Engineering Lab Document

ENGINEERING LAB SERVICES AGREEMENT

This Engineering Lab Services Agreement (Agreement) is entered into as of by and between the parties identified below.

Parties

Recitals

WHEREAS, the Client requires specialized engineering testing, analysis, and laboratory services related to engineering samples, prototypes, and components; and

WHEREAS, the Laboratory possesses the personnel, facilities, instruments, and technical expertise necessary to perform such services in accordance with accepted industry practices and applicable regulatory and safety requirements; and

WHEREAS, the parties desire to set forth the terms and conditions under which the Laboratory will perform the services and the Client will compensate the Laboratory.

Scope of Work

The Laboratory shall perform the engineering laboratory services described below in accordance with the standards, specifications, and acceptance criteria set forth in this Agreement and any applicable attachments or statements of work.

Payment Terms

Client shall pay the Laboratory for services performed in accordance with the following terms.

Invoices shall be rendered in accordance with the payment schedule. Unless otherwise agreed in writing, all amounts are due within days of invoice receipt.

Late payments shall accrue interest at the rate of on the unpaid balance, or the maximum rate permitted by law, whichever is lower.

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 upon written notice to the other party if the other party materially breaches any obligation hereunder and fails to cure such breach within days after receipt of written notice. In addition, Client may terminate for convenience upon days' prior written notice; Client shall pay Laboratory for all work performed and expenses incurred through the effective date of termination plus any reasonable wind-down costs.

Confidentiality

For purposes of this Agreement, "Confidential Information" means non-public technical, business, financial, or other information disclosed by one party ("Discloser") to the other ("Recipient") in connection with the performance of services, including but not limited to test results, sample compositions, designs, specifications, reports, and proprietary methods.

Recipient shall: (a) hold Confidential Information in confidence using at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, contractors or consultants with a need to know and who are bound by confidentiality obligations no less restrictive than those contained herein.

Confidentiality obligations shall not apply to information that (i) is or becomes publicly known through no fault of Recipient; (ii) is rightfully received from a third party without breach of any obligation of confidentiality; (iii) is independently developed by Recipient without use of Discloser's Confidential Information; or (iv) is required to be disclosed by law or order of a court or regulatory authority, provided Recipient gives Discloser prompt written notice to permit Discloser to seek protective relief.

The obligations in this section shall survive termination or expiration of this Agreement for years.

Intellectual Property; Data Rights

Unless otherwise agreed in writing, Laboratory retains ownership of laboratory methods, procedures, and instrumentation know-how. Client shall retain ownership of any samples and pre-existing intellectual property provided to Laboratory. Intellectual property conceived or developed solely by Laboratory in the performance of the services shall be the property of Laboratory, except that Client shall have a non-exclusive, non-transferable license to use test reports and data delivered hereunder for Client's internal design, regulatory submission, and commercial purposes.

Safety, Compliance and Handling of Samples

Client represents that it has provided accurate information regarding the composition and hazards of samples submitted for testing. Laboratory shall comply with applicable laws and regulations and shall exercise commercially reasonable measures to handle, store, and dispose of samples safely. Client shall identify any hazardous materials and provide Material Safety Data Sheets where required.

Hazardous materials will be handled only if Client checks below and expressly authorizes handling; Laboratory may charge additional fees for specialized handling or disposal.

Liability; Indemnity

Each party shall indemnify and hold harmless the other party from third-party claims arising out of the indemnifying party's breach of this Agreement, negligence, or willful misconduct. Except for liability arising from gross negligence or willful misconduct, Laboratory's aggregate liability for direct damages shall be limited to the total fees paid by Client to Laboratory under this Agreement for the services giving rise to the claim.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to its conflicts of law principles.

Entire Agreement

This Agreement, together with any attached statements of work or schedules, 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 written or oral. No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties.

Execution

Each person signing below represents and warrants that they are duly authorized to execute this Agreement on behalf of the party for whom they sign.

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