TERMS AND CONDITIONS OF PURCHASE FOR SERVICES
1. General. These terms and conditions of purchase for services (these “Terms”)
are incorporated into and supplement one or more purchase orders for services(the “Order”) issued by Livent Corporation and/or one or more of its affiliatedentities, as the case may be (“Buyer”), to the service provider specified on theOrder (“Service Provider”). The term “Agreement” is used in these Terms to refer,collectively, to these Terms and to the Order to which these Terms relate. Service
Provider’s acknowledgement of the Order or rendering of any services describedin the Order (the “Services”) shall constitute its acceptance of these Terms. The
Agreement sets forth the entire agreement between Buyer and Service Provider
with respect to the subject matter of the Agreement and supersedes all prior andcontemporaneous understandings, negotiations, and dealings between them. The
Agreement may not be modified or amended except in a writing signed by a duly
authorized representative of each party. Neither course of performance, course ofdealing, usage of trade, nor oral promise shall be used to qualify, explain, orsupplement any of the terms of the Agreement. Any terms and conditions that aredifferent from or inconsistent with these Terms are rejected unless expresslyagreed to by Buyer in writing.
2. Services. Service Provider shall perform the Services and shall provide thedeliverables, if any, described in the Order. Service Provider understands andacknowledges that time is of the essence with respect to Service Provider'sobligations under the Order and that prompt and timely performance of all suchobligations, including all timetables, project milestones, and other requirements isstrictly required.
3. Subcontractors.
Service Provider may engage subcontractors(“Subcontractors”) to perform the Services, subject to and in accordance withclause 16. Service Provider shall ensure that any Subcontractor engaged inaccordance with clause 16 accepts and complies with the terms and conditions of
the Agreement. Service Provider shall remain liable for all acts or omissions ofeach Subcontractor and its employees. Nothing contained herein shall create any
contractual relation between any Subcontractor and Buyer.
4. Representations and Warranties. Service Provider warrants that the Services
will (i) be performed using such standards of skill, care, and diligence as normallyprovided by a professional in the performance of similar services, (ii) comply with alllaws, codes, regulations and standards applicable to such Services and that Service
Provider will obtain, at no expense to Buyer, all necessary licenses and/or permits inconnection with Service Provider’s performance of the Services, and(iii) conform to the specifications or requirements set forth in the Order. Service
Provider represents and warrants that the Services do not and will not infringe
upon any patent, copyright, trademark, trade secret, or other intellectual property
right of any third party. All Services and deliverables shall be subject toinspection, examination and testing by Buyer at any reasonable time. Buyer shallhave the right to reject any portion of the Services or deliverables that is defective ordoes not conform with any of the requirements of the Agreement and Service
Provider, at Buyer’s option, shall either refund the amount Buyer paid for such
Services or deliverables or fix and/or replace such Services or deliverables at
Service Provider’s sole expense.
5. Onsite Services. To the extent any of the Services will be provided by ServiceProvider onsite at a Buyer facility, (i) Service Provider represents that it has had
the opportunity to examine the conditions over, in, and under the area where theServices are to be performed before acknowledgment and acceptance of theAgreement and agrees not to make a claim for extra expenses or otherwise as aresult of any onsite conditions, (ii) Service Provider shall comply with, and ensurethat all Service Provider personnel comply with, all rules, regulations, and policies ofBuyer that are communicated to Service Provider, including security proceduresand general health and safety practices, procedures, and requirements, and (iii)
Service Provider shall at all times keep Buyer’s facilities clean and leavethem ingood order and condition.
6. Payment. Service Provider’s compensation for the Services shall be specified
in the Order. All payments by Buyer to Service Provider shall be subject to Service
Provider submitting to Buyer an invoice for such payment. Subject to Buyer’s
setoff or recoupment, Buyer shall pay all undisputed invoices within thetimeframe set forth in an Order or as specifically provided for in an executed
agreement between the parties. Any conversion between currencies for payment
purposes shall be done at a market rate quoted by a publicly-available market
Livent Corporation
Terms and Conditions of Purchase for Services Rev. 3/2023

source, such as Bloomberg or another widely-used information provider. It shallbe Service Provider’s responsibility to resolve or mitigate any currency
restrictions that prevent Buyer from making timely payment.
7. Term. The Agreement shall commence on the date of the Order and shallcontinue for so long as the Services are performed, unless otherwise terminatedas specified in the Agreement.
8. Termination. During the term of the Agreement, Buyer may terminate theAgreement for any (or no) reason by providing at least five (5) days’ prior written
notice to Service Provider. Service Provider shall immediately cease the applicable
Services upon expiration of the foregoing notice period. Buyer may, by giving written
notice to Service provider, terminate the Agreement with immediate effect if ServiceProvider fails to perform or comply in any respect with any term, condition, orcovenant under the Agreement. In such event, Buyer shall thereafter have the rightto complete the Services or such portion of the Services as Buyer may determine,and Service Provider shall be responsible for any additional expenses incurred byBuyer in doing so. Upon expiration or termination of the Agreement, Buyer shallhave no obligation to compensate Service Provider other than for the unpaid
Services actually performed and expenses actually incurred by Service Provider
in accordance with the Agreement prior to the date of expiration or termination. Anyprovisions of the Agreement that by their nature are intended to survive theexpiration or termination of the Agreement shall remain in full force and effectafter such expiration or termination. For the purposes of this clause 12, a reference
to ‘written’ shall include, without limitation, email.
9. Indemnity. Service Provider shall indemnify, defend, and hold Buyer and its
affiliates and its and their officers, directors, members, representatives, agents,and employees harmless from and against all claims, liabilities, damages,penalties, judgments, assessments, losses, joint or several, and expenses(including reasonable attorneys’ fees), arising out of or relating to any act oromission of Service Provider or its Subcontractors, including, without limitation,(i) Service Provider’s performance of the Services, (ii) Service Provider’s breachof any representation, warranty, covenant, or agreement contained in theAgreement, (iii) Service Provider’s or its employees’, agents, Subcontractors’ oraffiliates’ failure to adhere strictly to Buyer’s safety procedures and processes,and/or (iv) the negligence, recklessness, or willful misconduct of Service
Provider, and/or its employees, agents, Subcontractors or affiliates. Buyer shallnotify Service Provider in writing of any such claim.
10. Insurance. During the term of the Agreement, Service Provider shall maintaininsurance coverage of such types and in such amounts as necessary to protect
against liabilities that may arise from Service Provider’s performance of theServices, including Service Provider’s indemnification obligations under theseTerms. Such policies shall include, at a minimum, workers compensation oremployer liability insurance, comprehensive general liability insurance, and, if
applicable in relation to the Services provided, professional liability insurance andautomobile insurance. Upon Buyer’s request, Service Provider shall furnish
evidence of such insurance to Buyer, in a form acceptable to Buyer. At Buyer’s
request, Service Provider shall cause Buyer to be named as "additional insured" inconnection with all policies except Service Provider’s professional liability andworkers' compensation policies. Service Provider waives all rights of recovery orsubrogation against Buyer for damages to the extent covered by the insurance
obtained pursuant to this Section, whether or not such damage was caused by thenegligence, strict liability, or other actions or inactions of Buyer.
11. Confidentiality. Service Provider has had and/or may have (prior to and/orafter the expiration or termination of the Agreement) access to technical or
business information and data (including oral, written, and/or any otherinformation obtained from visual observation) of Buyer (“ConfidentialInformation”). Service Provider shall (i) restrict its use of the Confidential
Information solely within the scope of the Services provided and shall not permit
any other use of the Confidential Information without the prior written consent ofBuyer, (ii) not disclose the Confidential Information to any third party without theprior written consent of Buyer, and (iii) limit dissemination of the Confidential
Information to employees, agents, and Subcontractors who have a bona fide needto know such Confidential Information solely within the scope of the Services.
Service Provider shall not disclose the existence or terms of the Agreement or any

TERMS AND CONDITIONS OF PURCHASE FOR SERVICES
part thereof to any third party without the prior written consent of Buyer. ServiceProvider shall not include, in whole or in part, any Confidential Information inany patent application without the prior written consent of Buyer. Nothing
contained in the Agreement grants to Service Provider the right or license to use
the Confidential Information or any of Buyer’s technology or intellectual property.
These confidentiality obligations shall be binding upon Service Provider for a periodof ten (10) years after completion of the Services under the Order.
Notwithstanding the foregoing, Service Provider’s obligation of confidentiality
with respect to Confidential Information that Buyer protects as a trade secret underapplicable law, and expressly identifies to Seller as such a trade secret, shallcontinue in effect until the last day of the period that applicable law shall protect
such Confidential Information as a trade secret.
12. Intellectual Property. Unless otherwise specified in the Order, Buyer shallown all right, title and interest in and to any and all inventions, original works ofauthorship, findings, conclusions, data, discoveries, developments, concepts,materials, improvements, trade secrets, techniques, processes, computer programs,
writings, and know-how, whether or not patentable or registrable under copyright orsimilar laws, which are conceived or reduced to practice by Service Provider solely
or jointly with others in the performance of the Services under the Order.
13. Taxes. Unless provided otherwise in the Order, all prices are exclusive of
national, provincial, state, local, municipal, or other governmental taxes, duties,levies, fees, excises, or tariffs arising as a result of or in connection with thetransactions contemplated under the Order, including any sales, use, or value
added taxes (or analogous taxes, if any). Sales, use, or value added taxes (oranalogous taxes, if any) shall be separately stated on Service Provider’s invoice(s),and Buyer shall pay such taxes at the applicable rate from time to time. From time totime, Buyer may qualify for tax exemptions, in which case Buyer will provide theService Provider a certificate of exemption or other appropriate documentary proofof exemption. Buyer will have no liability for any taxes based on Service Provider’s
net income, gross income, capital, net worth, franchise, privilege, property, or any
similar taxes or assessments (“Income-Based Taxes”).If Buyer is required by law,rule, or regulation to withhold Income-Based Taxes from the types of payments
due to Service Provider hereunder, Buyer shall (i) deduct those taxes from theamount otherwise remittable to Service Provider under the Order, (ii) pay suchtaxes to the proper taxing authority, and (iii) send the original receipt documenting
any Income-Based Tax levied, with the Service Provider receiving the net amountafter such deductions.
14. Compliance. Service Provider represents that it is aware of Buyer’s Supplier
Code of Conduct as set forth at https://www.livent.com/suppliers/code-of-conduct the“Code of Conduct”) and is in compliance with the Code of Conduct, and covenants
that it shall perform the Services in compliance with the Code of Conduct. Buyer
is entitled at any time to conduct an audit of Service Provider’s business standards,
policies, and procedures to assess Service Provider’s compliance with this clause.
15. Anti-slavery and human trafficking. The Service Provider hereby confirmsthat it has read, and shall comply in full with, the anti-slavery and humantrafficking terms located at AntiSlaveryHumanTraffickingTerms-Final-20231.pdf (livent.com) (“ASHT Terms”) and which are incorporated into theseTerms, forming part of the Agreement between the Buyer and the ServiceProvider, and that the Service Provider has the resources and means required tocomply in full with its obligations under the ASHT terms. Any reference to‘Terms’ or ‘Agreement’, shall be deemed to include the ASHT Terms. The
following is only a limited summary of certain aspects of the ASHT Terms andshould not be regarded in any way as any form of substitute or alternative toreading the full ASHT Terms. By way of limited summary, the ASHT Terms: (a)require the Service Provider, to comply with, and to ensure that each of the subcontractors in its supply chain comply with, all applicable Anti-Slavery Laws (asdefined in the ASHT Terms) and the Buyer’s Human Rights Policy and ModernSlavery
andHumanTrafficking
Policylocatedat
https://Livent.com/sustainability/policies-and-statements/, as amended fromtime to time; (b) require the Service Provider to warrant that neither it, nor anyof the sub-contractors in its supply chain, nor any of the officers, employees orother personnel of the Service Provider, or any sub-contractor in its supply chain,
has/have been convicted or investigated for any offence involving slavery or
human trafficking anywhere in the world; (c) require the Service Provider to takesteps to ensure that it, and each of the sub-contractors in its supply chain, haveadequate procedures in place to prevent and address modern slavery, and to takeLivent Corporation
Terms and Conditions of Purchase for Services Rev. 3/2023

steps to meet the standards imposed by applicable Anti-Slavery Laws (as defined inthe ASHT Terms); (d) give the Buyer the right to audit the Service Provider, and torequire the Service Provider to ensure that the Buyer has the right to audit each ofthe sub-contractors in the Service Provider’s supply chain, for compliance with theASHT Terms; (e) give the Buyer the right to conduct due diligence on the ServiceProvider, and to require the Service Provider to ensure that the Buyer has the rightto conduct due diligence on each of the sub-contractors in the Service Provider’s
supply chain, to ensure that there is no slavery or human trafficking taking place; (f)require the Service Provider to provide, and to ensure that sub-contractors in its
supply chain provide, at the request of the Buyer, a Slavery and Human Trafficking
Report (as defined in the ASHT Terms) setting out in detail, the steps taken to ensurethat slavery and human trafficking is not taking place in any of its supply chains; (g)require the Service Provider to include, and for the Service Provider to ensure thateach sub-contractor in its supply chain includes, in its, or their, contracts with
Subcontractors, anti-slavery and human trafficking provisions that are at least as
onerous as those set out in the ASHT Terms; and (h) require the Service Provider toindemnify the Buyer against any breach of the ASHT Terms by the Service Provider;
and/or any breach of the Human Rights Policy and Modern Slavery and Human
Trafficking Policy located at https://Livent.com/sustainability/policies-andstatements/, and/or Anti-Slavery Laws (as defined in the ASHT Terms) by any
subcontractor in the Seller’s supply chain; and/or any breach of provisions equivalentto the ASHT Terms in any subcontract, by any subcontractor in the Seller’s supplychain.
16. Miscellaneous. The Agreement shall be governed by, and shall be interpreted andconstrued in accordance with, the laws of the Commonwealth of Pennsylvania,U.S.A., without giving effect to the conflicts of laws principles thereof.
Notwithstanding the foregoing, to the extent (i) the parties’ performance under theAgreement occurs wholly within any one country outside of the United States, and(ii) the parties are both incorporated in that country, the Agreement shall be governedby, construed, and enforced in accordance with the laws of that country. TheAgreement sets forth the entire agreement between Buyer and Service Provider withrespect to the subject matter of the Agreement and supersedes all prior andcontemporaneous understandings, negotiations, and dealings between them. If any
provision of the Agreement shall be held invalid or unenforceable, the remaining
provisions shall not be affected thereby. The relationship of the parties is that ofindependent contractors. Nothing in thisAgreement shall be construed to constitute,create, give effect or otherwise imply a joint venture, agency, partnership or otherformal business organization or any employer/employee relationship of any kind
between the parties. Service Provider shall not assign or transfer the Agreement or
any right or obligation under the Agreement without Buyer's prior written consent.
Service Provider shall not engage any Subcontractor or permit the engagement of
any subcontractor in the Service Provider’s supply chain, under or in connection
with the Agreement and/or for or in connection with the supply of any Services
and/or deliverables without the prior written consent of the Buyer. Buyer may assign
the Agreement and/or delegate its performance under the Agreement, in whole or inpart, without restriction, including to any affiliated company or successor-in-interest.
Buyer's failure to insist on Service Provider’s strict performance of the terms andconditions of the Agreement at any time shall not be considered as a waiver by Buyerof performance in the future. If a translation of any part of the Agreement into any
other language is required or desired for any reason, the parties acknowledge andagree that, in all matters involving the interpretation of this Agreement, the English
language shall control.