Consulting Services

ICSDS will perform the services subject to this project described above (“the Services”). ICSDS shall not render advice concerning whether the Client complies with federal, state or local laws or regulations. ICSDS shall not be responsible for Client’s implementation of audit findings. The Scope of Service does not include assistance in post-audit enforcement proceedings unless expressly incorporated

If ICSDS is required to perform other services in connection with litigation or other disputes between Client and a third party, Client will compensate ICSDS at its then prevailing rates.

All requested (M)SDS that are subject to revision/ authoring, after submission of the compositional information and all relevant, necessary information by Client to ICSDS, are considered agreed project(s) and in the event Client terminates this Agreement prior to completion of the Services incomplete or partially, it shall pay ICSDS for those completed Services by termination date.

Customer agrees to pay all ICSDS invoices within fifteen days (NET-15) of the invoice date.

ICSDS provides services exclusively to Customer, who is solely responsible for payment. Customer agrees that payment of any invoice(s) shall not be predicated upon Customer receiving payment and/or funding from a third party not explicitly associated with this agreement.

ICSDS shall make a good-faith effort to resolve payment disputes without third-party intervention. Should these good-faith efforts fail to resolve said payment disputes, Customer further agrees that if any of its unpaid invoices are placed with a collection agency or attorney for collection, ICSDS shall be entitled to collect its collection agency fees, reasonable attorney’s fees, and/or court costs from Customer regardless of whether or not the matter is settled out-of-court or litigated.

Client shall provide ICSDS with all data and information necessary to perform the Services. ICSDS may rely on the accuracy and completeness of the data supplied to it. Data and information provided in electronic format must be readable using software available to ICSDS without payment of additional licensing fees by ICSDS.

Client shall be responsible for all mandatory reporting obligations imposed by federal, state or local law.

When Services are performed at Client’s facilities, Client shall make a safe workspace available to ICSDS. Client shall provide all site safety rules to ICSDS in advance, and ICSDS personnel shall comply with safety rules received in advance.

ICSDS shall hold in confidence all information designated as confidential by Client or developed by ICSDS in connection with the Services for a period of five (5) years. ICSDS shall disclose confidential information to third parties only with the consent of Client. No information is confidential if it (a) was previously known by ICSDS (b) was developed by ICSDS without Client’s information, (c) has become part of the public domain except by ICSDS’s violation of this Agreement, or (d) was provided to ICSDS by a third party having no duty of confidentiality to Client. Third parties as used hereunder shall not include affiliates of ICSDS, agents, and subcontractors provided that disclosure is necessary to accomplish the objectives hereunder and that such affiliates, agents, and subcontractors agreed to abide by the confidentiality terms of this Agreement.

ICSDS warrants that it has the requisite skill and experience to perform the Services in accordance with industry standards and that the Services will be so performed. ICSDS represents and warrants that in performing the Services, it will not infringe any intellectual property rights of any third party.

ICSDS MAKES NO WARRANTIES, INCLUDING WARRANTIES OF FITNESS FOR USE OR OF MERCHANTABILITY, EXCEPT AS PROVIDED IN SECTION 5. UNDER NO CIRCUMSTANCES SHALL ICSDS BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES FROM ALLEGED NEGLIGENCE, BREACH OF WARRANTY, STRICT LIABILITY OR ANY OTHER LEGAL THEORY, ARISING OUT OF THE PERFORMANCE OF THE SERVICES OR THE USE OF RESULTS DELIVERED HEREUNDER. ICSDS’S SOLE LIABILITY AND CLIENT’S SOLE REMEDY AND FOR ALL CLAIMS IN THE AGGREGATE SHALL BE LIMITED TO MONETARY DAMAGES IN AN AMOUNT NO MORE THAN THE TOTAL AMOUNT OF THE PAYMENTS MADE BY CLIENT FOR SERVICES PERFORMED HEREUNDER. The parties acknowledge and agree that the price stated for the Services reflect the allocation of risk and liability assumed by the parties hereunder and is a consideration in limiting ICSDS’s liability.

ICSDS’s Services under this Agreement are solely for the benefit of Client, and no other party is intended to benefit or have rights hereunder. Once ICSDS provides deliverables (SDSs) to Client, Client maintains full ownership to distribute or revise as Client sees fit. However, any reuse without written revisions by ICSDS for the specific purpose intended is at Client’s sole risk, without liability to ICSDS. If ICSDS revises a deliverable for reuse, Client will compensate ICSDS at its then prevailing rates.

ICSDS shall have no liability to Client if, in good faith, it elects to submit information in accordance with mandatory reporting obligations.

Neither party shall be liable for any unanticipated delay or failure to perform the Services due to any Force Majeure circumstances beyond its reasonable control, including delay caused by a governmental agency or by a third party.

Client agrees to indemnify, defend, and hold ICSDS harmless against any and all claims, liabilities, losses, costs, or expenses including attorney’s fees, arising out of Services provided by ICSDS to Client, except as to such claims, liabilities, losses, costs, or expenses, including attorney’s fees, which are solely caused by the gross negligence or willful misconduct of ICSDS.

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all previous negotiations, comments and writings by the parties with respect to the subject matter hereof. No other terms shall be valid, including additional or inconsistent terms, unless expressly consented to in writing signed by an authorized representative of the parties.