This Technology Transfer Liability Release Waiver (the "Waiver") is entered into as of 8/19/2024, by and between:
Arminak Solutions, LLC, a California Limited Liability Company, with its principal place of business at 1350 Mountain View Circle, Azusa, CA 91702 ("Recipient").
WHEREAS, the Provider owns or controls certain formulation, technology, intellectual property, and/or related assets described in Exhibit A (the "Technology");
WHEREAS, the Recipient desires to obtain a license to use, develop, and/or commercialize the Technology;
WHEREAS, the Provider is willing to provide the Technology to the Recipient subject to the terms and conditions set forth in this Waiver;
NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties agree as follows:
1. Transfer of Technology
The Provider agrees to transfer to the Recipient, and the Recipient agrees to accept, the Technology described in Exhibit A.
2. No Warranty and Release of Liability
No Warranty: The Technology is provided "as-is," and the Provider makes no representations or warranties of any kind, express or implied, regarding the Technology's quality, performance, merchantability, fitness for a particular purpose, or non-infringement of third-party rights.
Release of Liability: To the fullest extent permitted by law, the Recipient hereby releases, discharges, and holds harmless the Provider, its affiliates, officers, directors, employees, agents, and representatives (collectively, the "Released Parties") from any and all claims, demands, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or in connection with the use, development, or commercialization of the Technology.
3. Indemnification
Indemnity: The Recipient agrees to indemnify, defend, and hold harmless the Released Parties from and against any and all claims, demands, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or related to (a) any breach by the Recipient of this Waiver, (b) the Recipient's use, development, or commercialization of the Technology, or (c) any claims that the Technology infringes the intellectual property rights of any third party.
4. Confidentiality
Confidential Information: The Recipient agrees to maintain the confidentiality of any proprietary or confidential information disclosed by the Provider in connection with the Technology and to use such information solely for the purposes authorized under this Waiver.
5. Governing Law
This Waiver shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law principles.
6. Dispute Resolution
Any disputes arising out of or in connection with this Waiver shall be resolved through mediation in Los Angeles, California, in accordance with the rules of Mediation Organization.
7. Entire Agreement
This Waiver constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral, relating to such subject matter.
8. Amendments
No amendment or modification of this Waiver shall be valid or binding unless made in writing and signed by both parties.
IN WITNESS WHEREOF, the parties hereto have executed this Technology Transfer Liability Release Waiver as of the date first above written.
9. Severability
If any provision of this Waiver is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
10. Chemical Excess Liabilities
Every chemical has an MOQ from the raw material supplier along with the statement of the shelf-life of those raw materials. Adonis takes care of generic chemicals liability. Customer is responsible for the excess liabilities, if any, for unique chemicals only used in their formula(s).
A separate PO will need to be issued to cover the liabilities. All the unique chemical excess stays at Adonis for 3 months. At the end of three months, customer will need to provide a solution to when the chemicals will be consumed. Adonis will credit the customer to the respective POs until the chemicals are fully consumed.
In the event the chemicals expire, the customer will be responsible for the destruction fee. Adonis will connect the customer and 3rd party company directly for payment. Adonis will facilitate the destruction of the raw materials on behalf of the customer.