Business Lab Route Template

BUSINESS LAB ROUTE AGREEMENT

Parties and Effective Date

Effective Date:

Recitals

WHEREAS, Service Provider is engaged in the business of coordinating, collecting, transporting and delivering laboratory samples and related materials to testing facilities and is properly licensed and equipped to perform such services in accordance with applicable laws and industry standards; and

WHEREAS, Client desires to engage Service Provider to perform scheduled route collection and delivery services for Client's samples in accordance with the terms and conditions set forth in this Agreement, and Service Provider agrees to provide such services under the terms of this Agreement;

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the parties agree as follows.

Scope of Work

Service Provider shall perform route collection, handling, chain-of-custody, transport and delivery of Client samples to designated testing laboratories in accordance with this Agreement. Services shall include but are not limited to scheduled pickups, temporary storage during transit, delivery confirmations, and documentation required to maintain sample integrity and regulatory compliance.

Payment Terms

Client shall pay Service Provider the fees set forth below for services rendered under this Agreement. All payments shall be due in accordance with the agreed schedule and prior to any late fees becoming applicable.

Late Payment Fee: If any payment due hereunder is not received within days after the due date, Client shall pay interest at the lesser of per month or the maximum rate permitted by law, plus a one-time administrative fee of .

Term and Termination

This Agreement shall commence on the Effective Date and shall continue in effect until terminated as provided below.

Commencement Date: . Termination Date:

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 that remains uncured for a period of 15 days after written notice of such breach. Termination shall not relieve Client of its obligation to pay for services performed prior to termination or for costs reasonably incurred by Service Provider in winding down services.

Confidentiality

Each party acknowledges that in the performance of this Agreement it may receive or have access to Confidential Information of the other party. "Confidential Information" means nonpublic information that is designated as confidential or that a reasonable person would understand to be confidential under the circumstances, including sample source data, patient identifiers, proprietary testing methods, pricing, and route manifests. Each party shall: (a) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information, but not less than reasonable care; (b) not disclose Confidential Information to any third party except to employees, contractors or agents who have a need to know and are bound by confidentiality obligations; and (c) use Confidential Information solely to perform its obligations under this Agreement. Confidential Information does not include information that is publicly available without breach, independently developed without use of Confidential Information, or required to be disclosed by law, provided the disclosing party gives prompt notice of such required disclosure where legally permitted.

Compliance, Chain of Custody and Liability

Service Provider shall perform services in compliance with applicable laws, regulations and industry standards applicable to the handling and transport of laboratory samples. Service Provider shall maintain a written chain-of-custody procedure and provide copies of custody documentation to Client upon delivery. Service Provider's liability for loss, contamination or delay of samples shall be limited to direct damages arising from Service Provider's gross negligence or willful misconduct, and in no event shall Service Provider be liable for consequential, incidental or punitive damages. Client shall indemnify and hold harmless Service Provider from claims arising from Client's improper labeling, packaging or instructions.

Insurance and Certifications

Service Provider shall maintain commercially reasonable insurance coverage, including general liability and motor vehicle insurance, in amounts sufficient to perform the services contemplated by this Agreement. Upon request, Service Provider shall provide certificates of insurance evidencing the required coverages.

Governing Law and Dispute Resolution

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. The parties agree to attempt in good faith to resolve disputes by negotiation. If the dispute cannot be resolved by negotiation within 30 days, the parties may pursue any remedy available at law or in equity in the courts of the state identified above.

Entire Agreement; Amendments

This Agreement, including all exhibits and written attachments executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals or representations, whether written or oral. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Notices

All notices under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as either party may designate by written notice. Notices shall be deemed given when delivered in person, by nationally recognized overnight courier, or three business days after deposit in the United States mail, postage prepaid, certified mail, return receipt requested.

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced to the fullest extent permitted by law. The parties are independent contractors and nothing in this Agreement shall be construed to create a partnership, joint venture or employment relationship.

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