Serum Institute Business Agreement

Serum Institute Business Agreement

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

Party A - Serum Institute (Supplier): Company Name:

Party B - Client: Client Name:

Recitals

WHEREAS, Serum Institute is engaged in the research, development, manufacture and supply of biological products and related services; and

WHEREAS, Client desires to procure certain products and services from Serum Institute and Serum Institute is willing to provide such products and services under the terms and conditions set forth herein; and

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

1. Scope of Work

Supplier shall perform the work and deliver the products and services described below in accordance with the specifications, milestone dates and acceptance criteria set forth in this Agreement.

2. Payment Terms

Client shall pay Supplier the total contract sum and other amounts in accordance with this Section. All payments are due in immediately available funds unless otherwise agreed in writing.

Late payments not subject to a bona fide dispute shall accrue interest at the lesser of the rate of per month or the maximum rate permitted by applicable law. Client shall also reimburse Supplier for reasonable costs of collection, including attorneys' fees.

3. Term and Termination

This Agreement shall commence on Start Date: and continue until End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon written notice delivered at least days prior to the intended termination date. Either party may terminate immediately upon written notice for the material breach of the other party that remains uncured thirty (30) days after written notice of such breach, or immediately upon insolvency or liquidation of the other party.

4. Confidentiality

Each party (Recipient) shall keep in strict confidence and shall not disclose or use for any purpose other than performance under this Agreement any Confidential Information received from the other party (Discloser). Confidential Information includes, without limitation, non-public technical, scientific, business, financial, and product development information. Recipient shall take reasonable measures to protect Confidential Information, not less than those used to protect its own confidential materials.

Confidentiality obligations shall not apply to information that (a) is or becomes publicly known through no breach of this Agreement, (b) is rightfully received from a third party without restriction, (c) is independently developed, or (d) is required to be disclosed by law or court order, provided Recipient gives Discloser prompt notice and cooperates in any protective order or confidential treatment.

5. Intellectual Property

Except as expressly provided herein, each party retains all right, title and interest in and to its pre-existing intellectual property. All deliverables developed exclusively by Supplier in connection with this Agreement shall be Supplier's property unless the parties expressly agree in writing to the contrary. If Customer and Supplier agree that certain deliverables will be assigned to Client, the parties shall execute a separate assignment and license instrument specifying scope, territory and any royalties.

6. Indemnification and Limitation of Liability

Each party shall indemnify, defend and hold harmless the other party from and against third-party claims arising from its gross negligence, willful misconduct or breach of its representations and warranties. Except for liability arising from willful misconduct, gross negligence, confidentiality breaches or indemnification obligations, neither party's aggregate liability for all claims shall exceed the amounts actually paid by Client to Supplier under this Agreement during the twelve (12) month period preceding the claim.

7. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction of without regard to its choice of law principles. The parties submit to the exclusive jurisdiction of the courts located in that jurisdiction for any disputes arising under this Agreement.

8. Notices

All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by certified mail, return receipt requested, or by nationally recognized overnight courier, to the addresses set forth below or to such other address as a party may designate in writing.

9. Entire Agreement

This Agreement, including any schedules or attachments hereto that are expressly incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

10. Miscellaneous

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties are independent contractors and nothing herein shall create a joint venture, partnership or agency relationship. No waiver of any breach shall constitute a waiver of any other or subsequent breach.

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