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CLARA BIOTECH TERMS & CONDITIONS 
“Future Exosome Leaders”  GRANT AGREEMENT 

This document contains a list of standard terms and conditions frequently included in our project support grant agreements. This is not an exhaustive list and is subject to change from time to time at our sole discretion. This list is provided for informational purposes only and does not imply an award, agreement, or offer to contract. 

GENERAL:  In submitting your application, you are agreeing to receive marketing materials, newsletters and other promotional communications from Clara Biotech from time to time. You have a right to withdraw your consent at any time, we may still continue to send you service-related and other non-promotional communications.  No purchase necessary; Void where prohibited by law. Terms and Conditions apply; Awardee selection dependent on acceptance thereof.  We do not recommend that you include any confidential information in your application.  Applicants agree there is no obligation on our part to keep your information confidential.

TIMING: Application entry runs from March 8th – April 30, 2021.

GRANT AMOUNT: The Grantor will fund up to $5000 USD of Clara Biotech Lab Isolation and Characterization Services or ExoRelease exosome isolation kits (Products). Please note, shipping and handling of materials (inbound and outbound) are NOT covered by this Grant. 

REPORTING & PAYMENT SCHEDULE: Utilization of funds are subject to Your compliance with this Agreement, including Your achievement, and The Grantor’s approval, of any applicable targets, milestones, and reporting deliverables required under this Agreement. The Grantor may, in its reasonable discretion, modify utilization funding dates or amounts and will notify You of any such changes in writing. 

REPORTING: You will submit a final summary to The Grantor which should demonstrate meaningful progress against the goals. If meaningful progress has not been made, the report should explain why not and what adjustments You are making to get back on track. It is The Grantor’s expectation that this research will be submitted for publication within 1 (one) year of award, unless otherwise agreed. The Grantor requests, but does not require, pre-publication review. If the research is not sent out for publication within one year, the data from the research project should be shared with The Grantor.

PROJECT DESCRIPTION AND CHARITABLE PURPOSE: The Grantor is awarding You this grant to carry out the project described in the Project Narrative / Overview (collectively, "Project") in order to further the field of exosome research. The Grantor, in its discretion, may approve in writing any request by You to make non-material changes to the Project.

USE OF FUNDS: You may not use resources provided under this Agreement ("Grant Funds") for any purpose other than the Project.

PUBLICATION: Consistent with Your commitments, if the Project description specifies Publication or Publication is otherwise requested by The Grantor, You will seek prompt Publication of any Funded Developments consisting of data and results. “Publication” means publication in a peer-reviewed journal or other method of public dissemination specified in the Project description or otherwise approved by The Grantor in writing. Publication may be delayed for a reasonable period for the sole purpose of seeking patent protection, provided the patent application is drafted, filed, and managed in a manner that best furthers Global Access. Nothing in this section shall be construed as requiring Publication in contravention of any applicable ethical, legal, or regulatory requirements. You will mark any Funded Development subject to this clause with the appropriate notice or attribution, including author, date and copyright (e.g., © 20<> <Name>). When publishing research you must mention Clara Biotech and its  Immuno-Isolation technology or ExoRelease exosome isolation under your methods. 

SUBGRANTS AND SUBCONTRACTS: You have the exclusive right to select subgrantees and subcontractors to assist with the Project.

RESPONSIBILITY FOR OTHERS: You are responsible for all acts and omissions of any of Your trustees, directors, officers, employees, subgrantees, subcontractors, contingent workers, agents, and affiliates assisting with the Project and ensuring their compliance with the terms of this Agreement. 

ANTI-TERRORISM: You will not use funds provided under this Agreement, directly or indirectly, in support of activities (a) prohibited by U.S. laws related to combating terrorism; (b) with persons on the List of Specially Designated Nationals (www.treasury.gov/sdn) or entities owned or controlled by such persons; or (c) with countries against which the U.S. maintains comprehensive or targeted sanctions (currently, Cuba, Iran, Syria, North Korea, and the Crimea Region of Ukraine), unless such activities are fully authorized by the U.S. government under applicable law and specifically approved by The Grantor in its sole discretion. 

ANTI-CORRUPTION AND ANTI-BRIBERY: You will not offer or provide money, gifts, or any other things of value directly or indirectly to anyone in order to improperly influence any act or decision relating to The Grantor or the Project, including by assisting any party to secure an improper advantage. Training and information on compliance with these requirements are available at www.learnfoundationlaw.org

LOBBYING AND ELECTIONEERING PROHIBITION: You may not use Grant Funds to influence the outcome of any election for public office or to carry on any voter registration drive. You acknowledge that The Grantor has not earmarked Grant Funds to support lobbying activities or to otherwise support attempts to influence legislation. Activities will be conducted consistent with the private foundation lobbying rules and exceptions under Internal Revenue Code Section 4945 and related regulations. You confirm that the Budget (or the combined project budget if there are multiple funders) accurately reflects that You will expend at least the amount of the Grant Funds on (a) non-lobbying activities in the project year, or (b) for multiple year projects, the total non-lobbying portion of the project. 

OTHER LOBBYING, GIFT, AND ETHICS RULES: You agree to comply with any national, state, local, or other lobbying, gift, and ethics rules applicable to the Project. The Grantor is not retaining or employing You to engage in lobbying activities. 

PUBLICITY: A Party may publicly disclose information about the award of this grant, including the other Party’s name and affiliation, the total amount awarded, and a non-confidential description of the Project. Both Parties may reference each other for promotional purposes or logo for any purpose. You will provide Clara Biotech a headshot, brief biography, and research summation for press release announcing the Grant winners. You agree to a Q&A session (either by phone or form) that will be published as a solo press release of the work the Grant is being used for. You also agree to provide 30 minutes to discuss your project after completion which may be used for promotional or marketing purposes. 

COMPLIANCE WITH LAWS: In carrying out the Project, You will comply with all applicable laws, regulations, and rules and will not infringe, misappropriate, or violate the intellectual property, privacy, or publicity rights of any third party. 

RELIANCE: You acknowledge that The Grantor is relying on the information You provide in reports and during the course of any due diligence conducted prior to the Start Date and during the term of this Agreement. You represent that The Grantor may continue to rely on this information and on any additional information You provide regarding activities, progress, and Funded Developments. 

TERM: This Agreement commences on the Start Date and continues until the End Date, unless terminated earlier as provided in this Agreement. The Grantor, in its discretion, may approve in writing any request by You for a no-cost extension, including amending the End Date and adjusting any affected reporting requirements. The Start Date will begin on announcement of the award and will expire by December 31st 2021 if not used, or any funds remain unused.

TERMINATION: The Grantor may modify, suspend, or discontinue any payment of Grant Funds or terminate this Agreement if: (a) The Grantor is not reasonably satisfied with Your progress on the Project; (b) there are significant changes to Your leadership or other factors that The Grantor reasonably believes may threaten the Project’s success; (c) there is a change in Your control; (d) there is a change in Your tax status; or (e) You fail to comply with this Agreement. 

RETURN OF FUNDS: Any Grant Funds that have not been used for, or committed to, the Project upon expiration or termination of this Agreement are forfeit.

SURVIVAL: A Party’s obligations under this Agreement will be continuous and survive expiration or termination of this Agreement as expressly provided in this Agreement or otherwise required by law or intended by their nature. 

ENTIRE AGREEMENT, CONFLICTS, AND AMENDMENTS: This Agreement contains the entire agreement of the Parties and supersedes all prior and contemporaneous agreements concerning its subject matter. If there is a conflict between this Agreement and the Proposal Narrative, Results Framework and Tracker, or Budget, this Agreement will prevail. Except as specifically permitted in this Agreement, no modification, amendment, or waiver of any provision of this Agreement will be effective unless in writing and signed by authorized representatives of both Parties. 

NOTICES AND APPROVALS: Written notices, requests, and approvals under this Agreement must be delivered by mail or email to the other Party’s primary contact specified on the Agreement Summary & Signature Page, or as otherwise directed by the other Party. 

SEVERABILITY: Each provision of this Agreement must be interpreted in a way that is enforceable under applicable law. If any provision is held unenforceable, the rest of the Agreement will remain in effect. 

ASSIGNMENT: You may not assign, or transfer by operation of law or court order, any of Your rights or obligations under this Agreement without The Grantor’s prior written approval. This Agreement will bind and benefit any permitted successors and assigns. 

COUNTERPARTS AND ELECTRONIC SIGNATURES: Except as may be prohibited by applicable law or regulation, this Agreement and any amendment may be signed in counterparts, by facsimile, PDF, or other electronic means, each of which will be deemed an original and all of which when taken together will constitute one agreement. Facsimile and electronic signatures will be binding for all purposes. 

The following clauses will be included in project support grant agreements if relevant to your project, as determined by The Grantor. These terms are non-negotiable. 

COMPLIANCE WITH REQUIREMENTS: You will conduct, control, manage, and monitor the Project in compliance with all applicable ethical, legal, regulatory, and safety requirements, including applicable international, national, state, local, institutional, and school district or school network standards (“Requirements”). You will obtain and maintain all necessary approvals, consents, and reviews before conducting the applicable activity. As a part of Your annual progress report to The Grantor, You must report whether the Project activities were conducted in compliance with all Requirements. Any activities by The Grantor in reviewing documents and providing input or funding does not modify Your responsibility for determining and complying with all Requirements for the Project. 

INDEMNIFICATION: If the Project involves clinical trials, trials involving human subjects, post-approval studies, field trials involving genetically modified organisms, experimental medicine, or the provision of medical/health services (“Indemnified Activities”), You will indemnify, defend, and hold harmless The Grantor and its trustees, employees, and agents (“Indemnified Parties”) from and against any and all demands, claims, actions, suits, losses, damages (including property damage, bodily injury, and wrongful death), arbitration and legal proceedings, judgments, settlements, or costs or expenses (including reasonable attorneys’ fees and expenses) (collectively, “Claims”) arising out of or relating to the acts or omissions, actual or alleged, of You or Your employees, subgrantees, subcontractors, contingent workers, agents, and affiliates with respect to the Indemnified Activities. You agree that any activities by The Grantor in connection with the Project, such as its review or proposal of suggested modifications to the Project, will not modify or waive The Grantor’s rights under this paragraph. An Indemnified Party may, at its own expense, employ separate counsel to monitor and participate in the defense of any Claim. Your indemnification obligations are limited to the extent permitted or precluded under applicable federal, state or local laws, including federal or state tort claims acts, the Federal Anti-Deficiency Act, state governmental immunity acts, or state constitutions. Nothing in this Agreement will constitute an express or implied waiver of Your governmental and sovereign immunities, if any.

Participation in Clara Biotech's Future Exosome Leaders program is conditional upon the applicant entering this Agreement, including the applicable terms and conditions for use of and access to the premises and equipment as well as Co-Marketing conditions. Terms and conditions apply.