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1. Method of Payment:PDC Laboratories,Inc.("LAB")will invoice Client for all Services.Invoices will be due within 30 days from date of invoice.Any unpaid charges will draw
<br /> interest at the lesser of 1:%per month or the highest rate allowed by law,commenting 30 days after date of invoice.Client shall notify LAB in writing of any disputed amount within
<br /> 15 days after date of invoice;otherwise all invoice charges are agreed to be acceptable.
<br /> L Confidentiality:LAB shall retain as confidential all information and data delivered to it by Client or developed by it for Client.Such information shall not be disclosed to any third
<br /> party.unless required by law or regulation or unless LAB is instructed,in writing,by Client to provide information to a specific third party.
<br /> 3.Standard of Care:The Service will be performed for the exclusive benefit of Client.The Service shall be conducted by LAB consistent with that level of care and skill ordinarily
<br /> exercised by the analytical laboratory profession in the same locale acting under similar circumstances and conditions.EXCEPT AS SET FORTH HEREIN,LAB MAKES NO OTHER
<br /> REPRESENTATION,GUARANTEE,OR WARRANTY,EXPRESSED OR IMPLIED,IN FACT OR BY LA%WHETHER OF MERCHANTABILITY,FITNESS FOR ANY
<br /> PARTICULAR PURPOSE OR OTHERWISE CONCERNING ANY OF THE SERVICES WHICH MAY BE FURNISHED BYLAB TO CLIENT.
<br /> 4.Deliverables:All deliverables,including,but not limited to,any and all reports prepared by LAB hereunder shall be Client's property upon final payment for LAB's Services.LAB shall
<br /> retain copies of all deliverables.
<br /> 5. Limitation on the Scope of Services:Client acknowledges that LAB has not had any role in generating,treating,storing or disposing of hazardous or toxic substances,pollutants and
<br /> contaminants or other waste materials("Waste Materials")which may be present at the Site.Any Waste Materials connected with the Services shall at no time become the property of
<br /> LAB.Nothing herein shall require PDC to assume the status of s generator,or a storage,treatment or disposal facility as those terms are defined by the Resource Conservation and
<br /> Recovery Act,or any state statute or regulation governing the generation,treatment,storage or disposal ofhazardous waste or solid waste.Arrangements made by LAB for treatment,
<br /> storage,transport or disposal of any Waste Materials shall be construed as being made solely for Client's benefit,and Client shall indemnify and hold harmless LAB against 20 claims,
<br /> damages,losses,liability and expenses,including attorney's fees,which arise therefrom.
<br /> 6.Limitation of LAB's Liability to Client:Except for circumstances caused by the willful misconduct of LAB,all claims for damages asserted against LAB by Client,including claims
<br /> against LAB's directors,officers,shareholders,employees and agents,are limited to the total dollar value of this Agreement.LAB is not responsible for any special,incidental,indirect,or
<br /> Consequential damages(including loss of profits),Incurred by Client as a result of LAB's performance or nonperformance of the Services.Any claim shall be deemed waived unless made
<br /> by Client is writing and received by LAB within one(I)year after completion of the Services
<br /> 7.Client's Indemnification:Client shall indemnify and hold harmless LAB,sad its shareholders,directors,officers,employees and agents against all losses or claims,and costs incidental
<br /> thereto(including costs ofdefease,settlement and reasonable attorney's fees)which any or all of them may incur,resulting from bodily injuries(or death)to any person,damage(including
<br /> lass of use)to any property,or contamination of or adverse effects on the environment,or any violation or alleged violation of statutes,ordinances,orders,rules or regulations,arising out
<br /> of or which are in any way connected with(I)any release or threatened release of Waste Materials,or any other activity relating to the Waste Materials,(ii)the negligent acts or omissions
<br /> of Client,Client's employees,agents and subcontractors,or(iii)Client's breach of this Agreement.
<br /> 8.Required Disclosures by Client:Client shall provide all information which is known or readily accessible to Client which may be reasonable and/or necessary for completion of the
<br /> Services by LAB.
<br /> 9.Force Majeure:LAB shall not be considered in default because of any delays in the conduct of the work due to causes beyond the control and without the fault or negligence of LAB,
<br /> Including,but not restricted to,an act of God or of a public enemy,fire,flood,epidemic quarantine restriction,ares wide strike,freight embargo,unusually severeweather,or delay of
<br /> subcontractor or suppliers due to such cause;provided that LAB shall within ten(10)days from the beginning of such delay notify Client in writing of the causes of delay and its probable
<br /> extent Such notification shall not be the basis for a claim of additional compensation.
<br /> 10.Termination:This Agreement may be terminated by either party upon ninety(90)days written notice to the other party.Irrespective of wbich party terminates or the cause therefor,
<br /> Client shall,within thirty(30)days of termination,compensate LAB for costs incurred and services rendered up to the time of termination,as well as those associated with termination and
<br /> post-termination activities.such as demobilization,modifying schedules,reassigning personnel,decontaminating and/or disposing of equipment,disposal and replacement of contaminated
<br /> consumables.
<br /> 11. Right of First Refusal:Client grants to LAB a right of first refusal to match any offer relating to services Similar to those provided hereunder which Client receives(or intends to
<br /> make)upon termination of this Agreement for any reason and Client shall give LAB prompt written notice of any such offer and a reasonable opportunity to respond to It.
<br /> 12.Site Access:Client grants a right of entry to the Site,to LAB,its employees,agents and subcontractors,to perform the Services.if Client does not own the Site,Client warrants that it
<br /> has the permission of the owner of the Site to grant this right of entry to LAB.
<br /> 13.Entire Agreement:This Agreement constitutes the entire agreement between the parties and supersedes any and all prior written or and agreements existing between the parties.This
<br /> Agreement may bre amended only by written instrument signed by each party.
<br /> 14.Precedence:This Agreement shall take precedence over any inconsistent or contradictory provisions contained in any Client-issued purchase order,requisition,notice to proceed,or
<br /> like document regarding tbaServices.
<br /> 15.Survival:Ali obligations arising prior to the termination of this Agreement and all provisions of this Agreement allocating responsibility or liability between Client and LAB shall
<br /> survive the completion of Services hereunder and the termination of this Agreement
<br /> 16.Equal Employment Opportunity:if Client is required by law to obtain a pledge of compliance from LAB in its performance of the Services under this Agreement,LAB agrees to
<br /> comply with the Equal Employment Opportunity and Affirmative Action Requirements of Executive Order 11246,Section 503 of the Rehabilitation Act of 1973,and/or the Vietnam Era
<br /> Veteran's Readjustment Act of 1974.
<br /> 17.Governing Law:this Agreement shall be governed by,construed and interpreted in accordance with the laws of the State of Illinois,excluding any choice of law rules which may direct
<br /> the application of the laws of any otherjurisdiction.
<br /> Ill.Independent Contractor:LAB shall have the status of an independent contractor,not that of an agent or employee.LAB shall be solely responsible for the compensation,benefits,
<br /> contributions and taxes,if any,of its employees,agents and subcontractors.
<br /> 19.Assignment,Successors and Assigns:This Agreement shall not be assigned by either party without first obtaining the written consent of the other party,which consent shall not be
<br /> unreasonably withheld,provided,however,LAB shall have the right to assign this Agreement to any of its affiliates.This Agreement shall be binding upon and inure to the benefit of the
<br /> parties and their respective successors and assigns. 29746.A
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