IMA Testing Agreement

IMA TESTING AGREEMENT

This IMA Testing Agreement (the "Agreement") is entered into as of Effective Date: by and between Client Name: , with principal address: , and Testing Provider Name: , with principal address: .

Client Contact Person: , Email: . Provider Contact Person: , Email: .

RECITALS

WHEREAS, Client requires testing and analysis of certain materials, products or samples submitted by Client for purposes of independent measurement, conformity assessment, or performance verification (the "Testing Services"); and

WHEREAS, Provider represents that it possesses the personnel, facilities, equipment and technical expertise necessary to perform the Testing Services in accordance with the terms of this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the performance of the Testing Services and the handling of any related Confidential Information and Test Data.

NOW THEREFORE

In consideration of the mutual covenants and promises set forth herein, and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement: (a) "Samples" means the physical items, materials, components or specimens delivered by Client to Provider for testing; (b) "Reports" means the written test results, data, analyses and opinions prepared by Provider in connection with the Testing Services; and (c) "Confidential Information" means proprietary or non-public information disclosed by one party to the other in connection with this Agreement, excluding information that is publicly available through no breach of this Agreement.

2. SCOPE OF TESTING SERVICES

Provider shall perform the Testing Services substantially in accordance with the scope described below and any appended protocols agreed in writing by the parties. Testing Services description:

Estimated completion or target delivery date: . Any change to scope that materially alters project schedule or fees will require a written change order signed by both parties.

3. TESTING PROTOCOLS AND STANDARDS

Provider shall conduct Testing Services using generally accepted laboratory practices, documented test methods, and applicable standards identified in the protocol. Provider will maintain records sufficient to substantiate the test results and will make such records available to Client for inspection upon reasonable request and subject to confidentiality restrictions herein.

4. SAMPLES, HANDLING AND CHAIN OF CUSTODY

Client shall deliver Samples to Provider at Client's expense unless otherwise agreed. Client shall provide sample identification, date of collection, storage conditions and any known hazards. Provider will log receipt and maintain chain of custody records. Description of Samples and quantity:

If Samples are perishable or require special handling, Client must notify Provider in writing in advance. Provider may at its discretion dispose of Samples after completion of testing in accordance with Provider's policies unless Client requests return or additional storage and agrees to any associated fees.

5. FEES, PAYMENT AND EXPENSES

Client shall pay Provider the fees set forth below for the Testing Services. Base fee: $. Additional fees for expedited testing, specialized analyses, travel, third-party subcontractors or storage will be billed separately.

Payment terms: Payment is due within days of invoice unless otherwise agreed. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

6. REPORTS AND DELIVERABLES

Provider shall prepare and deliver Reports that summarize the test methodology, results, and any observations reasonably necessary to interpret results. Reports represent Provider's professional findings and, unless expressly stated, are not intended as guarantees of suitability for any particular purpose.

Delivery format: . Delivery method and recipient: .

7. CONFIDENTIALITY

Each party shall maintain the other party's Confidential Information in confidence and shall not disclose such information to third parties except to employees, agents or subcontractors with a need to know who are bound by confidentiality obligations no less protective than those in this Agreement. Confidential Information does not include information that: (i) is or becomes public through no fault of the receiving party; (ii) was known by the receiving party prior to disclosure; or (iii) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

8. INTELLECTUAL PROPERTY AND DATA OWNERSHIP

Client retains ownership of Samples and any underlying proprietary rights in the materials submitted. Provider retains ownership of any proprietary test methods, instrumentation, analytical techniques and raw laboratory data generated by Provider, but grants Client a non-exclusive, non-transferable license to use the Reports solely for Client's internal business purposes. If different ownership or license terms are required, specify here:

9. WARRANTIES AND DISCLAIMER

Provider warrants that it will perform Testing Services in a professional and workmanlike manner consistent with industry standards. EXCEPT AS PROVIDED ABOVE, PROVIDER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. CLIENT ACKNOWLEDGES THAT TEST RESULTS MAY VARY AND THAT PROVIDER DOES NOT WARRANT SPECIFIC OUTCOMES.

10. INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party and its officers, directors and employees from and against any third-party claims, liabilities, losses, damages and expenses arising out of the indemnifying party's negligent acts, willful misconduct or breach of this Agreement. The indemnified party shall provide prompt written notice of any claim and allow the indemnifying party to control the defense, provided that the indemnified party may participate in such defense.

11. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE, WILLFUL MISCONDUCT, BODILY INJURY OR INDEMNITY OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, AND THE AGGREGATE LIABILITY OF EITHER PARTY ARISING FROM OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.

12. TERM AND TERMINATION

This Agreement commences on the Effective Date and continues until completion of the Testing Services unless earlier terminated. Either party may terminate for material breach upon thirty (30) days' written notice if the breach remains uncured. Upon termination, Client shall pay Provider for all work performed and costs reasonably incurred up to the termination date.

13. INSURANCE

Provider will maintain commercial general liability and professional liability insurance in amounts customary for its industry. Upon reasonable request, Provider will provide certificates of insurance evidencing coverage.

14. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as either party may designate by notice. Client Notice Address:

15. AMENDMENTS, WAIVER

No modification, amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties. A failure or delay in enforcing any provision shall not be construed as a waiver.

16. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state identified by the parties below, without regard to conflict of laws principles. Governing law state:

17. ENTIRE AGREEMENT

This Agreement, together with any exhibits, appendices or mutually executed change orders, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, understandings and agreements, whether written or oral.

18. SEVERABILITY

If any provision of this Agreement is found to be invalid or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall remain in full force and effect.

19. COUNTERPARTS; ELECTRONIC SIGNATURES

This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. Signatures delivered by electronic means (including scanned or electronic signatures) shall be binding.

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