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This SERVICES AGREEMENT (the “Agreement”) is made between New Wave Scientific, a Nevada Limited Liability Company (the “Service Provider) and the Client, (collectively the “Clients”) (Service Provider and Clients are collectively referred to herein as the “Parties”).
WHEREAS, the Service Provider is engaged in the business of providing independent laboratory testing service (the “Testing Services”);
WHEREAS, the Clients wish to engage the Service Provider to provide the Testing Services, subject to the terms and conditions set forth in this Agreement; and
WHEREAS, the Service Provider wishes to provide the Testing Services to the Client, subject to such terms and conditions as are set forth in this Agreement.
NOW THEREFORE, in consideration of the mutual promises and covenants set forth herein, the sufficiency of which are hereby acknowledged, the Service Provider agrees to provide the Testing Services to the Client, and the Client agrees to purchase the Testing Services from the Service Provider, subject to the following terms and conditions:
Primary Service Fee(s). In exchange for the Primary Services, the Clients shall pay to the Service Provider the sum set forth on all invoices previously presented to Clients for services previously rendered or pre-paid by Clients.
Payment Method. All payments due under this Agreement shall be made by check or by bank wire transfer in immediately available funds to a bank account designated by Service Provider. The Primary Service Fee(s), if any, shall be due and payable no later than 5:00 p.m. on the fifth day of each calendar month (the “Monthly Due Date”) at the Service Provider’s address, as specified in Section 6.1 below or at such other place as Service Provider may designate from time to time. If the fifth day of any given month falls on a weekend or Holiday, then the Monthly Due Date shall be moved to the next business day. If the Clients fail to deliver the payment(s) due by the Monthly Due Date, then the payment(s) shall be deemed late and subject to fees, as calculated pursuant to Section 3.3 below.
Late Fees and Returned Checks. In the event that the Primary Service Fee(s) are not paid by the Monthly Due Date, Clients shall pay a late fee of $50 per day for every day that the Primary Service Fee(s) are past due. In the event that the Clients tender any check to Service Provider that are subsequently returned, the Clients shall pay $25 for each check so returned, plus any applicable Late Fees.
No Fiduciary Relationship. The Service Provider and the Clients are completely separate entities and are not fiduciaries or agents of the other in any sense, other than to the extent specifically detailed and described in this Agreement. No act or assistance given by either party to the other according to this Agreement will be construed to alter the relationship.
Clients have Read and Understand Agreement. The Clients acknowledge that they have read and understand this Agreement and any attachments to this Agreement and that the Service Provider has accorded the Client ample time and opportunity to consult with advisors of Client’s own choosing about the potential benefits and risks of entering into this Agreement.
Punitive and Consequential Damages. Under no circumstance shall the Service Provider be liable to the Client or any third party for any amount of punitive damages or consequential damages arising out of or in connection with this Agreement or the exercise by the Client of all or any portion of the rights granted under this Agreement, including, without limitation, any damage, loss, liability, claim, cost, or expense directly or indirectly arising out of or in connection with or otherwise resulting from this Agreement.
Disclaimer of Warranties. EXCEPT AS SPECIFICALLY SET FORTH HEREIN, THE SERVICE PROVIDER MAKES NO FURTHER WARRANTIES TO THE CLIENT, WHETHER EXPRESS OR IMPLIED, AND ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, ARE HEREBY DISCLAIMED.
Indemnification of Service Provider. Clients shall indemnify and hold Service Provider and its respective directors, officers, employees, agents, consultants and counsel and its successors and assigns (the “Service Provider Indemnitees”) harmless from and against any and all liabilities, damages, losses, costs or expenses, including reasonable attorneys’ and professional fees and other expenses of litigation and arbitration, resulting from a claim, suit, or proceeding brought against a Service Provider Indemnitee, arising from or occurring as a result of (i) any and all claims brought by third parties alleging injury or damage in conjunction with, or arising out of the Client’s business, (ii) any breach of Client’s representations and warranties set forth herein, and (iii) Client’s gross negligence or willful misconduct.
Notices. Any and all notices that either party hereto desires or is required to give to the other party pursuant to this Agreement shall be in writing and delivered in person, sent by overnight courier (with confirmation of delivery) or sent by express, certified or priority U.S. mail postage prepaid (return receipt requested), addressed as follows:
Governing Law. This Agreement shall be construed and interpreted in accordance with and shall be governed and enforced in all respects according to the laws of the State of Nevada, without giving effect to conflicts of laws principles. The Parties each agree to the exclusive jurisdiction of any state or federal court within the Washoe County, State of Nevada, with respect to any claim or cause of action arising under or relating to this Agreement, and waive personal service of any and all process upon it and consent that all service of process be made by overnight courier (with confirmation of delivery), certified, registered, or priority U.S. mail (return receipt requested), directed to it at its address as set forth hereunder and service so made shall be deemed to be completed when received. The Parties each waive any objection based on forum nonconveniens and waive any objection to venue of any action instituted hereunder.
Severability. If any term or provision of this Agreement, or the application thereof to any person or circumstances shall, to any extent, be invalid or unenforceable, the remainder of this Agreement, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby; each term and provision of this Agreement shall be valid and enforced to the fullest extent permitted by law.
Non-Waiver. Acceptance of the Primary Service Fee by Service Provider shall not be deemed a waiver by Service Provider of any prior breach of this Agreement. The failure of Service Provider in any case to enforce or insist upon the strict performance of any provision of this Agreement shall not prevent a subsequent act, which would have originally constituted a violation of this Agreement, from having all the force and effect of an original violation.
Amendment. This Agreement may be modified or amended only pursuant to a writing executed by both parties.
Assignment. Any party may make a complete and undivided assignment of this Agreement, together with all of its rights and obligations hereunder, to a single successor of the business to which this Agreement pertains, where such successor agrees to the terms hereof, and that successor may in the same manner assign this agreement to its own successor on the same terms and conditions. Any other assignment of a party or successor shall be void unless prior express written consent of the other parties hereto is obtained.
Independent Contractors. Nothing contained in this Agreement is intended, or is to be construed, to create a legal relationship between Client and Service Provider as partners. No party hereto shall have any express or implied right or authority to assume or create any obligations on behalf of or in the name of any other party or to bind any other party to any contract, agreement, or undertaking with any third party.
Attorney’s Fees. Each party hereto shall bear its own professional fees and expenses incurred by such party in connection with, relating to or arising out of the execution, delivery, and performance of this Agreement and the consummation of the transactions contemplated hereby; provided however, in the event any dispute between the Parties should result in litigation, New Wave Scientific shall be reimbursed its reasonable attorneys’ fees and costs.
Punitive and Consequential Damages. Under no circumstance shall Service Provider be liable to the Clients or any third party for any amount of punitive damages or consequential damages arising out of or in connection with this Agreement or the exercise by Client of all or any portion of the rights granted under this Agreement. Clients hereby expressly waive any right to punitive or consequential damages resulting from any claim arising out of this Agreement.
Headings. The paragraph headings to this Agreement are for convenience and reference only; and the words contained therein shall in no way be held to explain, modify, amplify, or aid in the interpretation, construction or meaning of the provisions of this Agreement.
Interpretation. Plural shall be substituted for the singular form and vice versa in any place or places herein in which the context requires such substitution or substitutions. Each party to this Agreement represents that it has read and understood each provision of this Agreement and has discussed this Agreement with legal counsel or has been advised to and has been provided the opportunity to discuss this Agreement with legal counsel. The parties hereto therefore stipulate and agree that the rule of construction to the effect that any ambiguities are to be or may be resolved against the drafting party shall not be employed in the interpretation of this Agreement to favor any party against another.
Entire Agreement. This Agreement, when properly executed by the Parties or their authorized agents, shall constitute the only agreement among the Parties with respect to the subject matter stated herein and shall supersede all prior agreements between the Parties, whether written or oral. This Agreement may be amended only by a writing executed by all Parties hereto.
Time. Time is of the essence of this Agreement and all terms and conditions hereof.
Counterparts. This Agreement may be executed in counterparts and all of such counterparts, taken together, shall be deemed part of one instrument. Facsimile and/or electronically transmitted signatures shall be binding for purposes of this Agreement.
Clients have Read and Understand this Agreement. The Client hereby represents and warrants that Client has read this Agreement in its entirety and fully understands the contents hereof. The Client further represents that that the Service Provider provided the Client with an opportunity to have this Agreement reviewed by an attorney of the Client’s choosing.
This SERVICES AGREEMENT is hereby executed and acknowledged by the Parties as of the date and year set forth below.
June 16, 2026
