Radioactive Materials Agreement

RADIOACTIVE MATERIALS AGREEMENT

This Radioactive Materials Agreement (the Agreement) is entered into as of Effective Date: by and between Provider Name: with principal address , and Recipient Name: with principal address .

RECITALS

WHEREAS, Provider possesses and is authorized to transfer certain radioactive materials for authorized scientific, medical, industrial or research uses, subject to license and regulatory requirements; and

WHEREAS, Recipient desires to receive, possess, use, store and/or dispose of such radioactive materials for the approved uses described herein and to comply with applicable federal, state and local requirements; and

WHEREAS, Provider and Recipient each represent that they maintain such organizational controls, radiation safety oversight and licenses as necessary to carry out the transfer and use of the materials in accordance with applicable law.

NOW, THEREFORE, in consideration of the mutual covenants set forth below, the parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement, the following terms have the meanings set forth below:

a) "Radioactive Materials" means the isotopes, chemical forms and maximum activities identified in Section 2 and in Schedule A attached hereto, if any. Recipient shall not possess or use isotopes or activities exceeding those specified.

b) "License" means any authorization, registration or license issued by a regulatory authority that governs possession, use, transfer or disposal of Radioactive Materials.

2. MATERIALS AND AUTHORIZED USE

Provider agrees to supply, and Recipient agrees to accept, the Radioactive Materials described as follows:

The maximum total activity supplied under this Agreement shall not exceed (in units specified above). Recipient shall not possess or use the materials for any activity or in any location not expressly authorized by Provider and by applicable Licenses.

3. LICENSES, REGULATORY COMPLIANCE AND AUTHORITY

Each party shall, at its own cost, maintain all required Licenses, registrations and approvals applicable to its activities under this Agreement. Provider's license authority and license number: License No.: . Recipient shall notify Provider in writing within seven (7) days if any License relevant to Recipient's possession or use is suspended, revoked or otherwise limited.

4. DELIVERY, RECEIPT, AND TRANSFER

Delivery shall be made in accordance with applicable packaging, labeling and transportation regulations. Provider shall provide a written shipping manifest and transfer documentation evidencing the identity, activity, date of assay and packaging. Recipient shall inspect shipments upon receipt and shall notify Provider within twenty-four (24) hours of any discrepancy, damage or suspected contamination.

5. STORAGE, SECURITY AND RADIATION SAFETY

Recipient shall store and secure the Radioactive Materials in designated areas that meet all regulatory and industry standards for containment, shielding and access control. Recipient shall implement and maintain written procedures for monitoring, contamination control, and routine surveys and shall limit access to authorized and trained personnel only.

6. TRAINING, PERSONNEL AND AUTHORIZATION

Recipient shall ensure that all personnel who handle or are likely to be exposed to Radioactive Materials receive initial and refresher training adequate to comply with regulatory requirements and the terms of this Agreement. Recipient shall maintain training records and make them available for inspection by Provider and regulators upon request.

7. INSPECTIONS, AUDITS AND ACCESS

Provider shall have the right, upon reasonable notice except in emergencies, to inspect Recipient's facilities, records and practices to verify compliance with this Agreement and applicable regulations. Recipient shall cooperate with inspections and shall correct any noncompliance within a reasonable period specified by Provider or regulators.

8. RECORDKEEPING

Recipient shall maintain complete and accurate records of receipt, inventory, use, transfer, disposal and disposal manifests for Radioactive Materials for the period required by law. Records shall include dates, isotope identification, activities, assay methods and personnel handling the material.

9. INCIDENTS, SPILLS AND REPORTING

Recipient shall immediately notify Provider and applicable authorities of any incident involving loss, theft, release, or suspected contamination of Radioactive Materials. Notification must be followed by a written report describing the incident, actions taken, root cause analysis and corrective measures.

10. WASTE MANAGEMENT AND DISPOSAL

Recipient shall manage, store and dispose of radioactive waste in compliance with applicable regulatory requirements. Disposal must be performed only by an authorized entity and under documented manifests. Any return or transfer of waste to Provider shall be conducted under terms agreed in writing and consistent with this Agreement.

11. INDEMNIFICATION AND LIABILITY

Each party (Indemnifying Party) shall indemnify, defend and hold harmless the other party (Indemnified Party) from and against any and all claims, liabilities, losses, damages, fines and expenses (including reasonable attorneys' fees) arising out of the Indemnifying Party's breach of this Agreement, negligent acts or omissions, or willful misconduct in connection with the Radioactive Materials, except to the extent caused by the negligence or willful misconduct of the Indemnified Party.

12. TERM, TERMINATION AND RETURN

The term of this Agreement shall commence on the Effective Date and continue for a period of unless earlier terminated as provided herein. Either party may terminate for convenience upon days' written notice. Upon termination or expiry, Recipient shall, at Provider's option, return or transfer remaining Radioactive Materials to Provider or otherwise dispose of them in accordance with applicable law and documented instructions from Provider.

13. CONFIDENTIALITY

The parties acknowledge that information exchanged under this Agreement may include proprietary or confidential information. Each party shall protect such information from unauthorized disclosure using at least the same standard of care it uses for its own confidential information, but no less than reasonable care. Confidential information shall not include information that is generally known to the public or independently developed without use of the other party's confidential information.

14. REMEDIES

In addition to any rights and remedies provided by law, the parties shall be entitled to injunctive relief to prevent or remedy any actual or threatened breach of the provisions of this Agreement pertaining to safety, security or regulatory compliance, without requirement of posting bond.

15. NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be delivered by hand, nationally recognized overnight courier, or certified mail, return receipt requested, to the addresses set forth below or to such other address as a party may designate by written notice.

16. AMENDMENTS, WAIVER, SEVERABILITY

No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties. No waiver of any breach shall constitute a waiver of any other breach. If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect.

17. GOVERNING LAW

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

18. ENTIRE AGREEMENT

This Agreement, including all schedules and attachments referenced herein, 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.

19. COUNTERPARTS

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures transmitted by electronic means shall be effective as originals.

20. MISCELLANEOUS

The parties acknowledge that performance under this Agreement is subject to applicable governmental approvals and that neither party shall be liable for delays or failures of performance due to causes beyond its reasonable control, including acts of God, war, terrorism, strikes, or government actions.

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