Bioscience Business Document

Bioscience Business Agreement

This Bioscience Business Agreement (the "Agreement") is entered into as of Effective Date: by and between Client Name: with principal place of business at and Provider Name: with principal place of business at (each a "Party" and together the "Parties").

WHEREAS

WHEREAS, Client requires specialized bioscience services, research, development or related deliverables described below; and

WHEREAS, Provider represents that it has the personnel, facilities, qualifications and regulatory compliance practices necessary to perform the work in accordance with applicable laws and industry biosafety standards; and

WHEREAS, the Parties desire to set forth the terms under which Provider will perform services and deliver results to Client.

Scope of Work

Provider shall perform the Scope of Work in a professional manner consistent with accepted industry practices. Provider shall maintain appropriate biosafety, biosecurity, and quality systems and shall not conduct or permit activities that contravene applicable law or accepted containment standards. Any change to the Scope of Work must be agreed in writing by authorized representatives of both Parties.

Payment Terms

Provider shall submit itemized invoices in accordance with the agreed schedule. Unless otherwise stated, Client shall pay undisputed amounts within the time specified above. Disputed invoice amounts shall be raised in writing within ten (10) business days and the undisputed portion shall remain payable. Overdue amounts shall accrue interest at the rate set forth in the Late Payment Fee above. Each Party is responsible for its own taxes except for sales or similar taxes which shall be paid by Client where applicable.

Term and Termination

Term Start Date:    Term End Date:

Either Party may terminate this Agreement for material breach by the other Party if the breach is not cured within thirty (30) days after written notice specifying the breach. Either Party may terminate for convenience upon providing the notice period set forth above. Upon termination, Client shall pay Provider for all work performed and documented expenses incurred through the effective date of termination. Sections that by their nature survive termination, including confidentiality, indemnification, intellectual property ownership provisions and payment obligations, shall survive.

Confidentiality

"Confidential Information" means non-public information disclosed by a disclosing Party to the receiving Party that is designated in writing as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including proprietary data, technical information, inventions, processes, biological materials, trial results, know-how, and business plans.

The receiving Party shall (a) hold Confidential Information in confidence using the same degree of care it uses to protect its own confidential information but no less than reasonable care; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to its employees, contractors or advisors who have a need to know and who are bound to protect such information at least as stringently as this Agreement requires. Confidential Information does not include information that (i) is or becomes publicly available without breach of this Agreement; (ii) was rightfully known by the receiving Party prior to disclosure; (iii) is lawfully received from a third party without restriction; or (iv) is independently developed without reference to Confidential Information.

If the receiving Party is required by law or valid legal process to disclose Confidential Information, it shall give prompt notice and cooperate to seek protective measures; provided, however, that the receiving Party may disclose only that portion required by law.

Intellectual Property and Deliverables

Unless otherwise agreed in writing, Provider retains ownership of its pre-existing intellectual property and methodologies. Client shall own deliverables specifically identified in the Scope of Work as deliverables upon full payment. The Parties shall document ownership and license rights for any jointly developed intellectual property in a separate written agreement. Provider grants Client a non-exclusive, non-transferable license to use deliverables for Client's internal business purposes unless otherwise specified.

Compliance and Biosafety

Each Party shall comply with all applicable laws, regulations and guidance relating to the handling, transport, use and disposal of biological materials and hazardous substances. Provider represents that it maintains appropriate permits, licenses and containment measures where required, and will perform all work in accordance with applicable biosafety and biosecurity practices. Client shall not request or require Provider to perform activities that would violate applicable laws or accepted containment standards.

Indemnification and Limitation of Liability

Each Party shall indemnify, defend and hold harmless the other Party from claims arising out of its breach of this Agreement, negligence, willful misconduct, or failure to comply with applicable law. EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OR A BREACH OF CONFIDENTIALITY OR INFRINGEMENT OF INTELLECTUAL PROPERTY, NEITHER PARTY SHALL BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, AND EACH PARTY'S AGGREGATE LIABILITY SHALL BE LIMITED TO THE AMOUNTS PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRIOR TO THE CLAIM.

Notices

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. The Parties submit to the exclusive jurisdiction of the courts located in that State for the resolution of disputes arising under this Agreement.

Entire Agreement and Amendment

This Agreement, including any Schedules or Statements of Work expressly incorporated herein, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous understandings and agreements. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties.

The persons executing this Agreement represent and warrant that they have the authority to bind the Party on whose behalf they sign.

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