Scope and Performance of Services. Customer has expressed a need to use the services of ISU from time to time on various projects. Customer and ISU shall enter into an Individual Project Agreement (“IPA”) for each project for which Customer desires ISU to provide services. The IPA shall be substantially in the form of Attachment A. Each IPA shall be deemed part of and incorporated into this Agreement. ISU shall perform the services described in the IPA (the “Services”). Unless stated otherwise in the IPA, ISU shall provide any personnel, facilities, equipment, materials and supplies required for the Services to be completed. ISU shall use reasonable efforts to perform the Services requested within the projected costs and time period indicated in the IPA. In the event ISU’s costs exceed the projected price or in the event the Services cannot be performed within the time desired, ISU will notify Customer as soon as reasonably possible. Customer shall have the option of terminating the IPA or continuing the Services for an additional cost or, if feasible, an extension of time. Customer Materials. If Customer is to furnish ISU with materials to be tested or used while performing the Services (“Materials”), such Materials shall be identified in the IPA. Customer shall provide ISU, at no charge, with a sufficient quantity of the Materials to perform the Services. Customer represents and warrants that it is authorized to retain ISU to perform the Services using the Materials. Customer shall disclose in the IPA whether the Material is a hazardous substance and of any known hazards and risks associated with the Materials and whether the Material is an item on the Munitions List or the Commerce Control List other than EAR99 items. ISU shall use the Materials only as needed to provide the Services and shall not modify, alter, reverse engineer or run analytic tests to determine the composition of the Materials without Customer’s prior written permission. ISU shall not provide the Materials to a third party nor allow access to the Materials by a third party. ISU may provide the Materials to its employees and students who have a bona fide need to use the Materials in performing the Services provided that ISU requires such employees or students to abide by the terms of this Agreement. Upon completion of the Services or at Customer’s request, ISU shall destroy or return to Customer the Materials not consumed during the performance of the Services in accordance with Customer’s instructions. ISU may retain a sample of the Materials if needed to evidence its fulfillment of its contractual obligations. Unless stated otherwise in the IPA, Customer shall assume all risk of loss for the transportation of the Materials to and from ISU and shall be responsible for all delivery costs. Customer retains ownership of the Materials at all times.
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