Biosciences Document Template

BIOSCIENCES SERVICES AGREEMENT

This Biosciences Services Agreement ("Agreement") is made and entered into as of by and between Client Name: and Service Provider Name: .

Parties and Contact Information

WHEREAS

WHEREAS, Client requires specialized biosciences services, which may include laboratory testing, sample processing, protocol development, and analytical reporting (collectively, "Services");

WHEREAS, Provider represents that it has the technical qualifications, facilities, personnel, equipment, and regulatory controls necessary to perform the Services in accordance with applicable professional standards and the terms of this Agreement;

WHEREAS, the parties desire to set forth the terms and conditions under which Provider will provide the Services and Client will compensate Provider.

Scope of Work

Provider will perform the Services as described below. Any material changes to the scope, deliverables, estimated timelines, or required biosafety level must be agreed in writing by both parties prior to implementation.

Payment Terms

Total Fee: $ . Payment shall be made in accordance with the schedule set forth below.

Invoices are due within days of receipt. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. Late fee/interest rate:

Term and Termination

The term of this Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach by the other party if such breach remains uncured for thirty (30) days after written notice describing the breach, or immediately if the breach cannot reasonably be cured within that period and the breaching party fails to commence cure within that period and diligently pursue cure to completion.

Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other in any form that is designated as confidential or that by its nature should reasonably be understood to be confidential, including but not limited to data, protocols, assays, experimental results, biological materials, and proprietary methods. Each party shall: (a) use Confidential Information only for the purposes of performing this Agreement; (b) restrict disclosure to employees, agents, consultants, or contractors who have a need to know and who are bound to confidentiality obligations at least as protective as this Agreement; and (c) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

Confidential Information shall not include information that is or becomes publicly available through no breach of this Agreement, is rightfully received from a third party without restriction, is independently developed without use of the disclosing party's Confidential Information, or is required to be disclosed by law or judicial process (provided prompt notice is given and disclosure is limited to the required minimum).

The obligations under this Confidentiality section shall continue for years from the date of disclosure, except that trade secrets shall be protected for so long as they qualify as trade secret under applicable law.

Materials, Data and Regulatory Compliance

If Client provides biological materials, Client shall warrant it has the right to provide such materials and that they are accompanied by complete and accurate information regarding hazards, biosafety level, and storage/transport requirements. Provider shall handle all materials in accordance with applicable biosafety practices and documented protocols. Provider shall not use or transfer Client materials for any purpose other than performance of the Services without Client's prior written consent.

Intellectual Property and Reports

Subject to Client's ownership of any Client-supplied materials, Provider shall retain ownership of its background intellectual property. Client shall own intellectual property in original data and reports generated specifically under this Agreement, provided Client is not in material breach of payment obligations. Provider grants Client a non-exclusive, royalty-free license to Provider background technology only to the extent reasonably necessary to use the deliverables. Any joint inventions shall be addressed by a separate written agreement.

Indemnification and Limitation of Liability

Each party shall indemnify and hold harmless the other party from third-party claims arising from its gross negligence or willful misconduct in connection with this Agreement, subject to applicable law. Except for liability arising from willful misconduct, gross negligence, or breaches of confidentiality, neither party shall be liable for consequential, incidental, or punitive damages. The aggregate liability of either party for any claim arising under this Agreement shall not exceed the total fees paid to Provider under this Agreement in the twelve (12) months preceding the claim.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law rules.

Entire Agreement; Amendments

This Agreement, including any exhibits and written statements of work referenced herein, constitutes the entire agreement between the parties and supersedes all prior discussions, proposals, and agreements relating to the Services. Any amendment or waiver must be in writing and signed by authorized representatives of both parties.

Miscellaneous

Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign to an affiliate or in connection with a merger or sale of substantially all assets provided the assignee assumes the obligations hereunder. Notices shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate in writing.

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