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m. Indemnify Client for any claims,damages,losses,expenses",etc.to the extent they were caused by Lab's breach of these Terms,negligence or willful
<br /> misconduct,or the negligence and willful misconduct of persons for whom Lab is legally responsible.
<br /> n. Warrant the results,with the express understanding that this warranty is exclusive and does not extend to any merchantability or fitness for a particular purpose.
<br /> 4.Lab's Discretionary Actions:
<br /> Lab may:
<br /> a. Cease all services,including any release of data,if Client does not pay as agreed
<br /> b. Reject or rescind any SDA if Lab decides sample poses a risk
<br /> c. Charge or bill Client directly for:
<br /> 1. Any supplies(Including containers)that are not used or returned
<br /> H. Expedited outbound/return shipping for any sample that Is not time-sensitive
<br /> iii.Disposal of any air samples that have not been reclaimed within seven(7)days of Lab's SDA thereof
<br /> iv. Disposal of any other sample not been reclaimed within 21 days of Lab's SDA thereof,or as otherwise required
<br /> v. A minimum fee for invoicing and/or handling any sample
<br /> vi. A sample that underwent SQA,but was not analyzed,at Client's direction
<br /> vii.Additional shipping and handling as deemed necessary
<br /> vili.Change in scope and/or rescheduling fees
<br /> ix. Minimum fees or additional surcharges as necessary
<br /> x. Reasonable attorneys'fees
<br /> xi. Project resampling related to missed deliveries,etc.
<br /> All.Off cycle pricing increase dictated by the market
<br /> Ail.Any request for re-analysis following release of the report if the results are within the variability of the method(or acceptable parameters)
<br /> d. Return unused portions of samples found or suspected to be hazardous to Client,at Client's cost.
<br /> e, Retain Client's unreleased data and/or cancel Client's web portal access pending payment In full.
<br /> f. Increase prices on an annual basis to support market-driven cost-increases.
<br /> S.Multiple Dilutions: Lab will report a single value for each analyte based on the most appropriate analysis or dilution for that analyte.Based on general screening where
<br /> appropriate,samples will be reported on a dilution-only basis due to concentrations of target analytes present.Lab may attempt a 10-fold more concentrated analysis if
<br /> practicable. Client may also request and pay for additional dilutions If practicable.
<br /> 6.Dry Weight Correction/Percent(%)Moisture:Consistent with all applicable reporting methods,Lab will automatically analyze any solid sample(soil)for%moisture to allow
<br /> for dry weight correction and charge accordingly.If"wet weight"reporting is requested by the client or the regulatory agency,Lab will maintain the charge for dry weight
<br /> correction even if the results were not corrected for the applicable reporting criteria.
<br /> 7.Confidentiality:The Parties agree that they will take all reasonable precautions to prevent the unauthorized disclosure of any proprietary or confidential information of each
<br /> other and that they will not disclose such information except to those employees,subcontractors,or agents who have expressly agreed to maintain confidentiality.
<br /> 8.Governing Law:These Terms shall be construed and interpreted pursuant to the laws of the State of Minnesota without giving effect to the principles of conflicts of law
<br /> thereof.
<br /> 9.Term:The Parties shall perform the services identified in the applicable purchase order or other agreement until completed or terminated In accordance with Section 10
<br /> below
<br /> 10.Termination:
<br /> a. Either party may terminate these Terms upon 30 days'prior written notice.
<br /> b. Lab may immediately terminate for any breach by Client,including its failure to pay within 60 days of Lab's dated Invoice.
<br /> 11.Limitation of Liability:
<br /> a. If a court of competent jurisdiction finds that Lab failed to meet applicable standards and if Client suffers damages as a result,Lab's aggregate liability for its
<br /> negligence or unintentional breach of contract shall not exceed the total fee paid for its services.
<br /> b. This limitation shall not apply to any Client losses arising from Lab's negligence or willful misconduct,so long as Client:
<br /> i. Notifies Lab of any issue within thirty(30)days of receiving applicable invoice,and
<br /> H. Allows Lab to defend its data,even to a regulatory agency that may have previously rejected same.
<br /> c. Notwithstanding the foregoing,neither Lab nor Client shall be liable to the other for special,incidental,consequential,or punitive damages.
<br /> 12.Amendment/Change Order:Any attempt to modify,vary,supplement,or clarify any provision of these Terms is of no effect unless reduced to writing and signed by both
<br /> Parties.
<br /> 13.Storage of Data:Following final report issuance,Lab will retain back-up data and final test reports for ten(10)years in a format from which the data and/or test report can
<br /> be reproduced.
<br /> 14.intellectual Property:Lab shall retain sole ownership of any new method,procedure,or equipment it develops or discovers while performing services for Client pursuant to
<br /> these Terms.Lab may,however,grant a license to the Client for its use of same.
<br /> 15.Non-competition:Client shall not solicit or recruit any Lab personnel for at least 12 months following the termination of the services governed by these Terms.
<br /> 16.Non-assignment:Neither party may assign or transfer any right or obligation existing under these Terms without prior written notice to the other party,except that Lab
<br /> may freely transfer the services to another Lab location or,with Client's permission,subcontract the services to a third-party.
<br /> 17.Insurance:Lab carries insurance with the limits of coverage as Indicated below and will,upon Client's request,submit certificates of insurance showing same.
<br /> a. General Liability-$1,000,000 each occurrence;$2,000,000 general aggregate;
<br /> b. Personal and Advertising Injury-$1,000,000;
<br /> c. Automobile Liability-$1,000,000 combined single limit;
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