8. Termination.

(a) The term of this Agreement (the "Term") shall commence upon Julabo’s receipt of the Order Total and shall remain in effect for one (1) year thereafter, unless terminated sooner as provided herein or extended by written agreement of the parties.

(b) Julabo may terminate this Agreement upon the occurrence of any of the following events ("Events of Default"):

(i) Customer fails fully to perform any of its obligations set forth herein or Julabo, in its reasonable opinion, believes that Customer’s ability to perform its obligations hereunder is in danger or impaired;

(ii) The commencement of an involuntary case against or the filing of a petition by Customer seeking or Customer’s consent to: (A) reorganization, arrangement, adjustment or composition of or in respect of Customer under the Federal Bankruptcy Code as now or hereafter constituted, or under any other applicable Federal or state bankruptcy, insolvency, reorganization or other similar law; (B) the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of Customer for any part of its property; or (C) the winding up or liquidation of its affairs, and such involuntary case or petition is not dismissed within thirty (30) calendar days after the filing thereof;

(iii) The making by Customer of any assignment for the benefit of creditors;

(iv) The admission by Customer in writing of its inability to pay its debts generally as they become due or the failure of Customer to generally pay its debts as such become due; or

(v) The taking of any action by Customer or its partners, members, managers, shareholders, or Board of Directors or any committee thereof in furtherance of any of the forgoing; or

9. Confidentiality. The parties agree that all information regarding the Services including, but not limited to, methods of operation and systems used to perform the Services, are confidential and proprietary to Julabo. Customer shall treat these methods of operation and systems, and all related procedures and documentation, as strictly confidential and proprietary to Julabo. Customer shall not, without Julabo’s prior written consent, use such information in whole or in part for its own benefit or to Julabo’s detriment or disclose such information in whole or in part to any other person.

10. Indemnification. Except as otherwise provided in Paragraph 18 of this Agreement, Customer, for itself and on behalf of its parents, subsidiaries, divisions, affiliates, successors, assigns, officers, directors, shareholders, partners, members, agents, and employees, agrees to release, indemnify, defend and hold harmless Julabo and its parents, subsidiaries, divisions, affiliates, successors, assigns, and their respective officers, directors, shareholders, agents, and employees, from and against any and all losses, expenses (including without limitation, reasonable attorneys’ and other professional fees), costs, damages (including consequential and incidental damages), demands, liabilities, suits and claims in connection with or arising out of any actual or alleged personal injury (including death) or damage or destruction to property (including loss of use) by reason of any Services performed by Julabo (or by Julabo’s parents, subsidiaries, divisions, affiliates, successors, assigns, officers, directors, shareholders, agents or employees) for Customer (or for Customer’s parents, subsidiaries, divisions, affiliates, successors, assigns, officers, directors, shareholders, partners, members, agents, or employees), except as such arises from Julabo’s gross negligence or willful misconduct.

11. Benefits. Customer shall not assign (by operation of law or otherwise) any of its rights or obligations hereunder without the prior written approval of Julabo. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their permitted successors and assigns.

12. Notices. All notices, requests, demands and other communications required or permitted hereunder shall be in writing and shall be deemed to have been duly given, made and received when personally delivered against or upon actual receipt by facsimile or by registered or certified mail, postage and fees prepaid, return receipt requested, to the respective addresses of the parties stated in the preamble of this Agreement. Either party may alter the address to which communications or copies are sent by giving notice of such change of address in conformity with the provisions of this paragraph.

13. Entire Agreement. All understandings and agreements between the parties are merged into this Agreement which fully and completely expresses their agreements and supersedes any prior agreement or understanding relating to the subject matter, and no party has made any representations or warranties, express or implied, not herein expressly set forth. This Agreement shall not be amended, modified or supplemented except by written amendment signed by the parties hereto. This Agreement does not alter or extend any warranty or sale terms with respect to any Julabo product(s) including but not limited to the products described on the form titled "Preventative Maintenance and Service Agreement Order." Customer signature on the Preventative Maintenance and Service Agreement Order shall serve as Customer’s acceptance of the terms and conditions of this Agreement and the Customer’s agreement be bound hereby.

14. Governing Law. This Agreement and the agreements contemplated hereby shall be construed in accordance with and governed by the laws of the Commonwealth of Pennsylvania without regard to its principles of conflict of laws. The Court of Common Pleas of Lehigh County or the United States District Court for the Eastern District of Pennsylvania shall have exclusive jurisdiction over any action arising hereunder.

15. Attorneys’ Fees. In the event that Julabo must institute a lawsuit against Customer to enforce its rights hereunder, or if Julabo successfully defends against a lawsuit instituted by Customer against it hereunder, whether based on contract, tort or any another theory, then Julabo shall be entitled to its costs and expenses, including reasonable attorneys’ fees, incurred in connection with any such lawsuit.

16. Counterparts. This Agreement may be executed in several counterparts, all of which taken together shall constitute one instrument.

17. Severability. If any clause, provision or section of this Agreement shall be held illegal or invalid by any court, the illegality or invalidity of such clause, provision or section shall not affect the remainder of this Agreement which shall be construed and enforced as if such illegal or invalid clause, provision or section had not been contained in this Agreement. If any agreement or obligation contained in this Agreement is held to be in violation of law, then such agreement or obligation shall be deemed to be the agreement or obligation of the respective party hereto only to the extent permitted by law.

18. CUSTOMER’S EXCLUSIVE REMEDY/JULABO’S LIMIT OF LIABILITY. CUSTOMER’S SOLE AND EXCLUSIVE REMEDY AND JULABO’S ABSOLUTE LIMIT OF LIABILITY IN CONNECTION WITH ANY LAWSUIT, CLAIM OR CAUSE WHATSOEVER DIRECTLY OR INDIRECTLY RELATING TO OR ARISING OUT OF THIS TRANSACTION WITH JULABO, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER LEGAL THEORY OF RECOVERY, SHALL IN ALL CASES BE STRICTLY LIMITED TO REIMBURSING CUSTOMER FOR CUSTOMER’S ACTUAL DIRECT DAMAGES UP TO THE AMOUNT OF THE FEES PAID TO JULABO HEREUNDER WITH RESPECT TO THE APPLICABLE SERVICES. AS A CONDITION PRECEDENT TO JULABO’S OBLIGATION TO BE RESPONSIBLE FOR DAMAGES HEREUNDER, CUSTOMER SHALL ASSIST JULABO IN ALL RESPECTS IN ITS ATTEMPTS TO DETERMINE THE LEGITIMACY AND BASIS OF ANY CLAIMS MADE BY OR ON BEHALF OF CUSTOMER INCLUDING BUT NOT LIMITED TO PROVIDING JULABO WITH ACCESS TO THE PRODUCT TO CHECK OPERATING CONDITIONS. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, AND EVEN IF THE EXCLUSIVE REMEDY FAILS OF ITS ESSENTIAL PURPOSE FOR ANY REASON WHATSOEVER, IN NO EVENT SHALL JULABO BE LIABLE FOR CUSTOMER’S MANUFACTURING COSTS, LOST PROFITS, GOODWILL, OR ANY OTHER SPECIAL, INDIRECT, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES TO CUSTOMER OR ANY THIRD PARTY AND ALL SUCH DAMAGES ARE HEREBY DISCLAIMED.

19. Waiver. Any failure of the part of Julabo to insist on strict compliance with the terms of this Agreement shall no way constitute a waiver of such right. No claim or rights arising out of a breach of this Agreement by Customer may be discharged in whole or in part by a waiver of the claim or right, unless the waiver is in writing signed by an authorized representative of Julabo. Julabo’s waiver or acceptance of any breach by Customer of any provisions of this Agreement shall not constitute a waiver of or an excuse for nonperformance as to any other provision of this Agreement nor as to any prior or subsequent breach of the same provision.

20. Headings. The descriptive headings of the several sections of this Agreement are inserted for convenience only and shall not be deemed to affect the meaning or construction of any of the provisions hereof.

21. Authority. The parties executing this Agreement represent and warrant to each other that they have the full right, power, capacity and authority to execute and deliver this Agreement and that they have duly and properly performed all acts required by them to authorize them to carry out this Agreement and the transactions contemplated in it.