Standard agreement for GDMS analysis services (Protected A when completed)

This agreement is made under and is to be interpreted in accordance with the laws in force in the province of Ontario, Canada, between the

National Research Council of Canada ("NRC") with offices at 1200 Montreal Road, Ottawa, ON, Canada K1A 0R6, and

and is effective as of the date it is signed by both parties.

The parties agree as follows:

1. The NRC and Customer contacts with respect to the Service are:

and as described in the NRC technical services website at https://nrc.canada.ca/en/research-development/products-services/technical-advisory-services/glow-discharge-mass-spectrometry-gdms-analysis:

Samples may be sent in the form of an element/alloy/compound. The service code descriptions are listed below:

1. #A33-11-01-01, described as: "Up to 60 elements at standard detection level: 10 scans are carried out across the spectra of the elements to be determined. This offers sufficient detection capability for most samples, (the "Service"), as that service is applied in relation to the Customer's GDMS sample material.
2. #A33-11-01-02, described as: "Up to 60 elements at enhanced detection level: enhanced detection limits are achieved by acquiring additional scans across the spectra of the elements to be determined. These detection limits are recommended for samples of very high purity (6N purity or higher). (the "Service"), as that service is applied in relation to the Customer's GDMS sample material.
3. #A33-11-01-03, described as: "Up to 30 elements at enhanced detection level: enhanced detection limits are achieved by acquiring additional scans across the spectra of the elements to be determined. These detection limits are recommended for samples of very high purity (6N purity or higher). (the "Service"), as that service is applied in relation to the Customer's GDMS sample material.
4. #A33-11-01-04, described as: "Custom analysis (including samples in powder form): Inquire for pricing and availability prior to ordering.

Upon completion of the Service, the NRC will deliver a GDMS analysis report (the "Report") to the Customer describing the results of the Service. The date of testing activities will not be reported in the GDMS analysis report but is readily available upon request.

3. The Customer will send the samples required for the Service to NRC, at the Customer's expense. Samples will not be returned to the Customer.

The NRC will issue an invoice in Canadian dollars (CAD) upon completion of the Service or in the case of a multiple-service Agreement, upon completion of each part of the Service.

For international Customers only, if the Customer wishes to be invoiced in a foreign currency, please check one of the following options:

The NRC will convert the amount due into the Customer's chosen currency when the invoice is issued.

The Customer will pay the NRC the total amount of the invoice within 30 days of the date the invoice is issued. In addition the Customer shall pay applicable taxes. The NRC's sales tax registration number (GST or similar) is 121 491 807, and its Quebec Sales Tax (QST) registration number is 1006 178 088.

5. Payments must be made to: "Receiver General - National Research Council of Canada" and addressed to:

Accounts Receivable
National Research Council of Canada
1200 Montreal Road
Ottawa, Ontario, K1A 0R6, Canada.

6. Interest is payable on all overdue amounts. Interest on overdue amounts is calculated and compounded monthly at the average bank rate plus 3% and accrues during the period beginning on the due date and ending on the day before the day on which payment is received by the NRC. For purposes of this paragraph "bank rate" means the rate of interest established periodically by the Bank of Canada as the minimum rate at which the Bank of Canada makes short term advances to members of the Canadian Payments Association, and "average bank rate" means the weighted arithmetic average of the bank rates that are established during the month before the month in respect of which interest is being calculated.

See http://www.tpsgc-pwgsc.gc.ca/recgen/txt/taux-rates-eng.html for details. An administrative charge of 25 CAD will be invoiced for any cheque which is refused payment by the bank on which it is drawn.

7. The Customer may use, reproduce and disclose the Report in its entirety in electronic or printed form; however, the Report may not be reproduced or disclosed by the Customer in part without the NRC's prior written approval.  Nothing in this Agreement shall be construed as implying the transfer of ownership of intellectual property from one Party to the other or any of its partners or licensors. The Parties expressly reserve and retain any rights that are not granted by this Agreement.

8. Unless authorized by the Customer's written consent, information supplied to the NRC by the Customer will be kept confidential for a period of 3 years from the date it is received, provided the information is in a written form marked "Confidential" or in the case of oral information it is reduced to a written version that is marked as above and is submitted to the NRC within 20 days of its disclosure. Information contained in deliverables will be maintained in confidence by the NRC. Notwithstanding the foregoing, the NRC may disclose the Customer's information if required by law, including, the Access to Information Act. The NRC shall notify the Customer of such impending disclosure when the NRC receives such request for information, and provide an opportunity for the Customer to restrict the disclosure, to the extent permitted by law.

9. The Parties acknowledge that present and future circumstances resulting from the COVID-19 pandemic, including but not limited to government measures and restrictions as well as shortages of personnel, goods or third-party services (the "COVID-19 Circumstances"), may render the fulfilment of some or all of the NRC's obligations hereunder inadvisable, impracticable, contrary to Government of Canada policies or direction, illegal, or impossible.

10. The Client agrees that the failure of the NRC to perform its obligations hereunder, in whole or in part, shall not be deemed a breach of this Agreement by the NRC if such failure is a result of the COVID-19 Circumstances.

11. In the event that the COVID-19 Circumstances continue to make it inadvisable, impracticable, contrary to government policies or direction, illegal, or impossible for the NRC to fulfill any contractual obligation hereunder three (3) months after the effective date of this Agreement (or Amendment), either Party shall have the right to terminate this Agreement by providing 10 days' written notice to the other Party without penalty or any recourse by either Party. If neither Party opts to terminate this (amended) Agreement under this provision, this (amended) Agreement shall be automatically extended for as long as the COVID-19 Circumstances that make it inadvisable, impracticable, contrary to Government of Canada policies or direction, illegal, or impossible for the NRC to fulfill any contractual obligation hereunder persist. Such an extension does not negate the right of either Party to terminate this Agreement at a later date on the same terms and notice if the COVID-19 Circumstances persist.

12. Under this Agreement, the NRC shall not be liable, in tort or for failure or delay in performance caused by circumstances beyond the NRC's reasonable control, nor for incorrectness of information supplied, advice given, or opinions expressed. No specific result is promised.  No claim may be made for indirect, consequential, or contingent damages. Any liability of the NRC towards the Customer (if any) shall be limited by, and in any case shall not exceed, the cost of the Service provided by the NRC for the Customer.

13. This Agreement expires upon completion of the Service. It may also be terminated upon notice by the NRC, if the NRC deems that the sample is unsuitable for testing. Provisions of this Agreement with respect to payment, confidentiality, and limitation on the NRC's liability shall survive termination or expiration of the Agreement.

14. This Agreement supersedes all prior communications, negotiations and agreements concerning the Service. No amendment or waiver of terms in this Agreement, including annexes thereto, is effective unless it is in writing, signed by all Parties. Notwithstanding any contrary language on the face of a purchase order that is sent to the NRC by the Customer in respect of the Service, the purchase order is for administrative purposes of the Customer only and does not constitute an offer, a counter-offer, or an amendment to this Agreement nor does it create a new agreement in respect of the Service. The NRC shall include on the face of the NRC's invoice for the Service any purchase order number issued by the Customer for the Service.

15. This Agreement may be executed in one or more counterparts and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one valid and binding Agreement. A facsimile copy or portable document format (PDF) copy of an executed counterpart signature page will be as valid as an originally executed counterpart.

Annex A: Additional space if needed to enter samples' identifications

MSS-F-052_Standard_Agreement_GDMS_EN_v7.0 , NRC LEGAL FORM – NOT TO BE ALTERED, issued on 2023-04-01, issued by Leader, QMS, Metrology