Belcosta Labs is ISO 17025 Accredited by A2LA


This MASTER TESTING SERVICES AGREEMENT (this “Agreement”) is made and entered into this ____ day of _____________, 2018 (the “Effective Date”), by and between BelCosta Labs Long Beach LLC, a California limited liability company, with its principal place of business at 1131 E South Street, Long Beach, CA 90805 (“BelCosta”), and _________________________________, with its principal place of business at _______________________________________ (“Client”).

WHEREAS, Client is a grower, manufacturer, dispensary, or other cannabis-related business that is duly licensed by the state of California and by all applicable localities or municipalities.

WHEREAS, Client desires to engage BelCosta to provide, and BelCosta desires to provide, licensed cannabis testing of samples of cannabis pursuant to the terms and conditions set forth in this Agreement and as further detailed in the statements of work (SOWs) entered into hereunder (the “Services”).

NOW, THEREFORE, in consideration of the foregoing premises, BelCosta and Client hereby mutually agree as follows:


  1. Scope of Services. Subject to the terms and conditions of this Agreement, the Services to be performed hereunder will be as specified in an SOW, which will contain a Chain of Custody (COC) and Sample Submission Form (SSF). Each SOW, COC, and/or SSF will be in the form provided by BelCosta to Client, or as otherwise required by applicable law, and will be duly agreed to and executed by representatives of both parties. Each SOW will be attached to this Agreement and incorporated herein upon execution of the same by both parties in accordance herewith. 
  2. Changes in Scope. Changes in the scope of the Services being performed under this Agreement and each applicable SOW will be made only if agreed to in writing in the form of an amendment to such SOW executed by authorized representatives of both parties.
  3. Regulatory Compliance Testing. For all regulatory compliance testing, BelCosta will generate a Certificate of Analysis (COA) and enter such COA into the Bureau of Cannabis Control track-and-trace system. Client may view or download a copy of such COA on BelCosta’s website.
  4. R&D Testing. For all R&D testing, BelCosta will generate a COA and provide to Client a copy of such COA by download on BelCosta’s website.


  1. Service Fees. Client shall pay to BelCosta the fees and other charges specified in each SOW (“Fees”). The price stated for the Services excludes all applicable taxes unless stated otherwise, and Fees may include a charge for the Services and a charge for taxes and other charges. Client shall be solely responsible for paying all such taxes or other charges. All Fees shall be paid in advance by debit of BelCosta test credits (“Credits”), which Credits must be purchased by Client prior to execution of any SOW. BelCosta will have no obligation to perform any Services when any amount required to be paid by Client remains due and unpaid beyond the date such amount is due. Any suspension of Services by BelCosta as a result of Client’s failure to make payment as required will extend the due dates of BelCosta’s delivery of Services to the extent impacted by such suspension or delay. Regardless of the foregoing, upon termination of this Agreement for any reason, Client will remain liable for all amounts due and owing as of the termination date.

(b) Price Changes. All pricing is subject to change at any time and without notice. 

(c) Credits. Credits are paperless vouchers that Client purchases to facilitate the payment of Fees. The value of Credits may change over time and without notice, and Client acknowledges that the number of Credits needed to purchase the Services and pay Fees may change correspondingly. The execution or authorization of an SOW will cause an associated quantity of Credits to be debited from Client’s account. Credits may be sold or issued in bundles, and the price may vary depending on the amount purchased or the timing of purchase. The price and availability of Credits are subject to change without notice. Client is not permitted to resell, rent, lease, loan, or otherwise transfer any Credits to any person or entity.


(d) Billing. By providing BelCosta with a payment method, Client (i) represents that Client is authorized to use the payment method provided and that any payment information provided is true and accurate; and (ii) authorize BelCosta to charge for Credits or Fees using such payment method. BelCosta may bill Client at the same time for more than one prior billing periods for amounts that have not previously been processed. BelCosta may charge Client’s payment method immediately upon confirmation of the payment method and amount. Amounts to be charged may include sales and other taxes, where applicable, and any other amounts indicated on an SOW. If Client has elected to make a payment by credit card and BelCosta does not receive payment from the credit card issuer, Client agrees to pay all amounts due immediately upon demand by BelCosta. BelCosta shall not be responsible for any errors or transmission failures with regard to the charging and collection of funds from Client’s indicated payment method, nor for any actions taken by the provider of such payment method (which could include refusal to authorize the charge).

(e) Disputes. If there is a dispute regarding payment of any Credits or Fees, Client shall notify BelCosta within 90 days of the applicable charge, and the issue will first be addressed by email, a meeting or telephone conference between the representatives of each party. The parties agree to cooperate in good faith to attempt to resolve the dispute. Client will continue to pay BelCosta for all Services set forth in a SOW except those disputed in good faith. If Client does not provide BelCosta with written notice of such dispute within the 90-day period, Client will not be entitled to dispute such payment.


(a) Sample and Delivery Requirements.  Sampling for California Compliance Testing must be conduct by a laboratory employee.  Sampling requests must be made either via telephone or online at least 2 Business Days prior to requested pickup.  BelCosta reserves the absolute right, exercisable at any time, to refuse to receive delivery of, refuse to accept, or revoke acceptance of any sample which in the sole discretion of BelCosta (i) is of insufficient mass or volume, (ii) originates from a source that cannot be verified, or (iii) is otherwise unacceptable for testing.

(b) Risk of Loss. Prior to BelCosta’s acceptance of any sample (or after any revocation of acceptance), the entire risk of loss or of damage to such sample remains with Client. Samples are deemed accepted at the time that change of possession is indicated by signature, date, and time of both the Relinquish and Receipt portions of the COC form to reflect uninterrupted possession. In no event will BelCosta or any of its affiliates, parent, subsidiaries, officers, managers, directors, members, shareholders, employees, attorneys and agents (collectively “BelCosta Affiliates”) have any responsibility for, or any liability arising out of, the action or inaction of any courier or sampling firm selected by Client for the purpose of delivering any sample to or from BelCosta premises. 

(c) Sample Use and Disposal. Samples collected by BelCosta are for the sole purpose of testing. Maximum storage time for samples is 45 days after completion of analysis. All sample matter not destroyed in the testing process will be disposed of using a licensed waste disposal agency.

(d) Sample Fraud. Test results are specific to the samples provided and tested. BelCosta will discontinue all Services and terminate this Agreement for a material breach, and without refund to Client, if BelCosta determines in its sole discretion that Client has engaged in sample fraud.

4. CLIENT REPRESENTATIONS. Client represents, warrants, and covenants as follows:

(a) Client will not, nor does it intend to, use the Services to (i) violate or infringe in any way the rights of others; (ii) commit a harm or other tort, whether intentional or otherwise; or (iii) commit a crime. 

(b) Client holds a valid and current license from the State of California to engage in the cultivation, manufacturing, distribution, retail, or combination thereof of cannabis. If at any time during the Term, Client no longer holds a current license for the particular regulated area of the cannabis industry, Client shall immediately, and in no event later than 5 days after losing such license, notify BelCosta in writing. Client’s holding a valid license is a condition to this Agreement, and therefore, any loss of such licensure shall immediately terminate any obligations of BelCosta hereunder.


(a) Testing Limited Warranty. BelCosta will perform the Services in a manner consistent with the BelCosta Quality Management System (QMS) and applicable Standard Operating Procedures (SOPs) in accordance with ISO 17025 and, solely with respect to mandatory regulation compliance testing, consistent with current and applicable California regulations. Recognizing that the nature of many samples is unknown and that some may contain potentially hazardous components, the foregoing is BelCosta’s sole and limited warranty. 

(b) Exclusive Remedy. In the event of any error, omission, or other negligence in BelCosta’s performance of the Services (including without limitation any failure to provide timely service), Client’s sole and exclusive remedy shall be a credit in the amount of the deficient Services provided. Any claim for a credit under the limited warranty provided by this Section 5(b) shall be deemed waived unless made in writing and received by BelCosta within 90 days following completion of the alleged deficient Services. Upon termination of this Agreement, Client shall not be entitled to the further use of any credits, and all such credits shall be null and void. In no event will Client be entitled to cash consideration for such credits upon termination.

(c) Disclaimer of Warranties. Except as expressly set forth in this Section 5, the Services, including without limitation the testing of all cannabis samples, and all other BelCosta services are provided “AS IS”. Neither BelCosta nor any BelCosta Affiliate makes any other representations, warranties, conditions or undertakings, express or implied, statutory or otherwise, including but not limited to warranties of title, merchantability, fitness for a particular purpose (including without limitation any purported medical or health-related benefit), noninfringement, and all warranties arising from course of dealing, usage or trade practice. However, to the full extent permitted by law, the remedy for breach of, and the duration of, any statutory warranties that are not permitted to be disclaimed, if any, shall be limited as set forth in Section 5(b).


(a) Notwithstanding anything to the contrary herein, BelCosta shall not be liable for any use of product or samples subject to the Services including, without limitation, for any purported medical or health-related use, recreational use, service failures and other problems inherent in use of the product subject to testing hereunder or other effects from use of such products or samples.



7. INDEMNIFICATION. Client shall indemnify, defend and hold BelCosta and each BelCosta Affiliate harmless from and against all claims, suits, demands, actions, proceedings, judgments, penalties, damages, losses, liabilities, costs and expenses (including, without limitation, reasonable legal and expert witness fees) resulting from any and all third-party claims arising from or relating to Client products and operation of Client’s business (including without limitation Client’s licensure or compliance with applicable law).


(a) Each party, during the Term, will have access to and become familiar with various trade secrets and confidential information of the other party and its affiliates, including without limitation, financial, operational and development information, software and computer programs, designs, intellectual property, technical information, samples and prototypes, products, and services (all of such items contained in any tangible or electronic form herein referred to as the “Confidential Information”). Any software, documentation, proprietary testing processes, technical information or know-how provided by BelCosta (or its agents), performance information relating to the Services, and the terms of this Agreement shall be deemed Confidential Information of BelCosta without any marking or designation.

(b) Notwithstanding the foregoing, Confidential Information shall not include (i) information that is or becomes publicly available other than as a result of an unauthorized disclosure by the receiving party, (ii) information that becomes available to the receiving party on a nonconfidential basis from a source not bound by an obligation of confidentiality to the disclosing party, (iii) information that is independently developed by the receiving party without reference to the disclosing party’s Confidential Information, or (iv) information that was known to the receiving party prior to disclosure by the disclosing party.

(c) The receiving party shall hold in strict confidence and not disclose any of the disclosing party’s Confidential Information, directly or indirectly, nor use the disclosing party’s Confidential Information in any way, either during the Term or at any time thereafter, except as required in the course of the receiving party’s performance under this Agreement or as required by law.  All Confidential Information whether prepared by the disclosing party or otherwise coming into receiving party’s possession, shall remain the exclusive property of the disclosing party. Upon termination of this Agreement, all Confidential Information of the disclosing party in the receiving party’s custody or control shall be immediately returned to the disclosing party, and the receiving party shall destroy all records, notes, compilations and other documentation (on all forms of media) that in any way refer to, relate to or contain Confidential Information of the disclosing party.

(d) Each party hereby acknowledges and agrees that: (i) any unauthorized disclosure or use of Confidential Information would cause irreparable harm to the disclosing party; (ii) money damages would be inadequate to compensate the disclosing party for such harm; and (iii) the breach or threatened breach of this Agreement may entitle the disclosing party to obtain specific performance and injunctive relief (and each party agrees that it will not oppose the disclosing party’s efforts to obtain such relief), in addition to any other legal remedies that may be available. Each party hereby expressly waives any requirement for the disclosing party to post a bond in order to obtain an injunction or other equitable relief.

(e) Notwithstanding anything to the contrary herein, nothing in this Agreement shall (i) prevent BelCosta from performing the same or similar services for any other client or in any industry in which Client is involved, or (ii) prohibit or limit BelCosta’s use of ideas, concepts, know-how, methods, code, techniques, skill, knowledge and experience that were used, developed or gained in connection with this Agreement.


(a) Work Product. Subject to Client having paid BelCosta in full for all Services under the relevant SOW, all test results and reports (excluding any aggregated anonymized data, statistics, analytical information, and results) contained in a COA resulting from the Services performed for Client hereunder (the “Work Product”) shall be the property of Client, provided that such Work Product is developed directly and solely as a result of BelCosta’s performance of the Services. Notwithstanding anything to the contrary in this Agreement, BelCosta reserves the right to utilize the Confidential Information of Client and Work Product for the Services and otherwise internally for the conduct of its business, including training, research and education, and to use Confidential Information of Client and Work Product, in the aggregate, to determine trends in the industry, establish the best practices for audits, develop or market products and services, perform inspections and testing in the industry, so long as no use of the Confidential Information of Client or Work Product, in the aggregate, for this purpose will allow the identification of Client or disclosure of particular Client-identifiable Confidential Information.

(b) Background Technology and Preliminary Data and Materials. Client’s Confidential Information and Work Product, to the extent provided in this Section 9, will not include any Background Technology or Preliminary Data and Materials of BelCosta, which at all times will remain the sole and exclusive property of BelCosta. For purposes of this Agreement: (i) “Background Technology” means all intellectual property and other proprietary rights in and to: (A) all specifications, checklists, tools, criteria, protocols, methods (analytical, testing and otherwise), ideas, know-how, concepts, plans, creations, work product, reports, writings, compilations, trade secrets, data, databases, software, files, programs, writings, models and devices, patents, processes, policy developments, documents, equipment and other materials owned, possessed, developed or acquired by, or licensed or sublicensed to, BelCosta; and (B) all general additions, accretions, improvements and enhancements to the same which are owned, possessed, developed or acquired by, or licensed or sublicensed to, BelCosta during the Term; and (ii) “Preliminary Data and Materials” means all laboratory test data, calculations, estimates, reports and other electronic or written communications describing the results of any Services or element thereof (including without limitation any aggregated anonymized data, statistics, analytical information, and results) and any memoranda and status summaries prepared by or on behalf of Contractor in connection with the Services performed hereunder (excluding any Work Product).

(c) Limitations on Use of Work Product. Client hereby acknowledges and agrees that it may not and it will not make any Work Product available for external publication, or provide copies of any Work Product to any third parties without obtaining BelCosta’s prior written consent, except that no prior written consent will be required if disclosure of any Work Product is required by law or pursuant to a valid and lawful subpoena or order issued by a court or regulatory authority having authority to issue such subpoena or order. If Client is served with any such subpoena or order, Client will promptly notify BelCosta that such a subpoena or order has been received and provide a copy thereof to BelCosta.

(d) Limited License to Use of Name/Marks. Subject to the BelCosta’s express prior written consent and approval for each use, reproduction or distribution, BelCosta grants to Client a nonexclusive, royalty-free, non-transferable license to use, reproduce and distribute, within the state of California, BelCosta’s name and preapproved logo(s) and identifying marks on products tested by BelCosta, for the purpose of marketing Client’s products that have been tested by BelCosta. Such license is contingent upon Client obtaining BelCosta’s prior written consent and approval for each proposed use. Client shall provide written notice to BelCosta not less than 15 days prior to Client’s desired use. If BelCosta does not expressly consent to such use in writing, then BelCosta’s silence shall be deemed a rejection of such desired use and a denial of any license to use BelCosta’s name and preapproved logo(s) and identifying marks in such manner.


(a) Term; Termination for Convenience. This Agreement shall remain in effect for 1 year from the Effective Date and shall automatically renew for additional 1-year terms thereafter (collectively, the “Term”) unless and until a party provides thirty (30) days written notice of its intent to terminate this Agreement for convenience. Notwithstanding the foregoing, in the event of a notice of termination whereby Services will not be complete prior to the date of termination, this Agreement shall remain in effect without additional action by the parties until such time as the Services are complete.

(b) Termination for Breach. 

(i) This Agreement may be terminated by either party (the “Non-Defaulting Party”) if any of the following events occurs by or with respect to the other party (the “Defaulting Party”): (A) the Defaulting Party commits a material breach of any of its obligations hereunder and fails to cure such breach within the time period set forth in Section 10(c) or fails to reach an agreement with the Non-Defaulting Party regarding the cure thereof; or (B) any insolvency of the Defaulting Party, any filing of a petition in bankruptcy by or against the Defaulting Party, any appointment of a receiver for the Defaulting Party, or any assignment for the benefit of the Defaulting Party’s creditors.

(ii) This Agreement may be terminated immediately upon notice by BelCosta to Client upon any breach by Client of Section 3(d) or Section 4. This Agreement may also be terminated as set forth in Section 11(a).

(c) Remedies; Grace Period. In the event either party commits a material breach of any its obligations hereunder as described in Section 10(b)(i), the Non-Defaulting Party will so notify the Defaulting Party in writing (and, in such notice, indicate the nature of the breach and the assertion of the Non-Defaulting Party’s right to terminate). The Defaulting Party will have five (5) days in the case of overdue payments and thirty (30) days for other breaches following receipt of such notice to cure such breach, unless such breach reasonably cannot be cured, in which case the Non-Defaulting Party may terminate this Agreement pursuant to Section 10(b) effective immediately by sending notice to such effect.


(a) The terms of this Agreement are intended to be in compliance with laws, rules, regulations and ordinances applicable on the Effective Date. Should legal counsel for BelCosta reasonably conclude that any portion of this Agreement is or may be in violation of such requirements, or subsequent enactments by federal, state or local authorities, or if any such change materially alters the amount or method of compensating BelCosta for testing performed for Client or for any other party, or materially increases the cost of BelCosta’s performance hereunder, this Agreement shall terminate upon 30 days’ notice thereof to Client, unless within such 30-day period the parties agree to such modifications of this Agreement as may be necessary to establish compliance with such authorities or to reflect such change in compensation or cost.

(b) In the event any changes or additions to laws, rules, regulations and ordinances (i) require that BelCosta change the manner in which it performs Services in process under any SOW and/or (ii) impose additional expenses or costs applicable to BelCosta and/or the Services in process under any SOW, Client will promptly reimburse BelCosta for such expenses or costs incurred by BelCosta under this Agreement and the applicable SOW(s) as a result thereof.


(a) Third-Party Beneficiaries. This Agreement is entered into solely for the benefit of the parties hereto, and no provision of this Agreement shall be deemed to confer upon third parties any remedy, claim, liability, cause of action or other right or obligation in excess of those existing without reference to this Agreement. All results provided by BelCosta as part of the Services are strictly for the use of Client. Neither BelCosta nor any BelCosta Affiliate is in any way responsible for the use of such results by any third parties. All results should be considered in their entirety, and neither BelCosta nor any BelCosta Affiliate is responsible for the separation, detachment, or other use of any portion of these results.

(b) Notices. Any notice hereunder will be in writing and delivered to the address for a party as set forth in the signature block below. Notices will be deemed given: (i) upon receipt if by personal delivery; (ii) upon receipt if sent by certified or registered mail (return receipt requested); (iii) upon receipt if delivered via email, or (iv) 1 day after it is sent if by next-day delivery by a major commercial delivery service.

(c) Entire Agreement. This Agreement, including the applicable SOWs attached hereto from time to time, the QMS, and the SOP, constitutes the complete and exclusive statement of the terms, conditions and agreements between the parties and supersedes all prior understandings and agreements, oral and written, between the parties relating to this Agreement, the Services or other matters set forth herein or in the SOWs, QMS, or SOP.

(d) Assignment. BelCosta may assign this Agreement (i) to any direct or indirect subsidiary, parent, or other entity that directly or indirectly controls or is controlled by or is under common control with BelCosta or (ii) in connection with a merger, reorganization, acquisition or other transfer of all or substantially all of BelCosta’s assets or voting securities. Client may not assign or transfer this Agreement, in whole or in part, without BelCosta’s prior written consent. Any attempt by Client to transfer or assign this Agreement without BelCosta’s prior written consent will be null and void. This Agreement shall be binding upon and shall inure to the benefit of the parties and their respective permitted successors and assigns.

(e) Amendments; Waivers. Except as otherwise expressly specified herein, this Agreement may not be canceled, altered, modified or amended except by an instrument in writing signed by the parties. Failure of either party at any time to insist upon the strict performance of any term, condition or obligation contained in this Agreement shall not be deemed a waiver of its right at any time thereafter to insist upon strict performance. BelCosta specifically rejects all additional, inconsistent, or conflicting terms, whether printed or otherwise set forth, in any purchase order or other communication between Client and BelCosta. For purposes of clarity, no provision of any purchase order or other business form, including any electronic invoicing portals and vendor registration processes, employed by either party will supersede the terms and conditions of this Agreement and any such document relating to this Agreement shall be for administrative purposes only and shall have no legal effect.

(f) Force Majeure. Neither BelCosta nor any BelCosta Affiliate shall have any responsibility or liability to Client for any failure or delay in performance by BelCosta or any BelCosta Affiliate which results in whole or in part from any cause or circumstance beyond the reasonable control of BelCosta or any BelCosta Affiliate. Such causes and circumstances shall include, but not limited to, acts of God, acts or orders of any government authority, changes in law, strikes or other labor disputes, natural disasters, accidents, wars, civil disturbances, difficulties or delays in transportation, mail or delivery services, inability to obtain sufficient services or supplies from BelCosta’s usual suppliers, or any other cause beyond BelCosta or any BelCosta Affiliate’s reasonable control.

(g) Independent Contractors. The parties to this Agreement are independent contractors. There is no relationship of partnership, joint venture, employment, franchise or agency created hereby between the parties. Neither party will have the power to bind the other or incur obligations on the other party’s behalf.

(h) Governing Law; Jurisdiction; Venue. This Agreement shall be governed by, and interpreted under, the laws of the State of California without reference to principles of conflict of laws. Any controversy arising out of this Agreement shall be resolved in a state court of competent jurisdiction located in the State of California, County of Los Angeles. The parties consent to the exclusive jurisdiction of such courts and waive any objection to such venue. Legal process or notices may be served on either party by certified mail, return receipt requested or any other method permitted by the rules of the court in which an action is commenced at the address of each party set forth above. The parties hereto acknowledge and agree (a) that cannabis businesses are not permitted under, or may otherwise violate, federal law and (b) that any illegality or violation of federal law of the business of BelCosta shall not be a defense to enforceability of this Agreement.

(i) Interpretation. The headings in this Agreement are for convenient reference only and shall not in any way affect the meaning or interpretation of this Agreement. No provision of this Agreement shall be construed against any party merely because that party or counsel drafted or revised the provision in question. This Agreement will be deemed to be jointly prepared by the parties, and any ambiguity or uncertainty shall be interpreted accordingly.

(j) Attorneys’ Fees. In any arbitration, litigation or other proceeding by which one party either seeks to enforce this Agreement or seeks a declaration of any rights or obligations under this Agreement, the non-prevailing party shall pay the prevailing party’s reasonable attorneys’ fees and other costs.

(k) Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative. The exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party.

(l) Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same Agreement. The parties agree that facsimile or electronic signatures may substitute for and have the same legal effect as an original signature.

(m) Authority. The persons executing this Agreement on behalf of the parties warrant that they are duly authorized to execute this Agreement on behalf of the respective parties and that, by so executing this Agreement, the parties are formally bound to the provisions of this Agreement.

(n) Survival. Those sections of this Agreement that should logically survive termination or expiration of this Agreement shall survive termination or expiration of this Agreement.

(o) Severability. If a court of competent jurisdiction determines that any provision of this Agreement is void, illegal or unenforceable, the other provisions of this Agreement shall remain in full force and effect, and the provisions that are determined to be void, illegal or unenforceable shall be limited so that they remain in effect to the extent permissible by law.

(p) Notification/Access of State Entities. BelCosta is required to make a notification to the State of California for any and all failed compliance test results. BelCosta is a licensed testing facility, and therefore, the Bureau of Cannabis Control has full access to inspect BelCosta’s premises and all materials located on the premises.

IN WITNESS WHEREOF, the parties have executed this Agreement to be effective as of the Effective Date set forth above.

















ATTN LAW ENFORCEMENT: The transportation of samples from Client to BelCosta’s premises represents a transitory possession and is being transported for the sole purpose of the analytical testing services listed on the chain of custody form. 

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