Miscellaneous Halogens Form

MISCELLANEOUS HALOGENS FORM

This General Business Agreement ("Agreement") is made and entered into as of Effective Date: by and between the following parties:

RECITALS

WHEREAS, Client requires supply, handling and/or services relating to halogen-containing materials and associated chemical products (collectively, "Halogen Materials") for Client's industrial, research or commercial activities; and

WHEREAS, Service Provider possesses the necessary expertise, permits, facilities and safety controls to supply, handle, package and transport Halogen Materials in accordance with applicable law and industry safety standards; and

WHEREAS, the parties wish to set forth the terms under which Service Provider will provide specified Halogen Materials and related services to Client.

SCOPE OF WORK

Service Provider shall perform the work and provide the goods described below in a professional manner consistent with industry standards. The parties agree that the specification, quantities, delivery schedule, safety measures and acceptance criteria must be documented and approved by both parties prior to supply.

PAYMENT TERMS

In consideration for the performance of the Scope of Work, Client shall pay Service Provider in accordance with the following terms and schedule.

Invoices shall be payable within days of receipt unless otherwise agreed in writing. Late payments will accrue interest at the rate of or the maximum rate permitted by law, whichever is less.

All amounts are payable in United States dollars unless otherwise specified. Client is responsible for any taxes, duties or fees associated with the transaction, except taxes on Service Provider's net income.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and continue until End Date: unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately upon written notice if the other party materially breaches any obligation and fails to cure within days after receipt of notice of such breach.

Termination shall not relieve Client of its obligation to pay for services rendered and goods delivered prior to termination, nor relieve either party of obligations that by their nature survive termination, including but not limited to confidentiality, indemnification and payment obligations.

CONFIDENTIALITY

"Confidential Information" means non-public business, technical, scientific, safety or commercial information disclosed by one party to the other that is designated as confidential or would reasonably be understood to be confidential under the circumstances.

Each party agrees to: (a) hold Confidential Information of the other party in strict confidence; (b) use Confidential Information solely for performance of this Agreement; and (c) restrict disclosure to representatives who have a need to know and who are bound by confidentiality obligations at least as protective as those herein. Confidential Information does not include information that is or becomes publicly known through no fault of the receiving party, is rightfully received from a third party without obligation of confidentiality, or is independently developed by the receiving party without use of Confidential Information.

A party may disclose Confidential Information as required by law or regulation, provided it gives the disclosing party prompt written notice and cooperates to obtain a protective order or otherwise limit disclosure.

HAZARDOUS MATERIALS, COMPLIANCE AND SAFETY

Service Provider represents and warrants that Halogen Materials furnished under this Agreement shall be accompanied by current safety data sheets (SDS) and handling instructions and shall be packaged, labeled and transported in accordance with applicable law and industry standards.

Service Provider shall maintain all permits, licenses and registrations required for the manufacture, storage, transport and sale of Halogen Materials and shall comply with all applicable environmental, health and safety laws. Client shall follow Service Provider's handling and storage instructions and notify Service Provider promptly of any incidents, releases or exposures.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Each party (Indemnifying Party) shall indemnify, defend and hold harmless the other party, its officers, directors and employees (Indemnified Party) from and against all third-party claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of Indemnifying Party's negligent acts, willful misconduct, or breach of this Agreement, except to the extent caused by the Indemnified Party's negligence or willful misconduct.

EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located within that State for resolution of disputes arising under this Agreement, subject to any equitable relief sought in a court of competent jurisdiction.

ENTIRE AGREEMENT

This Agreement, including any exhibits, purchase orders and written amendments signed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations and understandings, whether written or oral. Any amendment or waiver must be in writing and signed by an authorized representative of each party.

NOTICES

All notices under this Agreement shall be in writing and delivered to the addresses set forth above (or to such other address as either party may designate by written notice) by certified mail, courier or email with confirmation. Notices are effective upon receipt.

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