Business Document Fujifilm Diosynth

Business Document Fujifilm Diosynth

This General Business Agreement (the Agreement) is entered into as of (Effective Date), by and between:

WHEREAS

WHEREAS, Party A is engaged in the business of providing biopharmaceutical contract development and manufacturing services and related technical support, and Party B desires to obtain certain services from Party A under the terms and conditions set forth herein;

WHEREAS, Party B represents that it has the authority to retain Party A to perform the services described in this Agreement and to grant the rights and make the representations provided herein;

WHEREAS, the parties desire to set forth the terms and conditions upon which Party A will perform the services and Party B will compensate Party A.

Scope of Work

Party A shall perform the services and deliverables as described below. The scope shall include, without limitation, manufacturing, testing, analytical support, documentation, and project management as applicable. Any changes to scope shall be documented in a written change order signed by authorized representatives of both parties.

Payment Terms

In consideration for the services, Party B shall pay Party A the fees set forth below. All amounts are stated in the currency specified unless otherwise agreed in writing.

Invoices shall be issued by Party A in accordance with the payment schedule. Payment is due within days of receipt of a proper invoice.

Late payments shall bear interest at the lesser of (a) % per month or (b) the maximum rate permitted by applicable law, calculated monthly from the date payment was due until paid in full.

Term and Termination

This Agreement shall commence on the Effective Date and continue until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach. Either party may also terminate for convenience upon providing days' prior written notice to the other party.

Upon termination, Party B shall pay Party A for services performed and costs reasonably incurred through the date of termination. Party A shall use commercially reasonable efforts to provide a final invoice promptly after termination.

Confidentiality

"Confidential Information" means all non-public business, technical, scientific, regulatory, financial, pricing and other information disclosed by one party (Discloser) to the other (Recipient), whether disclosed orally, in writing, or by inspection, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information.

The Recipient shall (a) hold Confidential Information in strict confidence, (b) not disclose Confidential Information to any third party except to those employees, contractors or advisers who need to know and are bound by confidentiality obligations no less protective than those herein, and (c) use Confidential Information solely to perform its obligations under this Agreement. Recipient shall take reasonable measures to protect Confidential Information and shall be liable for any unauthorized disclosure by its representatives.

Confidential Information does not include information that: (i) is or becomes generally available to the public other than through a breach of this Agreement; (ii) was known to the Recipient prior to disclosure by the Discloser without restriction; (iii) is rightfully obtained from a third party without breach of any obligation of confidentiality; or (iv) is independently developed without use of Discloser's Confidential Information. If Recipient is compelled by law to disclose Confidential Information, Recipient shall provide Discloser prompt written notice to permit Discloser to seek a protective order or other appropriate remedy.

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 state and federal courts located in that State for any dispute arising out of or relating to this Agreement.

Entire Agreement

This Agreement, including any exhibits, attachments and executed change orders, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, proposals, representations, warranties, understandings and agreements, whether written or oral. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

Miscellaneous Provisions

Neither party shall assign this Agreement without the prior written consent of the other, except that Party A may assign to an affiliate or in connection with a sale of substantially all its assets. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. The waiver of any right or remedy is effective only if in writing and signed by the waiving party.

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