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Method of Payment:Twice monthly,PDC Laboratories,Inc. ("LAB")will.invoice Client for all Services rendered during the previous half
<br /> month. Invoices will be due within 30 days from date of invoice. Any unpaid charges will draw interest at the lesser of 1%%per month or
<br /> the highest rate allowed by law,commencing 30 days after date of invoice:Client shall notify LAB i writing of any disputed amount within 15
<br /> days after date of invoice;otherwise all invoice charges are agreed to be acceptable.
<br /> Confidentiality:LAB shall retain as confidentialall information.and.data delivered to it by Client or developed by it for Client. Such
<br /> information shall not be disclosed to any third party,,unless required by law or regulation or unless LAB is instructed,in writing,by Client to
<br /> provide information to a specific third party.
<br /> i. Standard•of.Care:The Service-will be performed for the exclusive benefit of Client. The Service shall be conducted by LAB consistent with
<br /> that level of care an&skill ordinarily exercised by the analytical laboratory profession in the same locale-acting under similar circumstances
<br /> and conditions. EXCEPT AS SET FORTH HEREIN,LAB MAKES NO�OTHER REPRESENTATION,GUARANTEE,OR WARRANTY,
<br /> EXPRESSED OR IMPLIED,INTACT OR'BY LAW,•WHETHER'OF'MERCHANTABILITY,^FITNESS°FOR AN:YYARTICULAR
<br /> PURPOSE OR OTHERWISE CONCERNING ANY OF THE SERVICES WHICH MAY BE FURNISHED BY LAB TO CLIENT.
<br /> Deliverables ,.includin
<br /> All deliverables ,«but not limited to,any and all reports.prepared by LAB hereunder shall be Client's property.upon
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<br /> final payment for LAB's Services. .LAB shall retain copies of all deliverables,
<br /> as not:had any role.in generating,treating,storing or-disposing of
<br /> . Limitation on the Scope of Services:Client.acknowledges.that LAB h
<br /> hazardous or-toxic substances,pollutants.and contaminants or other waste materials("Waste Materials")which may be present at the Site.
<br /> Any Waste-Materials connected with the Services shall abnoaime.beeome the,property of LAB.Nothing herein shall.require PDC to:assume
<br /> the status of a generator,or-a storage,treatment or disposal facility as those terms.are defined by the Resource Conservation and Recovery
<br /> Act,o any state statute or:regulation.governing the generation,treatment,.storage or disposal of hazardous waste or solid waste.
<br /> Arrangements made by LAB for treatment,storage,transport or disposal of.anyWaste"Materials shall be_construed.as'being made solely for
<br /> Client's benefit;and Client shall indemnify and hold harmlessLAB against-all claims,damages,-losses,liability an expenses,including
<br /> .attorney's fees,which arise therefrom.
<br /> -LimitatiomofLAB's'Liabilitylo,Client::Except-for circumstancestcaused:bythewillful-misconduct ofLAB,;a11-claims for damages:asserted
<br /> against LAB by Client,including claims-against LAB?s directors,officers,shareholders,employees and:agents,.are limited to the total dollar
<br /> value of this Agreement. LAB is not responsible for any special,incidental,indirect,or consequential damages(including loss of;profits),
<br /> .incurred by-Client as.a result of-LAB's performance or nonperformance of the-Services.
<br /> iRequired Disclosures by Client:Client shall provide all information which is known or readily.accessibleto Client which may be reasonable
<br /> and/or necessary for completion of the Services by LAB.
<br /> Force Majeure:LAB shall not beconsidered in default because ofany delays in.the.conduct of,themork due to causes beyond the.control and
<br /> without the fault or negligence of LAB,including,but not restricted.to,-an act of God-or of-a public enemy,fire,flood,•epidemic quarantine
<br /> restriction,area wide strike,freight,embargo,unusually severe weather.;or delay of subcontractor-or suppliers due.twsuch cause; provided that
<br /> LAB shall within ten(10)days from the beginning of-such.delay notify Client in-writing of the causes of delay and its,probable,extent.Such
<br /> notification shall not be the basis fora claim of additional compensation.
<br /> Termination:This Agreement may be terminated by either party upon ninety(90)days written notice to the otheriparty.'Irrespective of which
<br /> partyterminates or the cause therefor,Client shall,within thirty,(30)days:of termination,compensate�LAB for costs incurred up to the time of
<br /> termination.
<br /> 0. Site Access:Client grants aright of entry to the Site,-to LAB,its employees,agents and subcontractors,;to.perform the Services. If Client
<br /> does not own the-Site,Client warrants that•it,has the permission of the owner ofthe.Site to.grant this right of entryto:LAB.
<br /> .1. Entire Agreement:This Agreement constitutes the entire agreement.between the.parties:and supersedes any and:all prior written or oral
<br /> agreements existing between the parties. This Agreement maybe amended only by written instrument-signed by each party.
<br /> .2. Precedence:This Agreement shall take precedence over any inconsistent or contradictory provisions contained in.any Client-issued purchase
<br /> order,requisition,notice to proceed,or like document regarding the Services.
<br /> .3. Survival:All obligations arising prior to the termination of this Agreement.and all.provisions of this Agreement allocating responsibility or
<br /> liability between Client and LAB shall survive the completion of Services hereunder and the termination of this Agreement.
<br /> .4. Equal Employment Opportunity:If Client is required by law to obtain a pledge of compliance from LAB in its performance of the Services
<br /> under this Agreement,LAB agrees to comply with the Equal Employment Opportunity and Affirmative Action Requirements of•Executive
<br /> Order 11246,Section 503 of the Rehabilitation Act of 1973,and/or the Vietnam Era Veteran's Readjustment Act of 1974.
<br /> i5. Governing Law:this Agreement shall be governed by,construed and interpreted in accordance with the laws of the State of Illinois,excluding
<br /> .any choice of law rules which may direct-th application of the laws of any other jurisdiction.
<br /> 16. Independent Contractor:LAB shall have the status of an independent contractor,not that of an agent or employee. LAB shall be solely
<br /> responsible for the compensation,benefits,contributions and taxes,if any,of its employees,agents and subcontractors.
<br /> l7. Assignment,Successors and Assigns: This Agreement shall not be:assigned by either party without first obtaining the written consent of the
<br /> other party,which consent shall not be unreasonably withheld,provided,however,LAB shall have the right to assign this Agreement to anyof
<br /> its affiliates. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors.and-assigns.
<br /> 297-46.A
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