Laboratory Thermocycler Template

LABORATORY THERMOCYCLER AGREEMENT

This Laboratory Thermocycler Agreement (the Agreement) is entered into effective as of (Effective Date) by and between the parties identified below.

WHEREAS

WHEREAS, Supplier is engaged in the sale, delivery, installation and maintenance of laboratory thermocyclers and related equipment and services; and

WHEREAS, Client desires to purchase from Supplier, and Supplier agrees to provide, a thermocycler unit described as Model , quantity , serial number(s) , subject to the terms below.

WHEREAS, the parties intend that this Agreement govern purchase price, delivery, acceptance, warranty, maintenance and confidentiality for the equipment and services described herein.

SCOPE OF WORK

Supplier shall provide the thermocycler unit(s), deliver to the Installation Address, perform installation, commission the equipment, and provide operator training and initial technical documentation as set forth below. Specific deliverables, acceptance criteria and milestones are described in the Scope of Work field.

PAYMENT TERMS

Total Purchase Price: $

Deposit Due Date:

Payments shall be made by the method specified in the schedule and are due as set forth above. Overdue amounts shall accrue interest at (or the maximum permitted by law), calculated monthly on the unpaid balance.

DELIVERY, ACCEPTANCE & WARRANTY

Delivery Target Date: . Installation and commissioning to be completed within days following delivery.

Acceptance Testing: Client will perform acceptance testing within days of installation. Equipment that meets the acceptance criteria in the Scope of Work shall be deemed accepted.

Warranty: Supplier warrants that the thermocycler shall be free from material defects in materials and workmanship for a period of months from the date of acceptance. Supplier's sole obligation under this warranty is, at Supplier's option, repair or replacement of defective parts or refund of a proportionate portion of the purchase price, provided Client notifies Supplier in writing of any defect within the warranty period.

TERM AND TERMINATION

Term Start Date: . Term End Date: .

Either party may terminate this Agreement for material breach if the other party fails to cure such breach within days after written notice. Termination for convenience by Client requires days' prior written notice and payment of all accrued sums and reasonable termination costs as set forth herein.

CONFIDENTIALITY

Each party shall maintain in confidence all proprietary, technical and business information disclosed by the other party that is identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure (Confidential Information). Confidential Information shall not include information that is publicly known through no wrongful act of the receiving party, independently developed without use of Confidential Information, or rightfully obtained from a third party without restriction.

The receiving party shall not disclose Confidential Information to third parties except to its employees, contractors and professional advisors on a need-to-know basis who are bound by confidentiality obligations at least as protective as those herein. Confidentiality obligations shall remain in effect for months following termination or expiration of this Agreement.

LIMITATION OF LIABILITY

Except for liability arising from willful misconduct or breach of confidentiality, each party's aggregate liability under this Agreement shall not exceed the total amounts actually paid by Client to Supplier under this Agreement. Neither party shall be liable for consequential, incidental, special or punitive damages.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of law principles.

ENTIRE AGREEMENT

This Agreement, together with any attachments, exhibits and the Scope of Work, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and understandings, whether written or oral. Any amendment to this Agreement must be in writing and signed by authorized representatives of both parties.

NOTICES

MISCELLANEOUS PROVISIONS

Assignment: Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party, except that Supplier may assign to an affiliate or in connection with a sale of substantially all of its assets.

Force Majeure: Neither party shall be liable for delay or failure to perform due to causes beyond its reasonable control, including acts of God, strikes, governmental restrictions, supply-chain disruptions, or pandemics, provided the affected party gives prompt written notice and uses commercially reasonable efforts to resume performance.

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