1. Title and Risk- (a) The legal title to the Raw Materials, work in process and finished or semi- finished Products shall at all times remain with Company. HCPS will not take any action that will subject the Raw Materials, work in process or finished Products to a claim of a third party and shall keep them free from pledge, hypothecation, assignment, or transfer to third parties without Company’s written consent. HCPS hereby grants Company a security interest in the Raw Materials. HCPS shall execute such documents as may be reasonably requested by Company confirming that Company has legal title to, and subject to the provisions of this Agreement, the exclusive right to possession of, the Raw Materials and Products, including any security agreement or financing statement recognizing or perfecting Company’s interest in the Raw Materials, work in process and finished Products while in HCPS’s possession.
2. b) Risk of Loss. Risk of loss or damage of Raw Materials shall remain with Company until such time as HCPS begins to move the particular unit of Raw Materials for processing or such Raw Materials are received by HCPS into HCPS’s production system, whichever occurs first, at which time risk of loss or damage shall transfer to HCPS. Thereafter, HCPS will have the risk of loss, and be responsible, for the custody, care, and control of the Raw Materials and work in process until the finished Products are loaded by HCPS on carriers nominated by Company for

2. Warranty- The Product shall comply with the Quality as specified in clause 2. While reasonable care is taken to minimize loss of product during tolling, no guarantee can be made regarding the minimum amount of product loss. If Company discovers the Product does not meet the Quality (“Non – conforming Product”), the Company shall notify HCPS no later than 3 months from the date of shipment of the Product. In the event of a non-conforming Product, Company will be credited for the value of the processing only for the material weight in

3. SDS and Safety- Company represents that the information on the SDS sheet provided to HCPS for the Product is complete and accurate and is the information upon which HCPS will fully rely for the handling of the

Company further warrants that all Product supplied to HCPS hereunder will conform to the SDS Sheet Specifications.

Company represents and warrants that the Product does not and will not infringe the valid intellectual property rights of any third party.

4. Indemnification- Company shall defend, indemnify, and hold HCPS and its employees, managers, officers, and shareholders harmless against any loss, including reasonable legal fees, to the extent such loss arises from Company’s breach of any representation or warranty set forth in Clause 11 any material breach of any other provision of this

5. Limitation of Liability- ANYTHING ELSE HEREIN OR IN ANY OTHER RELATED DEOUCMENT EXPRESSED OR IMPLIED TO THE CONTRARY NOT WITHSTANDING, IN NO EVENT SHALL HCPS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR LIQUIDATED DAMAGES WHATSOEVER, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER LEGAL IN NO EVENT WILL HCPS’S LIABLITY EXCEED THE VALUE OF THE PRICE FOR THE TOLLING SERVICE IN THIS AGREEMENT.

6. Force Majeure- Acts of God, fires, floods, weather, epidemics, global supply chain shortages, war, or other cause(s), in each case that are beyond the reasonable control of a PARTY which are not caused by acts or omissions of the PARTY affected and which prevent PARTY from providing or procuring the service or PARTY from receiving the service or either PARTY from performing under this AGREEMENT (“FORCE MAJEURE EVENT”), will suspend the affected PARTY’s respective obligations under this AGREEMENT during the period of such a FORCE MAJEURE The affected PARTY will promptly notify the other PARTY of the FORCE MAJEURE EVENT and its cause. If the period of the FORCE MAJEURE EVENT lasts longer than forty-five (45) calendar days then either PARTY is entitled, at any time thereafter, while such FORCE MAJEURE EVENT continues, to terminate this AGREEMENT without any penalty, liability, or further obligation therefore, immediately upon notice to the other PARTY.

7. Governing Law and Dispute Resolution- This Agreement shall be governed and construed in accordance with the laws of the State of North Carolina and may be signed in counterparts, each of which will be deemed an original but all of which together will constitute one and the same

8. Miscellaneous- This Agreement may be signed in counterparts, each of which will be deemed an original but all of which together will constitute one and the same instrument. All schedules listed in this Agreement are attached hereto, made a part hereof, and incorporated by reference