SOURCING FEE AGREEMENT

This Sourcing Fee Agreement is between you and SciMercor, LLC, a Washington limited liability company (SciMercor). It provides that you will pay SciMercor a fee for identifying a source from which you can purchase laboratory equipment, which may include making preliminary arrangements for shipping that equipment to a destination indicated by you.

i) The Transaction.

(a) When you submit to SciMercor the Need Equipment form on this web site you will have, by submitting the Need Equipment form, agreed to all of the terms and conditions of this Sourcing Fee Agreement, effective at the time you commit to purchase the laboratory equipment from the source identified by SciMercor.

(b) Upon your submission of a completed Need Equipment form SciMercor will promptly attempt to identify a source from which you may be able to purchase the laboratory equipment you need.

(c) Upon identifying one or more such sources, SciMercor will advise you of the name, address and contact information of each such source and the probable price range for each item of laboratory equipment and particulars relating to shipment, if such pricing and particulars are determined by it.

(d) You will then transact directly with the source.

(e) Upon your purchase of any laboratory equipment from a source, you will pay the source 100% of the purchase price. Upon your commitment to purchase, whether formal (such as by the issuance of a purchase order) or informal, you will pay SciMercor a sourcing fee in an amount equal to ten percent (10%) of the purchase price of the laboratory equipment and shipping and other related charges. Your payment of the sourcing fee is due upon your commitment to purchase, whether you complete the purchase or not, and must be paid directly to SciMercor at 300 Queen Anne Avenue North, #215, Seattle, Washington 98109, USA, and received by it prior to the time the laboratory equipment you purchased is shipped. SciMercor will have advised the source that you have agreed to pay a sourcing fee of 10% of the purchase price and of the shipping and other related charges and requested the source to ship the laboratory equipment to you upon notification from SciMercor that the sourcing fee has been paid.

(f) You will also similarly pay SciMercor a sourcing fee in an amount equal to ten percent (10%) of the purchase price of any laboratory equipment and related shipping charges with respect to laboratory equipment you purchase from a source identified to you by SciMercor within the period of one (1) year from the date that source is identified to you by SciMercor.

ii) No Representations or Warranties. SciMercor provides only source identification and related services for its sourcing fee. SciMercor does not make any representation or warranty with respect to any source or with respect to any laboratory equipment.

iii) Limitation of Liability and Remedy. In no event shall SciMercor be liable for any damages, including direct, incidental and consequential damages that are related, directly or indirectly, to its source identification or any laboratory equipment.

iv) Indemnity. You will hold SciMercor harmless and indemnify it and its directors, officers, employees and agents from and against any claim, loss, damages, judgments, fees and expenses, including its reasonable attorneys fees, arising out of or incurred incident to your transaction with a source, including laboratory equipment you commit to purchase or purchase.

v) No Agency. SciMercor and you are not an agent of the other with respect to any transaction with a source.

vi) Trademarks. You are not authorized to use and shall not use SciMercor’s name or any mark owned by it.

vii) No Waiver. Failure by SciMercor to enforce at any time for any period any provision of this Sourcing Fee Agreement shall not be construed to be a waiver of such provision or the right to enforce such provision.

viii) Severability. In the event any provision of this Sourcing Fee Agreement is rendered unenforceable, such provision shall be revised so as to provide as close an enforceable meaning as the meaning of the unenforceable provision as is possible, unless to do so would substantially impair the value of this Sourcing Fee Agreement to either party.

ix) Assignment. SciMercor may, in its sole discretion and without notice, assign this Sourcing Fee Agreement to one or more third parties.

x) Dispute Resolution and Governing Law. Should any dispute between you and SciMercor arise under this Sourcing Fee Agreement, appropriately senior representatives of you and of SciMercor shall first meet and attempt to resolve the dispute in face to face negotiations. This meeting shall occur within thirty (30) days of the time the dispute arises.

If no resolution is reached, you and SciMercor shall, within forty-five (45) days of the first meeting attempt to settle the dispute by formal mediation. In the event you and SciMercor cannot promptly agree upon a mediator and the place of mediation, the mediation shall be administered by the American Arbitration Association in Seattle, Washington, USA.

If no resolution is reached in mediation, the dispute shall be resolved by binding arbitration before one arbitrator, with limited discovery. In the event you and SciMercor cannot promptly agree upon an arbitrator and the place of arbitration, the arbitration shall be administered by the American Arbitration Association in Seattle, Washington, USA.

Governing law shall be that of the State of Washington without consideration of conflicts of laws principles and in no event shall punitive or exemplary damages or attorneys fees be awarded.

Not withstanding the alternative dispute resolution provisions, either party may seek judicial injunctive relief as appropriate.