ANODAMINE, INC. – TERMS AND CONDITIONS OF SALE

READ THIS DOCUMENT CAREFULLY. IT CONTAINS VERY IMPORTANT INFORMATION ABOUT YOUR RIGHTS AND OBLIGATIONS, AS WELL AS WARRANTY LIMITATIONS AND EXCLUSIONS THAT MAY APPLY TO YOU.

The following terms and conditions, together with any additional provisions attached to this invoice (collectively, the “Terms”), represent the entire agreement between Anodamine, Inc. (“Anodamine”) and its customer (“Customer”) for the purchase of the goods described on the reverse side hereof (the “Goods”). Unless the parties have entered into a separate written purchase agreement or sales representative agreement, these Terms constitute the entire and sole agreement between the parties with regard to the sale of the Goods. By accepting delivery of the Goods, Customer agrees to be bound by and accepts these Terms. No course of dealing, usage of trade or course of performance shall be relevant to explain or supplement the Terms. Anodamine reserves the right in its sole discretion to modify the Terms for future purchases at any time and without prior written notice.

1. PAYMENT. Unless otherwise indicated on the reverse side hereof, Payment shall be made by Customer net 30 days from the date of invoice for the Goods. When partial shipments are made, a pro rata partial payment shall become due net 30 days from the date of delivery for the delivered items. Anodamine may accept partial payment in an amount less than the full amount of any invoice, but such acceptance shall not constitute a waiver of Anodamine’s right to collect the remaining balance. All overdue payments are subject to the greater of finance charges computed at a periodic rate of 1.5% per month compounded annually (18% per annum), or the highest rate permitted by applicable law. All amounts are stated and all payments are to be made in U.S. Dollars. If Anodamine’s price for the Goods is based upon acceptance by Customer of a specified quantity of Goods, such price shall be subject to adjustment by Anodamine if Customer does not accept such specified quantity. In the event it becomes necessary for Anodamine to incur any collection costs or initiate any lawsuits to collect payment for the Goods, Customer shall be responsible for all costs and expenses of Anodamine, including, without limitation, any attorney’s fees incurred by Anodamine in connection therewith.

2. TITLE AND DELIVERY. Title of all Goods and risk of loss shall pass to Customer upon shipment FOB/EXW Anodamine’s facility and Goods shall be deemed “delivered” at such time. Customer shall be responsible for all shipping, handling and insurance charges as invoiced. Claims for shortages or other errors in delivery must be made in writing to Anodamine within five days after receipt of shipment and Customer’s failure to provide such notice shall waive all such claims. Freeze protection of the Goods is required; Anodamine shall have no liability should the Anodamine or Customer nominated carrier(s) allow the Goods to freeze, become damaged, or otherwise compromised during transit. Claims for loss or damage to Goods in transit by common carrier must be made to the carrier and not to Anodamine. All delivery dates provided by Anodamine are approximate only. Anodamine shall have no liability for any delays in delivery.

3. PRODUCT SUPPORT. Anodamine reserves the right, without prior notice or liability to discontinue the Goods and/or technical support for the Goods.

4. WARRANTY DISCLAIMER. NO WARRANTY IS EXTENDED TO CUSTOMER FOR THE GOODS. ALL GOODS ARE PROVIDED “AS IS” AND NO OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY ARE GIVEN IN RESPECT OF THE GOODS, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE, AND ALL SUCH WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED.

5. EXCLUSION AND LIMITATION OF LIABILITY. ANODAMINE SHALL NOT BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND; OR FOR: LOST GOODWILL, LOST PROFITS, LOST BUSINESS, COST OF COVER OR OTHER INDIRECT ECONOMIC DAMAGES, AND FURTHER INCLUDING INJURY TO PROPERTY, WHETHER SUCH CLAIM IS BASED ON THEORIES OF CONTRACT, NEGLIGENCE, TORT (INCLUDING STRICT LIABILITY) OR OTHERWISE AS A RESULT OF BREACH OF ANY WARRANTY OR OTHER OBLIGATION, REGARDLESS OF WHETHER ANODAMINE WAS ADVISED, HAD OTHER REASON TO KNOW, OR IN FACT KNEW OF THE POSSIBILITY OF SUCH DAMAGES.

6. INTELLECTUAL PROPERTY. All intellectual property rights related to the Goods, including, without limitation, copyrights, trademarks, patents, trade secrets, product formulas and confidential information (“Intellectual Property”), shall remain the sole and exclusive property of Anodamine. Customer shall make every effort to protect the Goods from unlawful use and to protect and safeguard all of Anodamine’s Intellectual Property. Customer acknowledges that all Goods encompass Intellectual Property owned and protected by Anodamine. With knowledge of this Section 6, and by Customer’s accepting delivery of Goods from Anodamine, Customer hereby agrees to the following:

(a) Customer has been informed as to the Intellectual Property and the related intellectual property rights embodied within the Goods and owned by Anodamine and that all such Intellectual Property shall remain the sole and exclusive property of Anodamine.

(b) Neither Customer, any affiliates of Customer, nor any of their its officers, owners, directors, employees and agents shall directly or indirectly seek or attempt to determine any of the formulas of the Goods, including and without limitation, through reverse engineering or chemical analysis; and Customer shall prohibit release of any quantity of Goods to any other person, organization, individual and/or third party.

(c) Customer shall keep accurate records of all quantities of Goods received and used, and Customer agrees to securely store all Goods under Customer’s control.

(d) All product usage data and resultant tests pertaining to the Goods and all other information regarding the Goods are confidential. Customer agrees not to provide such information to any other person, other than to carry out routine program control and testing. Customer shall protect such information from unauthorized use, access or disclosure in the same manner as Customer protects its own confidential or proprietary information of a similar nature and with no less than a reasonable degree of care.

(e) Customer shall protect and safeguard all Anodamine Intellectual Property, including product formulas and shall notify Anodamine of any unauthorized disclosure or use of Anodamine’s Intellectual Property and will fully cooperate with Anodamine in obtaining the return or prevention of further unauthorized use.

To the extent the Parties have entered into a nondisclosure or trade secret agreement, the terms of such agreement are incorporated into these Terms.

7. INDEMNITY. Customer shall indemnify, defend and hold Anodamine harmless from and against all costs, losses, liabilities and expenses, including attorney’s fees, arising out of or related to (i) Customer’s breach, or breach by any other person who acquires Goods from Customer of the obligations set forth in Section 6 with respect to Anodamine’s Intellectual Property, and (ii) Customer’s improper application or use of the Goods, including, without limitation, those resulting from any personal injury, workman’s compensation or products liability claim.

8. TAXES. If applicable and unless otherwise indicated on the reverse side hereof, all prices are exclusive of federal, state and local excise, sales and similar taxes. Such taxes, when applicable, shall be borne by Customer and are noted as additional items on the reverse side hereof.

9. GENERAL PROVISIONS. These Terms may not be modified unless agreed to in writing by Anodamine. The sale of the Goods shall be governed by the laws of the State of Texas, excluding conflict of law provisions. The sole and exclusive mandatory venue and jurisdiction for all disputes arising under or related to this Agreement shall be in Travis County, Texas. Customer may not assign its rights or obligations under these terms. If any provision of these Terms shall be held to be unenforceable, such provisions shall be enforced to the fullest extent permitted by applicable law and enforceability of the remaining provisions shall not in any way be affected or impaired.