1. Scope and Services – Arion Water, Inc. agrees to perform and Client agrees to pay for those Services described and
set forth in the Proposal or Agreement to which these Terms and Conditions are attached. These Services will not be
altered except upon written agreement of the parties to provide for mutually agreed upon adjustments in work scope
dictated by facts uncovered as the project progresses (especially with respect to those projects involving conceptual or
process development work). Any changes in work scope requiring additional Services by Arion Water, Inc.., shall be paid
for on the same basis as already-contracted Services unless otherwise mutually agreed upon in writing prior to
performance of any additional Services.
2. Payment Schedule – Client agrees to pay for the Services and any additional Services as provided in the Proposal to
which these Terms and Conditions are attached, at the rates and terms which have been agreed upon.
3. Client’s Obligation – To assist Arion Water, Inc. in performance of the Services hereunder, Client shall (i) provide Arion
Water, Inc. with available materials, data and information in its possession which pertain to the specific project or activity;
(ii) consult with Arion Water, Inc. at such time or times as requested by Arion Water, Inc. to convey and discuss materials,
data and information requested; (iii) permit Arion Water, Inc. reasonable time requested to fulfill its obligations; (iv)
maintain equipment in accordance with GMP regulations, proper documentation and recordkeeping required. Failure to
comply with maintenance and upkeep as prescribed by Arion Water, Inc. will result in voidance of warranties for
equipment and service.
4. Confidentiality – Each party shall retain as confidential all information and data furnished to it by the other party which
relate to the other party’s technologies, formulae, procedures, processes, methods, trade secrets, ideas, improvements,
inventions, and/or computer programs, which are designated in writing by such other party as confidential at the time of
transmission and are obtained or acquired by the receiving party in connection with this Proposal or Agreement, and shall
not disclose such information to any third party.
However, nothing herein is meant to prevent nor shall be interpreted as preventing either Arion Water, Inc. or Client from
disclosing and/or using said information or data (i) when the information or data is actually known to the receiving party
before being obtained or derived from the transmitting party; (ii) when information or data is generally available to the
public without the receiving party’s fault at any time before or after it is acquired from the transmitting party; or (iii) where
the information or data is obtained or acquired in good faith at any time by the receiving party from a third party who has
the same in good faith and who is not under any obligation to the transmitting party in respect thereof; or (iv) where a
written release is obtained by the receiving party from the transmitting party; or (v) after five (5) years following completion
of the project hereunder.
5. Documents – Any reports, drawings, plans or other documentations (or copies) furnished to Arion Water, Inc. by the
Client shall, at Client’s written request, be returned upon completion of the Services hereunder. Arion Water, Inc. may
retain one (1) copy of any documents prepared by or furnished to Arion Water, Inc. in the performance of the Services
under this Agreement.
6. Right To Use – Client may use any final reports of findings, feasibility studies, engineering or management studies, or
other work of Arion Water, Inc. performed or prepared by Arion Water, Inc. under this Agreement in connection with the
project and/or location indicated in the Services for which such work was prepared. Client shall obtain prior written
consent from Arion Water, Inc. for any other use of such Arion Water, Inc. work.
7. Patents and Confidential Information – Arion Water, Inc. shall retain all right and title to all patentable and unpatentable inventions including confidential know-how developed by it hereunder in its field of expertise. Arion Water, Inc. hereunder grants to Client a royalty-free, nonexclusive license under any such developed inventions and know-how to use the same in the facility which is the subject of the Services of this Agreement. Client shall retain all right and title to all patentable and unpatentable inventions including confidential know-how developed by it hereunder in Client’s field of expertise. Client shall not make application for Letters Patent in Arion Water, Inc. field of expertise on the basis of information contained in any reports or studies prepared by Arion Water, Inc. hereunder. Information submitted to Client by Arion Water, Inc. hereunder is not intended nor shall such submission constitute inducement and/or contribution to infringe any patent(s) owned by a third party and Arion Water, Inc. therefore specifically disclaims any liability.
8. Project Delays – If Arion Water, Inc. is delayed at any time in the progress of Service for any specific project or activity
by any act or neglect of Client or any other party; by changes in the scope of the work; by unforeseen circumstances
including acts of force majeure, fires, floods, riots, strikes; by foreign or domestic governmental acts of regulations; by
delay authorized by Client and agreed to by Arion Water, Inc. or by any cause beyond the reasonable control of Arion
Water, Inc. then the time for completion shall be extended. Arion Water, Inc. shall receive an equitable compensation
adjustment if the delays caused by any of the above result in changes, required additional Services, or additional costs to
Arion Water, Inc. operations.
9. Standard of Performance – For the Services performed by it under this Agreement, Arion Water, Inc. hereby makes the
following warranty and Arion Water, Inc. makes no other warranties, express or implied. Arion Water, Inc. will, applying to
its present engineering judgment and knowledge, use its best level of effort consistent with professional standards in
performing the Services hereunder in an attempt to enable Client to meet its objectives at the facility or study area in
question as disclosed to Arion Water, Inc. by Client.
10. Indemnification – Subject to Paragraph 11 and 12, Arion Water, Inc. shall indemnify and hold harmless Client, its
agents and employees, from and against all losses, claims and expenses including reasonable attorney fees for injury to
the person and damage to the property of Client or any third party which arises out of the performance of this contract and
which is due to the sole negligence of Arion Water, Inc., its agents, employees and contractors.
11. Consequential Damages – Notwithstanding any other provisions herein, Arion Water, Inc. shall not be responsible for
any incidental, indirect or consequential damages (including loss of profits) incurred by Client or any third party
occasioned by Services performed hereunder or by application or use of reports or other work performed hereunder.
12. Limitation Of Liability – Arion Water, Inc. liability and Client’s exclusive remedy for any cause of action arising
hereunder whether based in contract, negligence or any other cause of action, shall be limited to the amount of the
purchase order. All claims, including for negligence or any other cause whatsoever shall be deemed waived unless made
in writing and received by Arion Water, Inc. within one (1) year after Arion Water, Inc. completion of the Services to be
13. Governing Laws – This Agreement shall be governed and construed in accordance with the laws of the
Commonwealth of Massachusetts.
14. Termination – Either party may terminate this Agreement upon 30 days written notice to the other party. Upon such
termination Client shall pay Arion Water, Inc. for all Services performed hereunder up to the date of termination. In
addition, if Client terminates, Client shall pay Arion Water, Inc. the balance of any fixed fee and any reasonable cost of
cancellation incurred by Arion Water, Inc.
15. Miscellaneous – The Terms and Conditions set forth herein constitute Service by Arion Water, Inc. to Client. All
previous proposals, offers and other communications relative to the provision of these Services by Arion Water, Inc. oral or
written, are hereby superseded, except to the extent that they have been expressly incorporated. Any modifications or
revision of any provision hereof or any additional provision contained in any purchase order, acknowledgment or other
form of the Client is hereby expressly objected to by Arion Water, Inc. and shall not operate to modify the Agreement. This
Agreement shall take effect upon acceptance and execution by Arion Water, Inc.