Section 1.     Scope of Agreement.

     1.1.      Services and Products.  The services and products to be provided by Inotiv shall be established in one or more Customer Orders. Each Customer Order will set forth, or incorporate by reference, a written description of products to be provided by Inotiv to Customer (the “Products”) or the services to be performed by Inotiv for Customer (the “Services”), including, as applicable, the Customer’s project and study identification, objective and scope of the Services, deliverables, specifications, timelines, compensation and payment schedule relating to such Services.  

     1.2     Hierarchy of Terms.  All sales of Product or Services by Inotiv will be governed by, and are expressly conditions upon Customer’s asset to, this Agreement. This Agreement is incorporated into any Customer Order. Customer’s Order, whether communicated to Inotiv verbally, in writing, by electronic data interface or other electronic commerce shall constitute acceptance of this Agreement. Inotiv objects to any contrary or additional terms or conditions of Customer. Reference in Inotiv’s order acknowledgement to Customer’s purchase order or purchase order number shall in no way constitute an acceptance of any of Customer’s terms or conditions of purchase. Any quotation made by Inotiv shall be considered firm and definite offer and shall not be deemed to be otherwise despite any language on the face of the quotation. Inotiv reserves all rights to accept or reject any purposed acceptance by Customer if such purported acceptance attempts to vary the terms of the quotation. If Inotiv ships Products after Customer issues an acceptance to the quotation, any additional or different terms proposed by Customer will not be part of the Parties’ business relationship unless agreed to in a writing that is signed by an authorized representative of Inotiv, excluding email correspondence. If the transaction proceeds with such agreement on the part of Customer, the business relationship will be governed solely by this Agreement and the specific provisions of Inotiv’s quotation. 

     1.3     Rights of Affiliates.   Inotiv may perform the Products and Services under this Agreement through one or more of its Affiliates. In such circumstances, references in this Agreement to “Inotiv” shall be deemed to include the applicable Inotiv Affiliate solely with respect to the performance of the applicable Customer Order. Each Inotiv Affiliate shall be solely responsible for the obligations and liabilities it undertakes in connection with such Customer Order.

     1.4     Online Ordering; Confirmations; Order Status. Customer may submit Customer Orders through Inotiv’s online portals or other digital interfaces designated by Inotiv (each, an “Online Order”). An Online Order constitutes a “Customer Order” under the Agreement when accepted by Inotiv. Following submission of an Online Order, Inotiv may provide an electronic acknowledgment or confirmation (including via on-screen display or email) summarizing key order details. Acceptance, fulfillment timelines, and availability remain subject to Inotiv’s review and confirmation consistent with the Agreement and applicable Inotiv Documents.

     1.5     Change Orders.  The parties agree that changes to an existing Customer Order must be expressly agreed by the Parties and documented in a revised or supplemental Customer Order or other mutually agreed modification. No purchase order, proposal, quotation or invoice, including the terms and conditions therein, shall be deemed to vary the terms of this Agreement or any agreed Customer Order. 

     1.6     Term.  This Agreement shall apply to each Customer Order from the time such Customer Order exists and shall remain in effect with respect to such Customer Order until the Products and Services under that Customer Order are completed, delivered, or otherwise terminated in accordance with this Agreement. 

Section 2.    Responsibilities.

     2.1     Inotiv Obligations Regarding Services.  Inotiv will perform all Services and provide all deliverables in accordance with the applicable Customer Order, these Terms and Conditions and the Service Terms and Conditions set forth as Schedule A to this Agreement. 

     2.2      Inotiv Obligations Regarding Products. Inotiv will supply all Products in accordance with the applicable Purchase Order, these Terms and Conditions and the Product Terms and Conditions set forth as Schedule B to this Agreement.

     2.3     Communication. Inotiv may provide status updates and related communications electronically via the customer portal and/or email. Shipping, delivery, and performance remain subject to the Agreement (including Force Majeure, shipping and delivery provisions, and inspection and nonconformance procedures). Inotiv will keep Customer informed of the progress of the Services by providing regular updates and/or reports to Customer as described in the Customer Order and/or any delays in the shipment of Product. Delivery, shipping, and related terms, including partial shipments and acceptance, are governed by the Product Terms and Conditions. All such updates and reports shall be in English.

     2.4     Obligations of Customer.  Customer, through its own analysis and testing, is solely responsible for making the final selection of the Products and assuring that all performance, endurance, maintenance, safety and warning requirements of the application of the Products are met. Customer will perform any obligations expressly assigned to it in any Customer Order or elsewhere in this Agreement. Customer will cooperate with the Inotiv in the performance of the Services, including, without limitation, providing information, data and other documents related to the project plan as reasonably necessary and otherwise provided in the applicable Customer Order. Upon receipt of any Product, Customer shall promptly inspect the same and notify Inotiv of any defect or failure to such Product or Service Deliverable in accordance with Section 6 of this Agreement. 

Section 3.     Compensation.

     3.1     Fees.  Customer shall pay for the Products shipped and delivered pursuant to the Purchase Order. Customer will pay for the Services in accordance with the compensation agreed upon in the applicable Customer Order, including, as applicable, fees, expenses, taxes and pass-through costs to be paid by Customer as specified therein.

     3.2     Taxes, Packaging, Shipping, and Handling.  All Prices are exclusive of all sales, use, and excise taxes, VAT, Good and Service Taxes, and any other similar taxes, duties, and charges of any kind imposed by any governmental authority on any amounts payable by customer. Customer shall be responsible for all such charges, costs and taxes; provided, that, customer shall not be responsible for any taxes imposed on, or with respect to, Inotiv's income, revenues, gross receipts, personal or real property, or other assets. If the Customer is tax exempt, then it will be the Customer’s responsibility to provide Inotiv with written proof of the Customer’s tax-exempt status. Except as specified in a Customer Order, prices do not include, and the Customer shall additionally pay applicable freight (including packing, handling, and shipping) charges, as well as fuel charges. 

     3.3     Payment.  Unless otherwise agreed in writing, standard payment terms shall be NET30 days from the date of invoice issuance. These terms are subject to a creditworthiness review, which may include the establishment of a credit line. The applicable payment terms will be based on the outcome of such review and shall apply to all invoicing under the Agreement. In the event of a material change in the Customer’s creditworthiness, as reasonably determined by Inotiv, Inotiv reserves the right to modify payment terms, suspend Services, or require advance payment or other assurances of payment prior to continuing performance under any Customer Order. Customer will pay a late payment fee of one-and-a-half percent (1.5%) per month (or the maximum allowed by law if less than 1.5% per month) for any invoices or portions thereof owed and not received by the due date listed on the applicable invoice or invoices. If Customer repeatedly fails to pay invoices when due, Inotiv reserves the right to suspend delivery of any Product and/or withhold related data, reports, and documents. However, prior to taking such action, both parties shall make reasonable efforts to resolve the outstanding payment issues in good faith, including engaging in discussions to reach a mutually acceptable solution.

Section 4.    Compliance.

     4.1     General. Each party shall perform its obligations under this Agreement and any Customer Order in material compliance with all applicable local, state, federal and foreign laws, rules and regulations of any applicable governmental agency, including without limitation, the Federal Food, Drug and Cosmetic Act, as amended, and the regulations promulgated thereunder, the Health Insurance Portability and Accountability Act (HIPAA), as amended, the European Union’s General Data Protection Regulation (GDPR), as amended, and the FDA’s Current Good Manufacturing Practices (cGMP), Current Good Laboratory Practices (cGLP) and Current Good Clinical Practices (cGCP) where applicable (“Applicable Laws”). Upon request and in a timely manner, Inotiv will provide Customer with all information reasonably necessary for Customer to comply with its regulatory requirements and all other Applicable Laws, including, without limitation, quality control procedures.

     4.2     Site Visits and Audits.  During the term of this Agreement, upon reasonable prior notice and during normal business hours and subject to Inotiv’s reasonable facility rules and restrictions, Inotiv will permit Customer’s representatives to examine the Services performed hereunder and the facilities at which the Services will be conducted or the Products stored and maintained up to one (1) time per calendar year during the Term of this Agreement. Additional audits or site visits may be conducted at any time, upon reasonable notice, should a verifiable incident or material breach arise in connection with the provision of Services. 

     4.3      Debarment.  Each Party hereby represents and certifies that it has not (i) been debarred, and to the best of its knowledge, is not under any type of investigation, which it reasonably believes could lead to debarment, by the United States Food and Drug Administration (“FDA”) under any provision of the Generic Drug Enforcement Act; or (ii) otherwise become subject to any restrictions, sanctions or disciplinary actions by the FDA or other governmental authority, including suspension or exclusion by the Office of the Inspector General of the United States Department of Health and Human Services, or by any other federal, state or local authority, from participating in any health care program (such as Medicare or Medicaid) funded by any governmental authority, or FDA disqualification. Inotiv certifies that no person or entity that has been debarred, suspended, disqualified or excluded as described above will furnish any of the Services or deliverables or perform any of Inotiv’s obligations under this Agreement. Each Party agrees to promptly notify the other Party in writing of any actions taken or proceedings pending that threaten or confirm a debarment, suspension, disqualification or exclusion of such Party or any such person or entity during the term of this Agreement. 

      4.4     Regulatory Notices; Inspections.  Inotiv shall promptly notify Customer of any regulatory inquiry, communication or inspection which directly affects or is related to the Services conducted for Customer by Inotiv under this Agreement. Inotiv agrees to permit inspection of its facilities and records by authorized representatives of any government authority as required by Applicable Laws. Inotiv will permit a representative of Customer to be present on site during any such inspection, unless restricted by the applicable governmental agency. Inotiv agrees to provide to Customer copies of any such communications and the findings of any such inspections.

     4.5     Legal Compliance.

     (a)     Each Party agrees to comply with all applicable export control laws and regulations, specifically including, but not limited to, the requirements of the Arms Export Control Act, 22 U.S.C. 2751-2794, including the International Traffic in Arms Regulation (ITAR), 22 C. F. R. 120 et seq.; and the Export Administration Act, 50 U.S.C. app. 2401-2420, including the Export Administration Regulations, 15 C.F.R. 730-774; including the requirement for obtaining any export license or agreement, if applicable. Each Party agrees that it will not transfer any information it receives from the other party that constitutes an export of controlled items, data or services, to include transfer to foreign persons employed by or associated with, or under contract to that party or the party’s suppliers, without the authority of an export license, agreement or applicable exemption or exception.  

     (b)     Both Parties acknowledge that they are subject to the laws and regulations of the United States Foreign Corrupt Practices Act, 15 U.S.C. §§ 78dd-1, dd-2, dd-3, and 78m (hereinafter the "FCPA") which prohibits the bribing of any foreign official, any foreign political party, or any candidate for foreign political office by any company for the purpose of obtaining or retaining business. Each covenants and agrees to the other that it and its authorized agents will comply with the FCPA and acknowledges that the other Party is entering into this Agreement is conditioned upon such representation and warranty. Customer and its authorized agents agree to operate in full compliance with all applicable anti-bribery/anti-corruption legislation while conducting business involving Inotiv. Customer hereby acknowledges and agrees that any breach of this Section 4.5 shall be grounds for immediate termination of this Agreement.

Section 5.     Confidentiality.

     5.1     Confidential Information.  For purposes of this Agreement, “Confidential Information” shall mean any information and proprietary data disclosed to by a party (the “Disclosing Party”) to the other party (the “Receiving Party”) that the Disclosing Party considers proprietary and confidential. Without limiting the foregoing, the parties agree that Confidential Information of the Customer shall include but not be limited to compounds, materials, product formulations, formulas, methods, applications to governmental authorities, research programs, data, designs, techniques, processes, records, pricing or costs, trade secrets, patent application, know-how, other intellectual property, business plans and similar information and may be in the form of written documentation, oral disclosures, disclosures made by visual observation and disclosures in electronic form that Inotiv may be receive or have access to, and/or make use of in the course of its performance of this Agreement. Similarly, the parties agree that Confidential Information of Inotiv shall include but not limited to intellectual property, trade secrets, know-how, inventions, technical data or specifications, testing methods, business and financial information, research and development activities, product and marketing plans and models, pricing, customer, client, and supplier information, and any other non-public proprietary information.

     5.2     Exclusions.  Confidential Information will not include information that:

(a)     Is already known to the receiving party at the time of disclosure (as evidenced by written documentation existing at that time) other than through receipt of such information from the Disclosing Party; 

(b)     Is generally known to the public, or becomes generally known to the public, through no wrongful act of the Receiving Party;

(c)     Is rightfully obtained by the Receiving Party from a third party who had a legal right to provide it without restriction; or

(d)     Was independently developed by a party without reference to or use of the other party’s Confidential Information as evidenced by written records.

     5.3     Obligations.  Customer and Inotiv shall not disclose, transfer, or use (or seek to induce others to disclose, transfer, or use) any Confidential Information of the other party for any purpose other than the purpose of this Agreement or to any third party except as authorized by this Agreement or by the disclosing party in writing. Customer and Inotiv may disclose the other party’s Confidential Information, on a need to know basis, to its employees, consultants, advisors or agents that have agreed to be bound by obligations of confidentiality at least as stringent as those in this Agreement. Each party will be responsible for ensuring that its employees, consultants, advisors and agents comply with these obligations.

     5.4     Protection.  Each party agrees that Confidential Information of the other party will be treated with the same level of confidentiality with which it treats its own confidential information (but no less than reasonable care). Each party will notify the other in writing of any circumstances which may constitute unauthorized disclosure, transfer, or use of Confidential Information. Upon prior written request, Inotiv will return all originals and copies of materials containing Customer’s Confidential Information (in whatever form or media) upon completion of the related Services under this Agreement and the applicable Customer Order or upon any earlier termination of the related Customer Order or this Agreement for any reason whatsoever. Notwithstanding the foregoing, each Party may retain one copy of the other Party’s Confidential Information in a secure location solely for the purpose of complying with the obligations set forth in this Agreement.

     5.5     Publication.  Inotiv shall not present or publish, nor submit for publication, any work resulting from the Services without Customer’s prior written approval. Inotiv shall not use Customer’s name in any advertising, articles, press release, promotional materials or website advertising, or disclose to any third party the terms of this Agreement or the fact that it is performing Services for Customer, without Customer’s prior written consent.

     5.6     Legally Required Disclosures.  Either party may disclose Confidential Information of the other party to the extent required by a court order, governmental agency or by Applicable Law; provided, however, that such party shall provide the other party with reasonable advance written notice of such disclosure in order to allow the other party to seek a protective order or otherwise limit such disclosure, and such party shall cooperate with the other party to limit any such disclosure or to seek a protective order.

     5.7     Injunctive Relief.  In the event of a breach or threatened breach of the provisions of this Section 5, the non-breaching party will suffer damages that are not easily determinable, and will be entitled to seek an injunction restraining any breach or threatened breach of these confidentiality obligations without having to prove actual damages or threatened irreparable harm. A party’s right to obtain injunctive relief shall be in addition to all other rights and remedies available to it at law and in equity.

     5.8     Survival. The prohibitions on disclosure and restrictions on use of Confidential Information will continue for five (5) years after termination or expiration of this Agreement. Notwithstanding the foregoing, the prohibitions on disclosure and restrictions on use of trade secrets survive for as long as such information constitutes a trade secret under Applicable Law.

Section 6.     Representations and Warranties.

     6.1     General. Each Party represents and warrants that:

(a)     It is duly organized, validly existing and in good standing under the laws of its jurisdiction or organization;

(b)     It has all requisite power and authority to conduct its business and perform its obligations under this Agreement;

(c)     The execution, delivery and performance by it of this Agreement, each Customer Order and each other agreement or instrument contemplated by this Agreement, have been duly authorized by all necessary corporate action on its part; 

(d)     This Agreement, each Customer Order and each agreement or instrument contemplated by this Agreement, when executed and delivered by such party in accordance with the terms of this Agreement, will be the legal, valid, and binding obligation of such party, in each case enforceable in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization, or similar laws then in effect that govern the enforcement of creditors’ rights generally;

(e)   The individual indicating assent through any electronic acceptance mechanism represents and warrants that they have authority to bind Customer to this Agreement and the applicable Customer Order. Each Party represents and warrants that it has all requisite power and authority to conduct its business and perform its obligations under this Agreement; and 

(f)     The execution of this Agreement, each Customer Order and each agreement or instrument contemplated by this Agreement and the performance by it of its obligations hereunder and thereunder will not conflict with any other agreement with any third party to which it is bound. 

     6.2     Performance of Services.  Inotiv represents and warrants that it has the experience and expertise to perform the Services described in this Agreement and the Statement(s) of Work in a professional and workmanlike manner and in compliance with all Applicable Laws, generally accepted professional and industry standards, any agreed upon specifications and the terms of this Agreement and the applicable Customer Order.

     6.3     Product Warranty. Inotiv represents and warrants that at the time of delivery of a Product (except when delivery is undertaken by Customer itself, by Customer’s contracted shipper, or at Customer’s risk, in which case, the Product warranty applies solely at the time of loading at Inotiv’s facility by the applicable courier) that such Products will materially conform to the specifications set forth in the applicable Purchase Order or Customer Order (“Limited Warranty”).

     6.4     No Implied Warranties.  EXCEPT FOR THE WARRANTIES SET FORTH IN THIS SECTION 6, INOTIV MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE PRODUCTS OR SERVICES, INCLUDING ANY (A) WARRANTY OF MERCHANTABILITY; (B) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (C) WARRANTY OF TITLE; OR (D) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE. WITHOUT LIMITING THE SCOPE OF THE FOREGOING, INOTIV EXPRESSLY REITERATES THAT IT DOES NOT WARRANT OR REPRESENT THAT THE PRODUCTS OR THE RESULTS OF THE SERVICES WILL BE ACCEPTABLE TO ANY REGULATORY OR GOVERNMENTAL AGENCY TO WHICH THEY MAY BE PRESENTED OR THAT THE PRODUCTS OR THE RESULTS OF THE SERVICES WILL ENABLE THE CUSTOMER TO FURTHER DEVELOP, MARKET OR OTHERWISE EXPLOIT ANY PRODUCT OR SERVICE.

     6.5     Non-conforming Services or Products.

(a)     Within twenty-one (21) days of receipt, Customer must promptly inspect the Products and any Service deliverables. Failure of Customer to properly and timely notify Inotiv, in accordance with such section, of any claimed nonconformity shall result in the Customer’s waiver of any claims pursuant to Inotiv’s Limited Warranty.

(b)     If customer timely notifies Inotiv of any nonconforming Products or Services, Inotiv shall, in its sole discretion if it confirms that the Products or Services are nonconforming, (i) replace such nonconforming Products with conforming Products or reperform such nonconforming Services, or (ii) credit or refund the price for such nonconforming Products or Services.

(c)     Inotiv shall not be liable for a breach of the warranty set forth in Sections 6.2 or 6.3 unless: (i) Customer gives written notice of the non-conforming Products or Services, as the case may be, reasonably described, to Inotiv in the period of time set forth in Section 6.5, and (ii) Inotiv is given a reasonable opportunity after receiving the notice of breach of the warranty to either (1) examine such Products on-site and; or (2) Customer (if requested to do so by Inotiv) returns such Products to Inotiv’s place of business at Inotiv’s cost for the examination to take place there; and (iii) Inotiv reasonably verifies customer's claim that the Products or Services are non-conforming.

(d)     Inotiv shall not be liable for a breach of the warranty set forth in Sections 6.2 or 6.3 if: (i) Customer makes any further use of such Products or Service deliverables after giving such notice; (ii) the defect arises because Customer failed to follow Inotiv’s oral or written instructions as to the storage, use or maintenance of the Products or Service deliverables; or (iii) Customer alters such Products without the prior written consent of Inotiv. With respect to (iii), any Product or Service deliverable that is delivered frozen must be stored in a freezer (generally minus 20 degrees Celsius), in accordance with industry standard for storage of such material, and consistent with any recommended storage instructions supplied by Inotiv, prior to use of the material. 

     6.6     Exclusive Remedies.  THE REMEDIES SET FORTH IN SECTION 6.5 ARE THE CUSTOMER'S SOLE AND EXCLUSIVE REMEDY AND INOTIV’S ENTIRE LIABILITY FOR ANY BREACH OF INOTIV’S WARRANTIES SET FORTH IN THIS SECTION 6. 

     6.7     Waiver of Damages.  IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY LOST REVENUES OR PROFITS OR ANY SPECIAL, CONSEQUENTIAL, PUNITIVE OR INCIDENTAL DAMAGES, WHETHER OR NOT FORESEEABLE AND WHETHER OR NOT A PARTY WAS ADVISED OF SUCH LOSSES/DAMAGES IN ADVANCE, RELATING TO THIS AGREEMENT OR THE SUBJECT MATTER HEREOF, ANY CUSTOMER ORDER OR THE SERVICES, WHETHER SUCH LIABILITY IS IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR BREACH OF STATUTORY DUTY) OR OTHERWISE.

Section 7.     Indemnification.

     7.1.     Inotiv Indemnity.  Inotiv shall indemnify, defend and hold harmless Customer, its Affiliates and their respective directors, officers, employees, and agents (collectively, the “Customer Indemnitees”), from and against all actions, causes of action, claims, demands, losses, liabilities, damages and expenses, including reasonable attorneys’ fees and costs incurred by any Customer Indemnitee in connection with a third party claim (collectively, “Losses”) to the extent arising from (a) any material breach by Inotiv of its representations, warranties, covenants or obligations under this Agreement, or (b) any negligent, reckless, intentional, or illegal conduct of Inotiv or its Affiliates, employees, agents or subcontractors in the performance of its obligations under this Agreement or any Customer Order, (c) any assertion that any deliverable or Service provided by Inotiv hereunder or any component or part thereof, infringes, misappropriates or violates any patent right, copyright right, trade secret, or other proprietary right of any third party. This indemnity will not apply to the extent that the Losses result from the negligence or willful misconduct of Customer.

     7.2     Customer Indemnity.  Customer shall indemnify, defend and hold harmless Inotiv, its Affiliates and their respective directors, officers, employees, and agents (collectively, the “Inotiv Indemnitees”), from and against all Losses incurred by a Inotiv Indemnitee to the extent arising from (a) any material breach by Customer of its representations, warranties, covenants or obligations under this Agreement, or (b) any negligent, reckless, intentional, or illegal conduct of Customer or its Affiliates, employees, agents or subcontractors in the performance of its obligations under this Agreement or any Customer Order, or (c) the research, development, manufacturing, commercialization, or use of any Confidential Information of Customer, Deliverables, or work product resulting from the Services, or (d) personal injury or property damage caused by the Confidential Information or work product resulting from the Services, or (e) any actual or alleged infringement by any Deliverable or Material of a third-party’s patent or other intellectual property rights.. In addition, Customer shall indemnify Inotiv Indemnitees from and against all actions, causes of action, claims, demands, losses, liabilities, damages and expenses, including reasonable attorneys’ fees and costs incurred by any Customer Indemnitee in connection with Customer Material. This indemnity will not apply to the extent that the Losses result from the negligence or willful misconduct of Inotiv or its employees, Affiliates or subcontractors.

     7.3     Indemnity Procedure.  If a claim occurs under Section 7.1 or Section 7.2, the indemnified party will (a) promptly notify the indemnifying party of the claim; (b) use commercially reasonable efforts to mitigate the effects of the claim; (c) reasonably cooperate with the indemnifying party in the defense of the claim; and (d) permit the indemnifying party to control the defense and settlement of the claim, all at the indemnifying party’s cost and expense; provided that the indemnifying party shall not settle or compromise any claim without the prior written consent of the indemnified party, which consent shall not be unreasonably withheld, delayed or conditioned.

     7.4     Subpoena.  In the event a subpoena or other court order requiring personal appearance or production of documents is received by Inotiv in respect of litigation that Customer is a party or is otherwise involved in and to which Inotiv is not a party, Customer shall promptly compensate Inotiv for all costs and expenses (including reasonable legal fees and expenses) reasonably relating to responding to such subpoena or other court order and any internal investigations related thereto. Inotiv shall have the right to choose its own counsel, for which Customer shall be responsible for all costs and expenses, to represent Inotiv thereto.

Section 8.     Limitation of Liability.

Limitation on Liability. IN NO EVENT SHALL EITHER PARTY OR ANY PARTY AFFILIATE’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE, RECKLESSNESS, INTENTIONAL ACTS OR STRICT LIABILITY), OR OTHERWISE, EXCEED THE AMOUNT PAID TO THE APPLICABLE INOTIV ENTITY BY THE CUSTOMER FOR THE APPLICABLE PRODUCT(S) AND/OR SERVICE(S) UPON WHICH THE CLAIM IS BASED.

THE LIMITATION OF LIABILITY AND WAIVER OF DAMAGES SET FORTH IN THIS AGREEMENT SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW. NOTHING CONTAINED HEREIN IS INTENDED TO EXCLUDE OR LIMIT ANY LIABILITY FOR (I) DEATH OR PERSONAL INJURY CAUSED BY A PARTY'S NEGLIGENCE OR (II) FRAUD. THE FOREGOING LIMITATIONS OF LIABILITY SHALL NOT APPLY TO DAMAGES RESULTING FROM A PARTY’S BREACH OF ITS OBLIGATIONS RELATED TO INDEMNIFICATION, CONFIDENTIAL INFORMATION OR INTELLECTUAL PROPERTY CONTAINED IN THIS AGREEMENT NOR TO ANY DAMAGE ARISING OUT OF THE INTENTIONAL, WILLFUL OR WANTON MISCONDUCT OF A PARTY NOR SHALL THEY LIMIT THE ABILITY OF A PARTY TO PURSUE INJUNCTIVE RELIEF UNDER THIS AGREEMENT. 

Section 9.     Insurance.

 During the term of this Agreement, Inotiv shall, at its own expense, obtain and maintain in full force and effect insurance which is customary and reasonable in connection with its obligations and liabilities under this Agreement, including, without limitation, commercial general liability, products and completed operations, and professional errors and omissions liability insurance sufficient to cover its obligations under this Agreement and workers’ compensation insurance in accordance with applicable statutory requirements.

Section 10.    Cancellation and Termination.

     10.1     If the Customer does not request cancellation or modification of a submitted order within forty‑eight (48) hours of submission, and such order is subsequently accepted by Inotiv, the Customer Order shall be deemed final for purposes of cancellation and modification. Any cancellation or modification thereafter shall be subject to the cancellation fees and other non‑cancelable costs set forth in this Agreement and the applicable Customer Order

     10.2     Inotiv may terminate this Agreement or any Customer Order, without prejudice to other rights or remedies available under this Agreement or by law, by giving written notice of termination to Customer in the event of a material breach by Customer of its obligations under this Agreement or the applicable Customer Order, unless such breach is cured within thirty (30) days after receipt of written notice.

     10.3     Inotiv may terminate this Agreement or any Customer Order immediately upon written notice to Customer in the event that Customer (a) has commenced a voluntary proceeding under any insolvency law, or (b) had an involuntary proceeding commenced against it under any insolvency law which has continued undismissed or unstayed for sixty consecutive days, or (c) had a receiver, trustee or similar official appointed for it or for any substantial part of its property, or (d) made an assignment for the benefit of creditors, (e) had an order for relief entered with respect to it by a court of competent jurisdiction under any insolvency law, or (f) becomes, or any of its Affiliates or any of their respective directors, officers, employees, agents, managers, or direct or indirect owners becomes, listed on any applicable sanctions or restricted party list (including, without limitation, any “Specially Designated Nationals” list) or otherwise becomes subject to economic or trade sanctions, which, in Inotiv’s reasonable judgment, impairs or creates additional legal or business risk with respect to the continuation of this Agreement or any Customer Order or otherwise results in a breach of the Compliance with Laws provisions of this Agreement. For purposes hereof, the term “insolvency law” means any applicable bankruptcy, insolvency or other similar law now or hereafter in effect.

     10.4     Inotiv may terminate this Agreement or any Customer Order for convenience upon ten (10) days’ written notice to Customer, without prejudice to any other rights or remedies available under this Agreement or applicable law.

     10.5     In the event of cancellation or termination, unless otherwise agreed by the Parties, Inotiv shall cease performance of the applicable Services. Thereafter, Inotiv will use commercially reasonable efforts to mitigate any remaining liability Customer may have to Inotiv or any third parties in connection with Inotiv’s performance of the Services. Customer will promptly pay Inotiv for all Services performed up to the date of cancellation or termination and reasonable non-cancelable costs incurred in connection with the Services, in accordance with the terms of this Agreement and the applicable Customer Order. Any funds held by Inotiv which shall be shown by Customer to be unearned at the date of cancellation or termination shall be returned to Customer within thirty (30) days after the effective date of such cancellation or termination. Customer shall further be required to pay any early termination fees set forth in this Agreement or Customer Order hereunder.

     10.6        The termination or expiration of this Agreement or any Customer Order shall not relieve either party of any obligations that are expressly indicated to survive termination or expiration and shall be without prejudice to any rights that shall have accrued to the benefit of any party prior to such termination or expiration. The rights and obligations of Customer and Inotiv, which have validity beyond termination or expiration of this Agreement (including, without limitation, rights with respect to intellectual property, confidentiality, indemnity and limitations of liability) shall survive the termination or expiration of this Agreement or any Customer Order. 

Section 11.     Miscellaneous.

     11.1     Independent Contractor.  The parties to this Agreement are independent contractors and nothing contained in this Agreement shall be construed to place the parties in the relationship of employer and employee, partners, principal and agent, or joint venturers. Neither party shall have the power to bind or obligate the other party nor shall either party hold itself out as having such authority. 

     11.2     Force Majeure.  Inotiv shall not be liable or responsible to the Customer, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing under this Agreement, when and to the extent such failure or delay is caused by or results from acts beyond Inotiv’s reasonable control, including, without limitation, the following force majeure events ("Force Majeure Event(s)"): (a) acts of God; (b) flood, fire, earthquake, weather, disease, epidemic, pandemic, or explosion; (c) war, insurrection, invasion, hostilities and terrorist threats or acts (whether war is declared or not), and other civil strife, riots, acts of civil or military authority, and acts of animal activism; (d) government order, law, or actions; (e) embargoes or blockades in effect on or after the date of this Agreement; (f) national or regional emergency; (g) failure or impairment of Inotiv’s usual sources of supply, (h) widespread internet outages; (i) denial-of-service or other malicious attacks; (j) failures or material degradation of third-party hosting, cloud, telecommunications, or content delivery networks; (k) material defects, bugs, or failures in third-party software, platforms, or integrations beyond a Party’s reasonable control; and (l) systemic power grid failures or data center incidents not caused by the affected Party; and (m) other events beyond the reasonable control of Inotiv . Inotiv shall give notice of the Force Majeure Event to the Customer, stating the period of time the occurrence is expected to continue. Inotiv shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. Inotiv shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause. If Inotiv’s failure or delay remains uncured for a period of 30 days following written notice given by it under this section, either Party may thereafter terminate the applicable order or this Agreement upon delivery of no less than 14 days prior written notice to the other Party. Force Majeure shall not apply to a Party’s obligation to pay money.

     11.3     Entire Agreement; Amendments.  This Agreement and the appendices and attachments hereto (including the Customer Order) contain the entire understanding of the parties with respect to the Services or Products and supersede any prior written or oral communications. No amendment to this Agreement will be binding on either party unless it is in writing and signed by each party. Notwithstanding the foregoing, continued use of Inotiv’s online ordering portal after any updates constitutes acceptance of the then-current Agreement, subject to any applicable notice and amendment requirements herein.

     11.4     Binding Effect; Assignability; Third Party Beneficiaries. The terms of this Agreement will bind Customer and Inotiv and their respective successors and permitted assigns. Notwithstanding the foregoing, this Agreement is not assignable in whole or in part by Inotiv without the prior written consent of Customer. No parties other than Customer and Inotiv and their respective Affiliates and permitted assigns will have any rights by virtue of this Agreement.

     11.5     Subcontractors.  Inotiv may engage one or more subcontractors to perform its obligations under this Agreement. Inotiv will remain fully responsible to Customer for the performance of all obligations delegated to any subcontractor.

     11.6     Waivers.  Failure or delay by either party to exercise any right or remedy under this Agreement shall not be deemed to be a waiver of that right or remedy, or prevent it from exercising that or any other right or remedy on that occasion or on any other occasion.

     11.7     Partial Invalidity.  If any provision of this Agreement is declared void, illegal or unenforceable, the remainder of this Agreement will be valid and enforceable to the extent permitted by Applicable Law. In such event, the parties will use their best efforts to replace the invalid or unenforceable provision by a provision that, to the extent permitted by Applicable Law, achieves the purposes intended under the invalid or unenforceable provision.

     11.8     Notice.  Any notice or other communications given pursuant to this Agreement shall be in writing and shall be effective either when delivered personally, or five (5) days following deposit of the same into the United States mail (certified mail, return receipt requested), or one (1) day following the deposit of the same with an overnight or other express delivery service, addressed as follow:..

If to Inotiv:
Inotiv, Inc.
Att. General Counsel
8520 Allison Pointe Boulevard, Suite 400
Indianapolis, Indiana 46250
USA

If to Customer:
To the address set forth in the applicable Customer Order.

Notwithstanding any contrary notice provision in the Agreement, the Parties consent to the electronic delivery and receipt of notices, invoices, statements, order acknowledgments, service updates, change orders, and other routine communications via (a) email to the contact(s) designated in the applicable Customer Order or customer portal profile, and/or (b) postings or secure messaging within Inotiv’s online portal, provided that portal-posted notices are accompanied by an email alert stating that a notice has been posted; provided, however, that the forgoing consent regarding electronic delivery shall not apply to notices related to alleged breach or default by Inotiv in the performance of this Agreement.

In addition, with respect to any formal notice sent to Inotiv, a copy of the notice shall, on the same day, be sent by email to contacts@inotiv.com and legalcontracts@inotiv.com, attn: General Counsel – Legal Department.

     11.9     Governing Law and Venue.  This Agreement shall be construed and enforced in accordance with the laws of the State of Indiana, without regard to its conflict of laws provisions. All actions and proceedings under this Agreement shall be brought exclusively in a state or federal court of competent subject matter jurisdiction in Marion County, Indiana. Each Party hereby waives (i) any objection which it may have at any time to the venue of the proceedings in any such court, (ii) any claim that such proceedings have been brought in an inconvenient forum and (iii) the right to object, with respect to such proceedings, that such court does not have any jurisdiction over such Party. IN ANY CONTROVERSY OR CLAIM, WHETHER BASED IN CONTRACT, TORT OR OTHER LEGAL THEORY, ARISING OUT OF OR RELATING TO THIS AGREEMENT, CUSTOMER ORDERs, OR ANY RELATED DOCUMENTS, THEIR NEGOTIATION, ENFORCEABILITY OR VALIDITY, OR THE PERFORMANCE OR BREACH HEREOF OR THE RELATIONSHIPS ESTABLISHED HEREUNDER, ALL PARTIES HEREBY WAIVE THEIR RIGHT TO TRIAL BY JURY. The Parties agree that the United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

     11.10     Electronic Signatures and Electronic Records. To the fullest extent permitted by Applicable Law, the Parties agree that electronic signatures (including typed names, click-to-accept actions, scanned, facsimile, DocuSign, or other electronic signature tools) and electronic records (including portal-displayed terms, order confirmations, invoices, amendments, change orders, statements of work, and notices stored in electronic form) are legally valid and enforceable as originals.  

     11.11     Headings. The headings of each section and paragraph are for reference only and shall not affect the interpretation or construction of this Agreement. 

     11.12     Counterparts. Any document under this Agreement may be executed and delivered electronically in counterparts and shall have the same force and effect as an original. A signed counterpart may be delivered by any reasonable means, including facsimile or other electronic transmission. 

Revised May 29, 2026