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1. Method of Pavment:Twice monthly,PDC Laboratories,Inc. ("LA[3")will invoice Client for all Services rendered during the previous half month. Invoices will be due .
<br /> within 30 days from date of invoice. Any unpaid charges will draw interest at the lesser of 1 %%per month or the highest rate allowed by law,commencing 30 days aRer
<br /> date of invoice. Client shall notify LA[3 in writing of any disputed amount within 15 days after date of invoice;othenvise all invoice charges are agreed to be acceptable.
<br /> 2. Confidentialitv: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
<br /> any third party,unless required by law or regutation or unless LAB is instructed,in writing,by Client to provide information to a specific third party.
<br /> 3. Standard of Care:The Service witl be performed for the exclusive benefit of Client. The Service shall be conducted by LAB consistent with that level of care and skill
<br /> ordinarily exercised by the analytical laboratory profession in the same locale acting under similar circumstances and conditions. EXCEPT AS SET FORTH HEREIN,LAB
<br /> MAKES NO OTHER REPRESENTATION, GUARANTEE, OR WARRANTY, EXPRESSED OR IMPLIED, IN FACT OR BY LAW, WHETHER OF
<br /> MERCHANTABILITY,FITNESS FOR ANY PARTICULAR PURPOSE OR OTHERWISE CONCERNING ANY OF THE SERVICES WHICH MAY BE FURNISHED
<br /> BY LAB TO CLIENT.
<br /> 4. Deliverables: All deliverables, including,but not limited to,any and all reports prepared by LAB hereunder shall be ClienYs property upon final payment for LAB's
<br /> Services. LAB shall retain copies of all deliverables.
<br /> 5. Limitation on the Scope of Services�Client acknowledges that LAB has not liad any role in generating,treating,storing or disposing of hazardous or toxic substances,
<br /> pollutants and 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
<br /> become the property of LAB. Nothing herein shall require PDC to assume the status of a generator,or a storage,treatment or disposal facility as those tertns are defined by
<br /> the Resource Conservation and Recovery Act,or any state statute or regulation goveming the generation,treatment,storage or disposal of hazardous waste or solid waste.
<br /> Arrangements made by LAB for treatment,storage,transport or disposal of any Waste Materiais shall be construed as being made solely for ClienYs benefit;and Client shall
<br /> indemnify and hold harmless LAB against all claims,damages,losses,liabilityand expenses,including attorney's fees,which arise therefrom.
<br /> 6. Limitation of LAB's Liabiliri to Client: Except for circumstances caused by the willful misconduct of LAB,all claims for damages asserted against LAB by Client,
<br /> including claims 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
<br /> special,incidental,indirect,or consequential damages(including loss of profits),incurred by Client as a result of LAB's performance or nenperformance of the Services.
<br /> An•y claim shali be deemed waived unless made by Client in writing and received by LAB within one(1)year after completion of the Services
<br /> 7.ClienYs Indemnification:Client shall indemnify and hold harmless LAB,and its shazeholders,directors,officers,employees and agents against all losses or claims,and
<br /> costs incidental thereto(including costs of defense,settlement and reasonable attorney's fees)which any or all of them may incur,resulting from bodily injuries(or death)to
<br /> any person,damage(including loss of use)to any pmperty,or contamination of or adverse effects on the environment,or any violation or alleged violation of statutes,
<br /> ordinances,orders,rules or regulations,arising out of or which are in any way connected with(i)any release or threatened release of Waste Materials,or any other activity
<br /> relaring
<br /> to the Waste Materials,(ii)the willful negligent acts or omissions of Client,ClienYs employees,agents and subcontractors,or(iii)ClienYs willfu:breach of this Agreement.
<br /> 8. Required Disclosures bv Client: Client shall provide all information which is known or readily accessible to Client which may be reasonable and/or necessary for
<br /> completion of the Services by LAB. .
<br /> 9. Force Maieure: 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
<br /> negligence of LAB, including,but not restricted to,an act of God or of a public enemy,fire, flood,epidemic quazantine restriction,area wide strike, fi-eight embargo,
<br /> unusually severe weather,or delay of subcontractor or suppliers due to such cause;provided that LAB shall within ten(10)days from the beginning of such delay notify
<br /> Client in writing of the causes of delay and its pmbable extent. Such notification shail 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 which party terminates or the
<br /> cause therefor,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
<br /> associated with termination and post-termination activities, such as demobilization, modifying schedules, reassigning personnel, decontaminating and/or disposing of
<br /> equipment,disposal and replacement of contaminated consumables.
<br /> 11.Site Access:Client grants a right of entry to the Site,to LAB,its employees,agents and subwntractors,to perform the Services. If Client dces not own the Site,Client
<br /> wazrants that it has the permission of the owner of the Site to grant this right of entry to LAB.
<br /> 12.Entire Agreement:This Agreement constitutes the entire agreement between the parties and supersedes any and all prior written or oral agreements existing between the
<br /> parties. This Agreement may be amended only by written instrument signed by each party.
<br /> 13.Precedence: This Ageement shall take precedence over any inconsistent or contradictory provisions contained in any Client-issued pu�hase order,requisition,notice to
<br /> proceed,or like document regarding the Services.
<br /> 14.Su�vival:AIi c�i,lieavc�ns arisirg priar to the termination of this Agreement and all provisions of this Agreement alioeating responsibiiity or liabiliry beh�een Clier.t and
<br /> LAB shall survive the compietion of Services hereunder and the termination of this Agreement.
<br /> I5.Equal Employment Oppartunity If Client is required by law to obtain a pledge of compliance from LAB in its performance of the Services under this Agreement,LAB
<br /> agrees to comply with the Equal Employment Oppatunity and A�rmative Action Requirements of Executive Order I 1246,Section 503 of the Rehabilitation Act of 1973,
<br /> and/or the Viemam Era Veteran's Readjustment Act of 1974.
<br /> 16.Goveming Iaw:this Agreement shall be govemed by,construed and interpreted in accordance with the]aws of the State of Illinois,excluding any choice of law rules
<br /> which may direct the application of the laws of any other jurisdiction.
<br /> 17.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,
<br /> benefits,contributions and taxes,if any,of its employees,agents and subconhactors.
<br /> 18.Assignment,Successors and Assigns: 7'his Agreement shall not be assigned by either pariy without first obtaining the written consent of the other party,which consent
<br /> shall not be 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
<br /> inure to the benefit of the parties and their respective successors and assigns. 297-46.A
<br /> J:U.LS�DW Jul 04-Jun 07 Program�ASA Decatur.doc
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