: , a Individual Corporation LLC with principal place of business at (each a "Party" and together the "Parties").

RECITALS

WHEREAS, Client requires analytical, formulation, testing and related laboratory services in connection with Client's products, processes and research; and

WHEREAS, Chemist represents that Chemist has the expertise, laboratory facilities and personnel necessary to perform the services described in this Agreement in accordance with applicable standards of the chemical sciences; and

WHEREAS, the Parties desire to set forth the terms and conditions under which Chemist will provide such services to Client.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows:

1. DEFINITIONS

1.1 "Services" means the laboratory, analytical, formulation, testing, advisory and reporting activities described in Section 2 and in the Services Description. 1.2 "Deliverables" means reports, data, analyses, samples, protocols and other tangible or electronic items delivered to Client by Chemist in connection with the Services. 1.3 "Work Product" means all Deliverables and all inventions, discoveries, developments, improvements, data, know-how, formulas, compound libraries, process designs and similar results conceived, reduced to practice or prepared by Chemist (alone or jointly with others) in the course of performing the Services. 1.4 "Confidential Information" means non-public information disclosed by one Party to the other that is designated confidential or that a reasonable person would consider confidential based on its nature and the circumstances of disclosure.

2. SCOPE OF SERVICES

2.1 Services. Chemist shall perform the Services described in the Services Description. Chemist shall perform the Services using commercially reasonable efforts and in accordance with applicable industry standards, protocols and, where applicable, good laboratory practices (GLP).

2.2 Change Orders. Any material change to the scope, schedule or cost of Services shall be documented in a written change order signed by both Parties specifying the amended services, additional fees and any schedule adjustments.

3. COMPENSATION AND PAYMENT

3.1 Fees. Client shall pay Chemist fees in accordance with the Fee Schedule. Unless otherwise agreed in writing, Chemist's fees shall be invoiced as set forth in the Fee Schedule and are due within Payment Days: days of invoice receipt.

3.2 Expenses. Client shall reimburse Chemist for reasonable, pre‑approved out‑of‑pocket expenses incurred in performing the Services upon submission of substantiating documentation. Preapproval shall be required for any single expense in excess of Preapproval Threshold: .

3.3 Late Payment; Taxes. Overdue amounts shall accrue interest at Late Payment Rate: or the maximum rate permitted by law, whichever is lower. Each Party shall be responsible for its own taxes, except Client shall pay any sales, use or similar taxes applicable to Chemist's fees.

4. INTELLECTUAL PROPERTY

4.1 Ownership of Work Product. Unless otherwise agreed in writing, all right, title and interest in and to Work Product shall be assigned to Client upon full payment of amounts due to Chemist for the Services that produced such Work Product. Chemist hereby assigns, and agrees to cause its personnel and subcontractors to assign, all rights in Work Product to Client.

4.2 Background Technology. Notwithstanding Section 4.1, Chemist shall retain ownership of its pre‑existing intellectual property and know‑how ("Background Technology"). Chemist grants Client a nonexclusive, worldwide, royalty‑free, perpetual license to use any Background Technology to the extent embedded in the Work Product and necessary for Client's beneficial use of the Work Product.

5. CONFIDENTIALITY

5.1 Confidentiality Obligations. Each Party shall (a) hold Confidential Information of the other Party in strict confidence, (b) use such Confidential Information solely to perform its obligations or exercise its rights under this Agreement, and (c) not disclose such Confidential Information to any third party except to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein.

5.2 Exceptions; Duration. Confidential Information shall not include information that is or becomes publicly known through no breach, was known prior to disclosure, is rightfully received from a third party without restriction, or is independently developed. The obligations under this Section 5 shall survive for Confidentiality Period (years): years following termination or expiration of this Agreement.

6. WARRANTIES; DISCLAIMER; LIMITATION OF LIABILITY

6.1 Limited Warranty. Chemist warrants that the Services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards. Chemist's sole obligation for any breach of this warranty shall be to reperform the nonconforming Services or, if Chemist cannot substantially correct the nonconformity within a reasonable time, refund the fees paid for such Services.

6.2 Disclaimer. EXCEPT FOR THE WARRANTY SET FORTH IN SECTION 6.1, CHEMIST DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

6.3 Limitation of Liability. EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR A PARTY'S BREACH OF CONFIDENTIALITY OR INFRINGEMENT/MISAPPROPRIATION OF INTELLECTUAL PROPERTY, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES. THE AGGREGATE LIABILITY OF EACH PARTY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO CHEMIST UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

7. INDEMNIFICATION

7.1 By Chemist. Chemist shall indemnify, defend and hold harmless Client from and against any third‑party claims, liabilities, losses or expenses (including reasonable attorneys' fees) arising out of Chemist's negligence, willful misconduct or breach of this Agreement.

7.2 By Client. Client shall indemnify, defend and hold harmless Chemist from and against any third‑party claims, liabilities, losses or expenses (including reasonable attorneys' fees) arising from Client's use of the Deliverables outside the scope contemplated by this Agreement, Client's breach of this Agreement, or Client's failure to comply with applicable laws in its use of the Deliverables.

8. INSURANCE

8.1 Coverage. During the Term, Chemist shall maintain commercial general liability insurance and professional liability / errors and omissions insurance in amounts not less than General Liability Minimum: and Professional Liability Minimum: respectively. Upon request, Chemist shall provide certificates evidencing such insurance.

9. TERM; TERMINATION

9.1 Term. This Agreement shall commence on the Effective Date and shall continue until completion of the Services unless earlier terminated in accordance with this Section 9 (the "Term").

9.2 Termination for Convenience. Either Party may terminate this Agreement for convenience upon written notice to the other Party given at least Termination Notice Days: days prior to the effective date of termination. Upon termination, Client shall pay Chemist for Services performed and expenses incurred through the effective date of termination.

9.3 Termination for Cause. Either Party may terminate this Agreement for material breach by the other Party if such breach remains uncured thirty (30) days after written notice specifying the breach.

10. EQUIPMENT, SAMPLES AND MATERIALS

10.1 Client Materials. Client shall provide to Chemist all samples, materials and necessary information identified in the Services Description. Title to Client's samples and materials shall remain with Client. Chemist shall store, handle and, where required, dispose of Client materials in accordance with applicable laws and the Parties' written instructions; Client shall reimburse Chemist for disposal costs if not set forth in the Fee Schedule.

10.2 Laboratory Equipment. Chemist shall provide and maintain laboratory equipment necessary to perform the Services. Chemist shall be responsible for calibration, maintenance and proper operation of such equipment unless otherwise agreed in writing.

11. COMPLIANCE WITH LAWS; SAFETY

11.1 Compliance. Each Party shall comply with all applicable laws, regulations and permits applicable to its performance under this Agreement, including laws governing the handling, transport and disposal of hazardous materials.

11.2 Safety Data. Chemist shall provide material safety data sheets (MSDS/SDS) and other hazard communications to Client for any hazardous substances produced in the course of the Services and shall follow all reasonable safety instructions supplied by Client regarding Client premises, if Services are performed at Client facilities.

12. RECORDS; AUDIT

12.1 Records. Chemist shall maintain complete and accurate records of the Services and Deliverables for Record Retention Years: years following completion of the Services.

12.2 Audit. Upon reasonable prior written notice, Client may, during normal business hours and not more than once annually, inspect and copy records directly related to the Services to verify compliance with this Agreement. Such inspections shall be conducted in a manner that does not unreasonably interfere with Chemist's operations.

13. SUBCONTRACTING

Chemist may subcontract portions of the Services to qualified subcontractors provided that Chemist remains fully responsible for the performance of the Services and for compliance with the terms of this Agreement. Chemist shall obtain Client's prior written consent before engaging any subcontractor that will have access to Confidential Information or Client materials.

14. NOTICES

Notices under this Agreement shall be in writing and shall be delivered by hand, overnight courier, certified mail (return receipt requested) or email with confirmation of receipt to the addresses provided above or such other address as a Party may designate by notice in accordance with this Section.

15. MISCELLANEOUS PROVISIONS

15.1 Amendment. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties.

15.2 Waiver. No failure or delay by either Party in exercising any right shall operate as a waiver of that right. A waiver must be in writing to be effective.

15.3 Assignment. Neither Party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other Party, except that Client may assign this Agreement to an affiliate or in connection with a sale of substantially all of Client's assets or equity.

15.4 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and the Parties shall negotiate in good faith to replace the invalid provision with a valid provision that effects the Parties' original intent.

15.5 Governing Law; Venue. This Agreement shall be governed by and construed in accordance with the laws of the state identified above without regard to conflict of law principles. The Parties agree that the state and federal courts located in that state shall have exclusive jurisdiction over any disputes arising out of or relating to this Agreement.

15.6 Entire Agreement. This Agreement, including all schedules and attachments expressly incorporated herein, contains the entire agreement of the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written.

15.7 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures transmitted by electronic means shall be binding.

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