Quality Control Collection Process

QUALITY CONTROL COLLECTION PROCESS AGREEMENT

This Quality Control Collection Process Agreement ("Agreement") is made effective as of by and between Client Name: and Service Provider Name: .

WHEREAS

WHEREAS, Client engages Service Provider to perform quality control collection services consisting of the collection, verification, documentation, and transfer of samples, records, or data described in this Agreement (the "Collections"); and

WHEREAS, Service Provider represents that it maintains procedures, trained personnel, and chain-of-custody controls appropriate to ensure the integrity and traceability of Collections and will perform the Services in accordance with the Scope of Work set forth below; and

WHEREAS, the parties desire to set forth their respective rights, duties, and obligations with respect to the quality control collection process and related deliverables.

SCOPE OF WORK

Deliverables shall include, at a minimum: sample identification and labeling, documented chain-of-custody, initial quality assessment, corrective action logs for failed quality checks, and transfer to designated laboratory or repository. Service Provider shall follow the following defined collection steps as applicable:

PAYMENT TERMS

Total Fee: $ payable in accordance with the payment schedule below.

Invoices shall be issued by Service Provider and are due within days of invoice date. Overdue amounts shall accrue interest at per month (or the maximum permitted by law), plus reasonable costs of collection, including attorneys' fees.

TERM AND TERMINATION

The term of this Agreement shall commence on Start Date: and shall continue until End Date: , unless earlier terminated in accordance with this Agreement.

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 days after written notice of such breach.

Upon termination, Service Provider shall deliver to Client all Collections, records, reports, and invoices for Services performed through the date of termination and shall cooperate to ensure an orderly transition.

CONFIDENTIALITY

Each party (the "Recipient") shall keep confidential all non-public information disclosed by the other party (the "Discloser") in connection with the Collections and the Services. Confidential information includes sample data, chain-of-custody records, laboratory results, process audit logs, and any other information reasonably understood to be confidential.

Recipient shall not use Confidential Information except to perform its obligations under this Agreement and shall not disclose Confidential Information to any third party except to its employees, subcontractors, or agents with a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement. Confidential information shall be kept for a period of years following disclosure, except as otherwise required by law.

Notwithstanding the foregoing, Confidential Information shall not include information that (a) is or becomes publicly available through no fault of Recipient; (b) was known to Recipient prior to disclosure by Discloser; (c) is received from a third party without breach of an obligation of confidentiality; or (d) is independently developed by Recipient without use of Discloser's Confidential Information. If Recipient is compelled by law to disclose Confidential Information, Recipient shall provide prompt written notice to Discloser and reasonably cooperate with Discloser to seek protective measures.

DATA SECURITY, RECORDS, AND AUDIT RIGHTS

Service Provider shall maintain appropriate administrative, technical, and physical safeguards to protect Collections and any associated data from unauthorized access, alteration, or loss. Service Provider shall retain records related to Collections and quality control checks for a period of years unless otherwise required by law.

Client reserves the right, upon reasonable prior notice and during normal business hours, to audit Service Provider's processes, records, and controls to confirm compliance with this Agreement. Any such audit shall be conducted in a manner designed to minimize disruption to Service Provider's operations.

INDEMNIFICATION; LIMITATION OF LIABILITY

Service Provider shall indemnify and hold Client harmless from claims, damages, liabilities, and expenses arising from Service Provider's gross negligence or willful misconduct in performing the Services. Except for liability arising from gross negligence, willful misconduct, or breaches of confidentiality, neither party's aggregate liability under this Agreement shall exceed the total fees paid by Client to Service Provider under this Agreement for the six (6) month period 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 principles.

ENTIRE AGREEMENT; AMENDMENT

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

MISCELLANEOUS PROVISIONS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. 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 of its assets.

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