​Terms and conditions of use for Lab Services

Payment Terms

Clara requests 50% prepayment of the fee prior to work. Remainder of fee to be paid Net15 from when data or samples are shipped or returned to customer. A late fee on overdue invoices will have a monthly finance charge of 1.5%.

 

Shipping address:

Clara Biotech, Attn: Production
2029 Becker Dr.
Lawrence, KS 66047
United States

Instructions for Sample Preparation and Shipment.

Always store your biological samples in -80°C or colder.
Avoid any freeze-thaw cycles.
Pack each sample individually in a centrifuge tube with requested minimum volume.
Please label clearly for each sample (sample type, label, date, volume).
Please ship via dry ice overnight with tracking number, and send email notification to product@clarabio.tech. If you need help sourcing appropriate shipping containers we can provide as needed.

Limitations.

In some cases we require some pre-payment for projects and those will be disclosed with quote. The provided quote is good for 15 days unless otherwise specified. Please note that this quote assumes each sample quantity is less than 1 mL in sample volume. The price may change if volumes are higher. The cost of sourcing and procurement of antibodies outside of CD9, CD63, or CD81 are not included in this quote.

Shipping, Handling and Returns.

Clara ships all items ex works, and unless otherwise instructed by customer, will use UPS Next Day Air services or equivalent.

These terms and conditions supersedes all oral understandings, representations, prior discussions and preliminary agreement. We will not be bound by, and specifically object to, any term, condition, or other provision which is different from or in addition to the provisions of this Agreement and which is submitted by you in any order, receipt, acceptance, confirmation, correspondence or other document.
      

Material Transfer Agreement

This Agreement, effective as of the date of acceptance of this quote (“Effective Date”), is made by and among Clara Diagnostics, Inc. (DBA Clara Biotech) with offices at 2029 Becker Drive, Lawrence, Kansas 66047 (“Clara”), and “Customer” as listed in the attached Quote.
WHEREAS, Customer desires for Clara to isolate, evaluate, and/or characterize certain Materials, as defined in a specific Quote or scope of work, which may be amended from time-to-time (the “Project”); and
WHEREAS, Clara agrees to receive the Materials and Confidential Information for the expressly limited purpose of carrying out the Project pursuant to the terms and conditions of this Agreement.
NOW, THEREFORE, the Parties agree as follows:

1. Definitions

1.1. Confidential Information. Confidential Information includes the Materials, Statement of Work, and other information exchanged between the Parties as part of the Project, and all information developed during the course of performance of the Statement of Work. Confidential Information will be used solely for the purposes of carrying out the Project, and not disclosed to third parties, except as required by law. Confidential Information shall only be disclosed to those personnel within Clara’s organization requiring access to carry out the Project, and any such personnel shall be made aware of the restrictions imposed herein. Clara further agrees that any personnel who require access to Confidential Information to carry out the Project shall be subject to written obligations of non-use and non-disclosure at least as restrictive as those set forth in this Agreement. The obligation of confidentiality shall not apply to information: (i) that is publicly available or that becomes publicly available through no fault of Clara; or (ii) that can be reasonably demonstrated to have been in Clara’s possession prior to disclosure by Customer; or (iii) that is received from a third party not under obligation to Customer with respect to the confidentiality of such information.
1.2. Materials. The Materials include biological samples specified in Quote, which are provided by Customer pursuant to this Agreement, or which may have been previously provided to Clara pursuant to a prior Agreement between the Parties. Processed samples, isolated subcellular fractions, and analytes separated by Clara from the biological samples also constitute Materials for purposes of this Agreement. 
1.3. Principal Investigator. The Principal Investigator means the Clara personnel who will be primarily responsible for carrying out the Statement of Work and is selected and certified by Clara as being competent for that role.
1.4. Statement of Work. The Statement of Work means the detailed description of the research and protocols for processing and evaluation of the Materials, as agreed by the Parties, and which is attached hereto and incorporated herein by reference as Quote and may or may not reference additional documents. The Statement of Work will not be changed without the written consent of Customer.

2. Transfer of Materials

2.1. Ownership of Materials. All right, title, and interest in and to the Materials is, shall be, and shall remain the sole property of Customer. Clara will hold the Materials in trust and will use the Materials solely as part of the Project defined herein. 
2.2. Care in Use of Materials. Clara acknowledges that the Materials are experimental in nature and may have unknown characteristics and therefore agrees to use prudence and reasonable care in the use, handling, storage, transportation, disposition and containment of the Materials. In no event shall the Materials be introduced into humans or non-laboratory animals. 
2.3. Control of Materials. Clara agrees to retain control over the Materials at all time, subject to permitted transfer of Materials to third parties for further analysis and/or Clara’s obligation to return the Materials to Customer as provided herein.
2.4. Limitation of Use. The Materials shall be used solely by Clara only for the Statement of Work under suitable laboratory conditions; any other uses are hereby strictly prohibited. 

2.5. No Transfer by Clara. Except as permitted as part of the Project, Clara shall not transfer the Materials to any third party institution, entity, or individual. For clarity, Materials may be transferred to third parties working under the direction of Clara pursuant to the Project, such as for analysis or further characterization, to be specified in advance as part of the Statement of Work.

3. Compliance With Laws

Clara shall use the Materials in compliance with all applicable laws, rules and regulations including, where applicable, those relating to the treatment of laboratory animals and current NIH guidelines. Except to the extent prohibited by law, the Clara assumes all liability for damages which may arise from its use, storage or disposal of the Material. Customer will not be liable to the Clara for any loss, claim or demand made by the Clara, or made against the Clara by any other party, due to or arising from the use of the Material by the Clara, except to the extent permitted by law when caused by the gross negligence or willful misconduct of Customer.

4. Data and Developments

4.1. Reporting. Within thirty (30) days after completion of any experiments or as provided in the Statement of Work, Clara shall communicate in writing to Customer all results of the Statement of Work (“Data”). Clara agrees that the Data provided to Customer under this Agreement will be reasonably accurate in accordance with scientifically accepted standards. CLARA OTHERWISE DISCLAIMS ALL WARRANTIES INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. 
4.2. Ownership. It is understood and agreed that all Data generated in respect of, incident to, or as a result of any use of the Materials, and any reports generated by Clara relating to any work contemplated by this Agreement, will be owned by Customer, provided that Clara shall have the ongoing right to use the Data for its internal research and development, including improvement of its services, processes, and devices, and may publish or present de-identified Data incidental to its promotional efforts, or as part of a submission to a governmental regulatory authority, to comply with securities law, or to  satisfy other requirements of any governmental agency.
4.3. Intellectual Property. Clara understands and agrees that Data may be used by Customer to file and support patent applications or in preparing regulatory filings.

5. Publication

Clara and/or Customer may elect to publish results from the Statement of Work. Any proposed publication will be submitted to the other Party (“Reviewing Party”) for review at least 30 days prior to submission for publication. The Reviewing Party will have 30 days to notify the other Party (“Publishing Party”) in writing and request the removal of any Confidential Information, or request that publication be delayed for a maximum of an additional 30 days for the Reviewing Party to pursue intellectual property protection. Publications by Customer will contain an acknowledgement of Clara’s contributions.

 

6. Use of Name

Customer hereby consents to use of its name on Clara’s website or promotional materials as part of a customer list, provided that no specific claims or endorsements are made on behalf of the listed customers regarding Clara’s services. Customer may request in writing that its name be removed at any time. In all other cases, neither Party will use the name, trade name, trademark or other designation of the other Party in connection with any promotion or advertising without the prior written permission of the other Party.

 

7. No Implied Licenses

Except as expressly provided herein, nothing in this Agreement, nor either Party’s performance under it, is intended to confer or grant, or shall be construed to confer or grant, to Clara any license, option, right or other proprietary interest in the Materials and Data or in any intellectual property relating to any of the foregoing, whether by implication, estoppel, or otherwise. 

 

8. No Warranty

THE MATERIALS ARE BEING SUPPLIED “AS IS”, WITH NO WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND CUSTOMER EXPRESSLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. 

9. Independent Contractor

Clara’s relationship with Customer will be that of an independent contractor. Nothing in this Agreement will be construed to create a partnership, joint venture, or employer-employee relationship between Clara and Customer. Neither Party is authorized or empowered to act as agent for the other for any purpose and shall not on behalf of the other enter into any contract, warranty or representation as to any matter. Neither Party shall be bound by the acts or conduct of the other.

10. Term and Termination

10.1. This Agreement shall commence on the Effective Date and remain in full force and effect throughout the Term as specified in the Statement of Work, which may be extended by the mutual written agreement of the Parties.
10.2. Customer may terminate this Agreement by written notice to Clara, with immediate effect, in the event the Principal Investigator is unwilling or unable to continue the Statement of Work, and a successor is not available.
10.3. Notwithstanding the foregoing, either Customer or Clara may terminate this Agreement for any reason or no reason upon thirty (30) business days written notice to the other (“Notice”). Upon the expiration, cancellation or termination of this Agreement for any reason, and in the absence of further written agreement of the parties, Clara shall immediately cease all use of the Materials.
10.4. Clara agrees to return all Materials, along with all copies of any written notes or documentation regarding the Materials and/or the Statement of Work, including Data, to Customer within thirty (30) business days, upon (a) the completion of the Statement of Work, (b) any expiration, cancellation or termination of this Agreement for any reason, or (c) at any earlier time that Customer requests; except that Clara’s legal advisor may retain one copy of its written notes and documentation in its confidential files for purposes of ensuring Clara’s compliance with its obligations under this Agreement.
10.5. Articles 2, 3, 4, 5, 6, 7, 8, and 9 shall survive any expiration, cancellation, or termination of this Agreement for any reason. 

11. Waiver

No waiver of any provisions of this Agreement or consent to any departure from the terms hereof shall be effective unless the same shall be in writing and signed by the party waiving or consenting thereto. If any of the provisions in this Agreement shall for any reason be declared or held invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision thereof, and this Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein.

12. Governing Law

The rights and obligations of the Parties and the interpretation and performance of this Agreement shall be governed by the law of Kansas, without regard to its conflict of laws rules.

13. Counterparts

This Agreement may be executed in any number of counterparts with the same effect as if the parties had all signed the same document. All counterparts shall be construed together and shall constitute one agreement.

14. Assignment

This Agreement may not be assigned by either Party in whole or in part without the prior written permission of the other Party. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors, legal representatives and permitted assigns.

15. Entire Agreement

Unless noted, this Agreement and the Quote hereto represent the entire understanding of the Parties with respect to the subject matter hereof. In the event of any inconsistency between this Agreement and the Statement of Work, or a prior research agreement between the Parties, the terms of this Agreement shall govern.

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