Miscellaneous Test Parameters Form

MISCELLANEOUS TEST PARAMETERS FORM

Parties and Effective Date

WHEREAS, Client Name: requires testing services for the items and samples described herein; and

WHEREAS, Service Provider Name: represents that it has the facilities, personnel, equipment and procedures necessary to perform the tests identified in this form; and

WHEREAS, the parties desire to set forth the test parameters, reporting requirements and commercial terms that will govern performance beginning on Effective Date: .

Scope of Work

The Service Provider shall perform the tests, measurements and evaluations described below in accordance with the stated methods, acceptance criteria, and reporting requirements. The scope is limited to the samples and quantities specifically listed on this form unless amended in writing and signed by both parties.

Test Parameters and Sample Information

Payment Terms

Client shall pay Service Provider for the services described above according to the following agreed terms. Fees are exclusive of applicable taxes unless otherwise stated.

Late payments shall bear interest at the lesser of 1.5% per month or the maximum rate permitted by law, calculated from the invoice due date until paid in full. Client shall be responsible for reasonable collection expenses and any taxes applicable to fees.

Term and Termination

This engagement shall commence on Start Date: and shall terminate on End Date: unless earlier terminated in accordance with this section.

Either party may terminate this engagement for convenience upon written notice delivered not less than days prior to the intended termination date. Either party may terminate for cause if the other party materially breaches this agreement and fails to cure within 15 days after receipt of written notice of such breach.

Upon termination, Client shall pay Service Provider for all work performed and reasonable wind-down costs incurred through the effective date of termination.

Confidentiality

Each party shall keep confidential and not disclose to third parties any non-public information received from the other party in connection with this engagement 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"). Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was known to the receiving party prior to disclosure; (c) is rightfully received from a third party without restriction; or (d) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

The receiving party may disclose Confidential Information as required by law or court order, provided it gives the disclosing party prompt written notice to permit it to seek protective relief and limits disclosure to the minimum required.

Reporting and Deliverables

Governing Law; Entire Agreement

This form and any dispute arising out of or related to it shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law rules. The parties hereby submit to the exclusive jurisdiction of the courts located in that State.

This form, together with any attachments and mutually executed amendments, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written. No modification will be effective unless in writing and signed by authorized representatives of both parties.

Representations and Certifications

Each party represents and warrants that it has full power and authority to enter into this form and to perform its obligations hereunder. The Service Provider represents that tests will be performed in a commercially reasonable manner in accordance with recognized professional practices and any agreed standards set forth in the scope of work.

Administrative Details

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