The following Terms apply to all Services performed and/or Goods provided by MPW. All transactions between MPW and Purchaser are expressly limited to, and conditioned upon, acceptance of the Agreement, and no provision, printed or otherwise, contained in any order, acceptance, confirmation, or acknowledgement which is inconsistent with, different from, or in addition to, the Agreement is accepted by MPW unless specifically agreed to in a separate written agreement signed by both MPW and Purchaser. In the case of MPW, any such written agreement must be signed by the General Manager or an officer in order to be effective. Acceptance of Purchaser’s orders by MPW is subject to verification of Purchaser’s creditworthiness.

1) DEFINITIONS:

a. “Agreement” means the Terms together with MPW’s quotation of the scope of work and rates.

b. “Goods” are defined as items purchased by Purchaser from MPW for ownership by Purchaser.

c. “MPW” means either MPW Industrial Water Services, Inc. or MPW Industrial Water Services of Canada Corp. (depending on whether Services/Goods are provided in the US or Canada).

d. “Party” or “Parties” means either MPW or Purchaser, or both MPW and Purchaser.

e. “Purchaser” means the customer, or such customer’s owner, or any subsidiary or affiliate thereof, that might purchase Services or Goods from MPW.

f. “Services” are defined as all labor and transportation supplied by MPW, and all MPW-owned (i) equipment; (ii) supplies; (iii) materials; (iv) tools; and (v) miscellaneous items.

g. “Terms” means these Standard Terms and Conditions for Water Treatment Services & Sale of Goods.

2) TIME LIMIT; TERM; TERMINATION; SUSPENSION.

a. Unless otherwise specified in MPW’s quotation: i. all quotations of pricing made by MPW are valid for a period of thirty (30) days; ii. for Services, the term of the Agreement is thirty (30) days, and iii. for Goods, the term of the Agreement is until the delivery of, and payment for, the Goods are properly completed.

b. For Services, after such 30-day term, or the differing term stated in MPW’s quotation, either Party may terminate the Agreement for any reason or no reason upon 30 days notice to the other Party.

c. The Parties shall have the right to terminate or suspend any and all performance of Services or delivery of Goods upon written notice to the other Party if such other Party is placed in bankruptcy, or if a receiver be appointed for its properties, or if it makes an assignment for the benefit of creditors.

d. MPW shall have the express right to terminate or suspend any and all performance of Services or delivery of Goods if amounts due are continually late and/or not paid by Purchaser.

e. Any termination by Purchaser shall result in Purchaser paying any termination fees outlined in MPW’s quotation. Purchaser agrees that any such termination fees are not subject to limitations on types or amounts of damages, and that any such termination fees are not a penalty but a reasonable estimate of costs incurred by MPW that cannot be specifically calculated.

3) RATES AND PAYMENT TERMS.

a. The rates for Services and/or Goods are set forth in MPW’s quotation and should be mirrored (including any footnotes, surcharges, or policies) in any Purchaser order.

b. Rate increases may be based on demonstrated increases in rates for the same or similar services or on general increases in MPW's costs. Unless otherwise specified, the rates are subject to change at MPW’s discretion upon thirty (30) days written notice.

c. For clarity, it is recognized by Purchaser that MPW’s rates apply to the entire duration of time that MPW’s equipment is at Purchaser’s site regardless of whether or not the equipment is used or any suspension or delay in operations.

d. Purchaser shall make payment to MPW in net thirty (30) days after delivery of MPW’s invoice to Purchaser.

e. In the event Purchaser disputes any portion of any invoice, Purchaser shall give MPW written notice of such disputed portion within ten (10) days after Purchaser’s receipt of such invoice and shall pay to MPW the undisputed portion of the invoice without delay. Once any disputed portion is settled, Purchaser shall pay the settled amount, if any, within the original payment timeframe, or if such original timeframe has already elapsed then payment shall be due immediately. If Purchaser fails to pay any invoiced amounts when due, interest will accrue on each unpaid amount at the rate of 10% per annum, or the maximum amount allowed by law if less, from the date due until paid according to the provisions of these Terms. Interest shall not be charged on any disputed invoice item that is finally resolved in Purchaser 's favor.

4) TAXES.

a. All rates are exclusive of any present or future federal, state, municipal tax with respect to the Services and/or Goods covered hereby, or any other present or future excise tax upon or measured by the gross receipts from this transaction or any allocated portion thereof, or by the gross value of the Services and/or Goods purchased. All taxes will be charged as a separate line item on MPW’s invoice unless Purchaser provides MPW with a valid tax exemption certificate.

5) WARRANTY; DISCLAIMERS.

a. Services: MPW warrants that all Services will be performed in a good and workmanlike manner, in accordance with industry practice, and in conformance with the specifications set forth in MPW’s quotation. The Services warranty will last until the effluent water passes to Purchaser's connection point.

b. Goods:

i. In the case that Purchaser is purchasing specially designed water treatment equipment manufactured by MPW, then MPW warrants that such water treatment equipment will conform to the specifications set forth in MPW’s quotation for such water treatment equipment, and the term of the warranty will be for one (1) year from the date of delivery of the water treatment equipment to the Purchaser facility.

ii. For the resale by MPW of Goods not manufactured by MPW, any such Goods that are covered by a manufacturer’s warranty are sold with the manufacturer’s warranty extended to you upon written request and only to the extent allowed by the manufacturer’s warranty.

c. Disclaimers:

i. Goods Not Manufactured by MPW: MPW IS NOT RESPONSIBLE FOR ANY PRODUCT DEFECTS, DESIGN, OR RELATED ISSUES. MPW IS NOT RESPONSIBLE FOR ANY SHIPPING OR LABOR COSTS RELATED TO MANUFACTURER’S WARRANTY COVERAGE ON ANY SUCH GOODS. OTHER THAN REQUESTED MANUFACTURER’S WARRANTIES, MPW OFFERS NO WARRANTIES EXPRESSED OR IMPLIED FOR ANY SUCH GOODS. MPW DISCLAIMS AND PURCHASER HEREBY WAIVES ANY AND ALL WARRANTIES, EXPRESSED AND IMPLIED, INCLUDING, BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. ALL SUCH GOODS ARE PROVIDED “AS IS” AND PURCHASER HEREBY AGREES NEITHER MPW NOR MANUFACTURER ARE LIABLE FOR ANY DAMAGE OR LOSS OF ANY KIND WHATSOEVER IN CONNECTION WITH ANY SUCH GOODS PURCHASED BY PURCHASER. PURCHASER HEREBY ACKNOWLEDGES AND AGREES THAT PURCHASER’S SOLE REMEDY AGAINST ANY MANUFACTURER OF GOODS PURCHASED UNDER THIS AGREEMENT IS WHAT MAY BE COVERED BY THE MANUFACTURER’S WARRANTY AND EXTENDED TO PURCHASER AS DESCRIBED HEREIN, IF ANY.

ii. Services and Goods Manufactured by MPW: MPW’S WARRANTIES DO NOT APPLY TO ANY OF SUCH EQUIPMENT, PRODUCTS, SUPPLIES AND MATERIALS WHERE DAMAGE HAS DEVELOPED FROM IMPROPER HANDLING OR USE BY PURCHASER OR THIRD PARTIES NOT UNDER THE DIRECTION AND CONTROL OF MPW. THE COMBINATION OF SUCH EQUIPMENT, PRODUCTS, SUPPLIES AND MATERIALS WITH ANY PRODUCT OR CHEMICAL NOT EXPRESSLY APPROVED BY MPW WILL AUTOMATICALLY CANCEL ANY WARRANTIES. FURTHER, MPW IS RELEASED FROM ANY AND ALL SERVICE PERFORMANCE WARRANTIES IN THE EVENT THAT PURCHASER DOES NOT SUPPLY MPW WITH THE REPRESENTED QUALITY AND QUANTITY OF INFLUENT WATER OR THE CUSTOMER SUPPLIES. THERE ARE NO WARRANTIES, EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR OTHERWISE IN CONNECTION WITH PERFORMANCE OF THE SERVICES, OR THE PRODUCTS, SUPPLIES AND MATERIALS USED IN CONNECTION WITH SUCH PERFORMANCE. PURCHASER ACKNOWLEDGES AND AGREES THAT MPW’S PERFORMANCE OF SERVICES INVOLVES ONLY THE INDUSTRIAL APPLICATION OF NON-POTABLE WATER TO BE USED SOLELY FOR INDUSTRIAL PURPOSES. MPW SHALL NOT BE LIABLE TO ANY PARTY, INCLUDING PURCHASER, FOR THE MISUSE OR MISAPPLICATION OF WATER USED IN THE PERFORMANCE OF THE SERVICES.

6) CLAIMS PROCEDURE; REMEDIES.

a. In the event that either Party claims that the other Party is not meeting its obligations under the Agreement in any instance, then the claiming Party will so notify the non-claiming Party and the Parties will mutually investigate the cause of the claimed non-conformance. If the nonconformance is related to effluent water not meeting specifications, then MPW will dispatch available replacement/supplemental equipment to ensure effluent water within specifications prior to, or at the same time as, any mutual investigation. To the extent it is determined that MPW is responsible for the non-conformance, then MPW will be given a reasonable time to cure such non-conformance and shall not charge Purchaser for any related replacement/supplemental equipment that was dispatched. To the extent it is determined that Purchaser is responsible for causing the non-conformance, then Purchaser will pay for any related replacement/supplemental equipment that was dispatched, and cure such non-conformance or allow MPW to adjust the applicable rates to account for the impact of such non-conformance, or Supplier may cease Services if the uncured non-conformance cannot be mitigated by rate increases. The Parties agree that a cure by MPW is achieved once MPW is delivering the required quality and quantity of effluent water under the Agreement regardless of the equipment used by MPW to meet such requirements in the event of an operational non-conformance, or upon compliance with applicable law, regulation, or rule in the event of a claimed violation of the same. Where the MPW fails to cure within the time agreed between MPW and Purchaser, then Purchaser may:

i. instruct MPW to suspend performance of the Services immediately;

ii. negotiate modifications to the Agreement to account for MPW's failure; and/or

iii. terminate the Agreement, and upon termination:

1. instruct MPW to leave the Purchaser facility immediately;

2. MPW will remove all of its equipment and any other materials or supplies owned by MPW from the Purchaser facility immediately; and

3. for Services, claim damages from MPW in an amount equal to the direct, actual cost to replace the Services that is in excess of what Purchaser would have paid to MPW for equivalent Services; or

4. for Goods, return the Goods to MPW, or allow MPW to remove the Goods from Purchaser's facility, and receive an invoice credit for the agreed cost of the Goods.

7) CONSEQUENTIAL DAMAGES; LIMITATION OF LIABILITY.

a. MPW WILL NOT BE LIABLE FOR ANY LOST PROFITS, INDIRECT, SPECIAL, INCIDENTIAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, WHETHER ARISING UNDER WARRANTY, CONTRACT, NEGLIGENCE, STRICT LIABILITY, INDEMNIFICATION, OR ANY OTHER CAUSE OR COMBINATION OF CAUSES WHATSOEVER. THIS LIMITATION WILL APLLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. IN NO CASE WILL MPW’S LIABILITY EXCEED THE AMOUNT PAID TO MPW BY PURCHASER FOR THE SPECIFIC WORK GIVING RISE TO SUCH LIABILITY.

8) INSURANCE.

a. Upon request, MPW can provide a certificate of insurance to Purchaser evidencing Workers’ Compensation, Employer Liability, General Liability and Auto Liability coverages. Specific amounts of coverage will be outlined in the certificate, but are not less than as statutorily required. Under no circumstances will MPW's insurance policies name Purchaser or any related person or entity as additional insured, provide a waiver of subrogation, or be considered primary and noncontributory. Purchaser’s insurance shall include coverage for replacement costs of any damaged MPW property for which Purchaser may be liable under Section 13.

9) CONFIDENTIALITY.

a. The Parties hereto covenant and agree each with the other that any trade and other secret processes, information, data, or designs given, disclosed, or supplied by one to the other will at all times thereafter be kept confidential by such other Party and such other Party will not at any time thereafter disclose any such trade or other secrets, processes, information, data, and designs to any person, firm, or corporation whomsoever or whatsoever, except to the extent that the same is or are:

i. part of the public domain;

ii. in the prior possession or knowledge of the receiving Party;

iii. obtained by the receiving Party from third parties as a matter of right and without restrictions as to disclosure; or

iv. required to be disclosed to any federal, state or local court or agency, in which case, notice shall be given as soon as practicable to allow a Party to dispute the required disclosure in such court or agency.

10) INTELLECTUAL PROPERTY RIGHTS.

a. There shall be no transfer of rights to, or interest in, any intellectual property as part of the Services or otherwise under the Agreement, regardless of the ability to patent or otherwise protect such intellectual property. Each Party shall retain all right, title and interest in any documents, processes, know-how, trade secrets or other intangibles as the same were owned before this Agreement went into effect. Further, each Party shall retain all right, title and interest in any documents, processes, know-how, trade secrets or other intangibles developed by such party during the course of the Services or otherwise under the Agreement. Purchaser shall be allowed to keep copies of any reports or other documentation submitted to Purchaser by MPW that contains recommendations or other intellectual property created by MPW as part of the Services, but the same shall not be considered “work product” or “work made for hire” for purposes of determining ownership of, or any other rights to, the contents of such reports or documentation.

11) MUTUAL INDEMNITY.

a. For a maximum of twelve (12) months following the date of last Services provided by MPW under this Agreement, the Parties (each an “Indemnifying Party” or “Indemnified Party” according to the context) shall defend and indemnify each other from and against any claims asserted by, or any liability to (including related, reasonable attorneys’ fees), a third party, on account of any personal injury or death resulting from the Services to the extent such loss was caused by the negligence, wanton or willful act or omission, strict liability, or other legal fault of the Indemnifying Party. The Indemnified Party waives all obligations of defense and indemnity by the Indemnifying Party if the Indemnified Party does not provide written notice tendering the indemnification claim to the Indemnifying Party within ninety (90) days of Indemnified Party's actual knowledge of the underlying claim. The provisions of this section shall survive the termination of the Agreement.

12) INDEPENDENT CONTRACTOR.

a. MPW is an independent contractor for all purposes, without express or implied authority to bind Purchaser by contract or otherwise. Neither MPW nor its employees, agents or subcontractors are agents or employees of Purchaser, and therefore are not entitled to any employee benefits of Purchaser.

13) MPW’S PROPERTY AT PURCHASER’S SITE.

a. All equipment and tools or any other property furnished to Purchaser by MPW or specifically paid for by MPW for use in the performance of the Services will:

i. be and remain the property of MPW;

ii. be subject to removal at any time upon MPW’s demand;

iii. be maintained in good order and condition; and iv. clearly be identified as the property of MPW.

b. Purchaser assumes all liability for loss or damage, including replacement costs, to such MPW property at Purchaser’s site except to the extent any such damage is caused by MPW or others under the direction and control of MPW.

c. Purchaser’s liability under the this section applies regardless of any insurance coverage that MPW may, or is required to, carry on such property. For clarity, MPW is not required to make or submit any claim for insurance coverage as a condition to Purchaser’s obligation to reimburse or compensate MPW for such damage, and, if applicable, Purchaser is barred from making or submitting such a claim as additional insured. Purchaser acknowledges and agrees that replacement costs are necessary since damaged property may no longer function properly and will need to be replaced in order to adequately compensate MPW.

d. In the event MPW has raised concerns over damage that may be caused to MPW’s equipment due to impending hurricanes, tropical storms, or other inclement weather, and Purchaser has declined to allow MPW to remove MPW’s equipment from Purchaser’s site, then Purchaser will be responsible for securing and protecting MPW’s equipment against damage and will be solely liable, and shall reimburse or otherwise compensate MPW, for any and all damage to MPW’s equipment that is located on Purchaser’s site during any such hurricane, tropical storm, or other inclement weather.

14) PURCHASER’S SITE CONDITIONS; PURCHASER SUPPLIES.

a. Purchaser represents that the site for Services will be suitably firm and level for placement of MPW's equipment, and Purchaser will provide the represented quality and quantity of influent water, and other utilities common to water treatment services including, but not limited to, electricity, air, and any other items identified as being provided by Purchaser in MPW's quotation for the Services or Goods (collectively, "Purchaser Supplies").

15) PERMITS AND LICENSES

a. Purchaser recognizes and agrees that MPW does not obtain or maintain permits or licenses specific to any Purchaser site even though such permits or licenses may be necessary for performance of the Services (e.g. waste water permits).

16) MODIFICATION.

a. No change, modification, or waiver to this Agreement will be binding and valid unless it is accepted in writing and signed by an authorized representative of each Party.

17) ASSIGNMENT AND SUBORDINATION.

a. This Agreement may not be transferred or assigned by operation of law or otherwise, without the prior express written consent of the Party not initiating the assignment. Any transfer or assignment of rights, duties, or obligations hereunder without such consent will be void.

b. MPW may freely assign its rights to receive payment under the Agreement and its other various rights and remedies under the Agreement specifically excluding performance. If Supplier chooses to assign such rights to payment and/or such other rights and remedies, then Customer shall assist in such assignment by executing any necessary collateral assignment agreement or other agreement to effectuate the assignment.

c. As to MPW's equipment, Purchaser recognizes and agrees that any lease rights created by this Agreement are subject and subordinate to any lease rights held by MPW's financing institutions.

18) GOVERNING LAW.

a. All claims, actions or other disputes arising out of the Agreement will be controlled by the laws of the State of Ohio, United States of America. Any dispute arising hereunder shall be the exclusive jurisdiction of the Franklin County, Ohio courts and the Parties hereby submit to the personal jurisdiction of such courts and waive any argument of forum non-conveniens.

19) FORCE MAJEURE.

a. Neither MPW nor Purchaser will be liable for delay or default due to Acts of God, accident, riot, strike, war (declared or otherwise), embargo or government interference.

20) CONTRACT FORMATTING.

a. IF AND TO THE EXTENT ANY WAIVER, EXCLUSION, LIMITATION, INDEMNITY, OR OTHER PROVISION IN THIS AGREEMENT FAILS TO COMPLY WITH THE LAW OF THE STATE UNDER WHICH IT IS CONSTRUED DUE TO THE ABSENCE OF CAPITALIZATION OR OTHER GRAPHIC EMPHASIS, EACH PARTY WAIVES OBJECTION TO THE PROVISION ON THAT BASIS TO THE EXTENT PERMITTED BY LAW AND OTHERWISE AGREES TO BE ESTOPPED FROM RAISING SUCH OBJECTION IN ANY JUDICIAL PROCEEDING. IN DOING SO, EACH PARTY ACKNOWLEDGES THAT IT IS A SOPHISTICATED COMMERCIAL PARTY REPRESENTED BY COUNSEL IN CONNECTION WITH THE NEGOTIATION AND EXECUTION OF THIS AGREEMENT, INCLUDING THIS SECTION 20(a).

21) HEADINGS.

a. The headings used throughout this Agreement are for convenience only and will be disregarded for the purpose of construing and enforcing this Agreement.

22) TARIFF IMPACT.

a. If, during the term of the Agreement, any new tariffs, duties, or taxes are imposed or existing tariffs, duties, or taxes are increased by any governmental authority and such changes directly affect the cost of goods, materials, or components used in the performance of the Agreement (hereafter referred to as "Tariff Impact"), MPW will be entitled to request a price adjustment to reflect the increased costs. MPW will provide Purchaser with written notice of any proposed rate adjustment due to Tariff Impact. The notice will include reasonable documentation supporting the increased cost directly attributable to the Tariff Impact, including but not limited to supplier invoices, government notices, or third-party analysis. Upon receipt of such notice, the Parties will engage in good faith negotiations to determine an equitable adjustment to the rates. Any agreed rate adjustment shall be memorialized in writing and will apply as of the date determined by the parties. If an agreement on rate adjustment cannot be reached, either party may immediately terminate the Agreement.

23) AUDIT.

a. Purchaser agrees that any Purchaser's audit rights are limited to the review of invoices and work orders in comparison to applicable MPW rates in order to determine if the correct amount was invoiced to and paid by Purchaser to MPW. Purchaser has no right to access or review MPW's payroll records, supplier costs (unless being invoiced as cost plus), overhead costs, or other financial information as part of any Purchaser audit. Any Purchaser audit shall take into account all errors regardless of which Party is favored by such errors in order to reach an equitable finding.