Nov. 18, 2015

This Supplier Agreement (“Agreement”) establishes terms and conditions by which a research services supplier (“Supplier”) can advertise, market or sell a service or product to be provided to a customer (“Client”) through Assay Depot’s online marketplaces or through the Assay Depot Concierge service (collectively, the “Platform”). Any Supplier desiring to advertise, market or sell a service or product through the Platform may do so only pursuant to the express terms and conditions of this Agreement. For the purposes of this Agreement, each reference to Supplier shall refer to the supplier agreeing to the terms and conditions of this Agreement as supplemented or amended by a Statement of Work (SOW), and each reference to “Service” or “Services” shall refer to the specific service(s) or product(s) advertised on the Platform or to be provided to a Client as further agreed between the Supplier and Client and set forth in a respective Statement of Work (“SOW”) agreed between the Client and Supplier through the Platform (as the context requires). Any Client desiring to use the Platform has separately agreed with Assay Depot to be an intended third party beneficiary under this Agreement and may use the Platform only pursuant to the express terms and conditions of this Agreement. Each reference to Assay Depot in this Agreement shall mean The Assay Depot Inc.

1. Binding Agreement; Eligibility

a. Binding Agreement. Assay Depot and Supplier agree to be bound by the terms and conditions of this Agreement, and by the Platform’s Privacy Policy and Terms of Use (collectively “Policies”), links to which are available on the backoffice.assaydepot.com website, and which are incorporated herein by reference. Assay Depot may change the Policies from time to time. In the event of any conflict, the terms of this Agreement shall prevail over the terms of the Policies. Save as set forth in this Agreement, this Agreement supersedes all other understandings, agreements and documents with respect to the subject matter hereof, including any preprinted terms and conditions on any acknowledgment, price quote, quote receipt confirmation, purchase order, invoice or other document. Except as set forth below in section 3g, any additional or different terms in Supplier’s documents are hereby deemed to be material alterations and notice of objection to and rejection of them is hereby given.

b. Eligibility Only parties that can lawfully enter into and form contracts under applicable law may use the Platform. By accepting the terms and conditions of this Agreement, Supplier hereby represents and warrants to Assay Depot and Client that Supplier has the ability to enter into and form contracts, including this Agreement, and to the extent such acceptance is made on behalf of any entity or other organization, the individual making such acceptance is authorized to bind such entity or other organization to the terms and conditions of this Agreement.

2. Orders & SOWs

For any Service that Client wishes to have performed by a Supplier, Client may use the Platform to send a request for quotation or other information (“Request for Quotation”) to suppliers or potential suppliers of such Services. Subject to having agreed to be bound by the terms of this Agreement, Supplier may respond to such request by using the Platform to send a Quotation (“Quotation”) to Client for such Services. Client may review and if necessary, or desired, comment on the Quotation, and Client and Supplier may use the Platform to further communicate with respect to such potential Services and to create an Assay Depot Statement of Work (“SOW”), which will constitute part of the Agreement. The SOW will include a description of the Services, deliverables, the turn-around time, the service cost (including, as applicable, upfront payments, taxes, milestone payments and payment requirements) and any other relevant information. The SOW may refer to supplemental documents with information not contained in or directly attached to the SOW. The information contained in these supplemental documents is considered part of the corresponding executed SOW. At such time, if any, as Client determines to purchase such Services, Client may issue a purchase order to Assay Depot to that effect through the Platform (“Purchase Order”). Assay Depot shall then as soon as possible and in any event within two (2) Business Days forward a corresponding purchase order to Supplier (“AD Purchase Order”). All such communications will be identified by a unique identifier within the Platform. Each SOW agreed between Client and Supplier pursuant to this Agreement shall govern the Services set forth therein and shall come into effect and become binding upon the issuance of the AD Purchase Order to Supplier containing the same unique identifier as the SOW in question. For the avoidance of doubt, no physical signature is required to establish the SOW and all SOWs and Purchase Orders and AD Purchase Orders will be issued pursuant to the terms and conditions defined in this Supplier Agreement. Any number of SOWs may be executed pursuant to this Agreement.

An SOW may be amended by Supplier issuing a revised Quotation and Client issuing an amended Purchase Order accepting the revised Quotation. Any such amendments shall become effective upon the issue of a corresponding amended AD Purchase Order to Supplier, which Assay Depot shall issue within two (2) Business Days of the Client issuing the amended Purchase Order to Assay Depot via the Platform. Any varying or additional general terms and conditions contained in any SOW, Purchase Order, AD Purchase Order or other written order confirmation, notification or document issued by Supplier or Client in relation to the subject matter hereof shall be of no effect, save as set forth in this Agreement. Any such varying or additional terms contained in any SOW or other written order confirmation must reference the specific section of this Agreement to be amended and be agreed upon in writing by the Supplier and Client to be effective and binding. Each SOW shall start on the commencement date specified in it. Business Day means Monday through Friday except for federal or state holidays in the place of business of the Supplier.

In certain instances Clients may request that Assay Depot place orders that have been initiated by Clients acting outside of the Platform. For these orders, the Supplier agrees to be bound by this Supplier Agreement and the Client-generated statement of work agreed between the Client and Supplier off Platform shall be deemed to be the SOW referred to in this Agreement.

3. Supplier Responsibilities

a. Sales of Services and Products; Representations; Warranties. Any Supplier who has one or more Services offered for sale through the Platform agrees to perform the Service(s) pursuant to the terms and conditions of this Agreement and the SOW. By offering a Service through the Platform, Supplier represents and warrants to Assay Depot and Client that: (i) Supplier has the right and ability to sell such Service, (ii) the Service listing is true and correct and is not misleading or otherwise deceptive in any manner, (iii) subject to section 3g below, Supplier shall perform the Service as specifically described in said listing and the SOW, and for the avoidance of doubt, in the event of any conflict between the SOW for specific Services and said listing, the SOW shall prevail, (iv) Supplier has full power and authority, and has taken all necessary actions and has obtained all necessary authorizations, licenses, consents and approvals required, to execute and perform Services in accordance with this Agreement and SOWs, (v) subject to section 3g below, the entering into of this Agreement and the performance of Services in accordance with its terms and the SOW(s) does not, and will not, breach or conflict with any other agreement or contractual obligation of Supplier, (vi) neither Supplier nor any of Supplier’s personnel engaged in the Services have been debarred or are subject to debarment or have otherwise been disqualified or suspended from performing scientific or clinical investigations or otherwise subjected to any restrictions or sanctions by the FDA or any other governmental or regulatory authority or professional body with respect to the performance of scientific or clinical investigations (a “Debarred Person”), and Supplier shall not use in any capacity, in connection with the Services or any SOW, any Debarred Person, and (vii) except in cases where the Client paying for the Services in question is a governmental body, governmental agency or national lab, the Services and SOWs are not intended to be part of any US government-funded grants or activities undertaken by Supplier and have not been funded in whole or in part by the US government and, consequently, any results conceived pursuant to this Agreement shall not be subject to the conditions of 37 CFR Parts 401 and 404. To the extent applicable, Supplier agrees to comply with all applicable U.S. Federal Acquisition Regulations and applicable laws and regulations of the U.S. Small Business Administration, including, but not limited to, the Utilization of Small Business Concerns and Small Business Concerns Owned and Controlled by Socially and Economically Disadvantaged Individuals clause of Section 8(d) of the Small Business Act.

Supplier agrees that any order for Services that Supplier receives as a result of a Platform order or a custom quotation request conveyed via the Platform shall be placed through the Platform.

Upon termination of this Agreement, Supplier shall complete any and all SOW’s entered into with Clients prior to the termination of this Agreement and this Agreement shall apply to such Services as though it were still in full force and effect.

b. Service Quality. Supplier further represents, warrants and covenants that it will perform the Services and SOWs with care, skill and diligence, in compliance with all applicable laws and regulations and will allocate sufficient time, effort, equipment, facilities, skilled personnel and other resources to complete such the Services and SOWs successfully and promptly on time. Assay Depot reserves the right to contact Clients to assess their satisfaction with the Services received from Supplier.

In the event the Supplier does not perform the Services in accordance with the SOW and/or this Agreement and as a result renders the Services (in whole or in part) unacceptable for a regulatory agency to which Client intends to submit the results or which in Client’s reasonable opinion renders the Services (in whole or in part) not compliant with the SOW/and or this Agreement. Supplier shall at Client’s option: (a) repeat such Services at Supplier’s own cost and expense, which includes an obligation for Supplier to pay any costs and expenses for replacement Client Materials (the cost of such replacement Client Materials being capped at the value of the SOW, or such other amount as specified in the SOW), or (b) terminate the SOW in question and refund the compensation already paid for the Services which are unacceptable or invalid or in relation to which Client is unable to derive the benefit as a result of such error by Supplier or cancel the invoice (as applicable). Such refund shall be made within ten (10) Business Days of such termination. In the event of such termination, Assay Depot shall promptly cancel any relevant invoices issued to Client and shall also forward all monies refunded by Supplier to Client within ten (10) Business Days of receipt thereof. The foregoing options are not Client’s exclusive remedies for unsatisfactory performance by Supplier, but are in addition to any and all other rights Client has under the law or in equity. During a dispute relating to an error as described above, no interest shall accrue in respect of invoices submitted by Supplier to Assay Depot or by Assay Depot to Client in respect of the SOW in question.

The parties and Client acknowledge that the Services may be experimental in nature and that some Client Materials or Supplier-provided materials may be inherently unstable. For the avoidance of doubt, the remedies in this section shall not apply where the Supplier has complied with its obligations under this Agreement and the agreed upon SOW(s) and if: i) such error results solely and directly from any inherent instability of the Client Materials or Supplier-provided materials; or if ii) such error results solely and directly from the fact that the Services are experimental in nature. Where in Client’s reasonable opinion the Services are invalid or unacceptable directly as a result of such matters, Client’s sole obligation in relation thereto shall be to pay a reasonable proportionate sum of the compensation for all work done by Supplier which Supplier can evidence to Client’s reasonable satisfaction is in compliance with this Agreement up to that point.

Supplier shall promptly inform Client of any issues with the performance of the Services that could delay completion or quality of the Services and provide Client with a proposal as to how to mitigate the consequences and damages that might otherwise arise in respect of such issue.

c. Client Materials, Client Property, Client Samples and Confidentiality. For purposes of this Agreement, (i) “Client Materials” means all materials, samples (including Client Samples and including all parts, progeny and derivatives of such materials and samples), documents, data and information that Client provides to Supplier or other information with respect to Client and /or its affiliates that Supplier learns in the course of performing Services and/or as a result of entering into this Agreement and/or using the Platform or associated websites and (ii) “Client Property” means all data, results, work product, inventions, documentation, deliverables, know how, reports, and other information created, developed, written, conceived or made as a result of or in connection with performing the Services, and all intellectual property rights thereto ((other than improvements that relate solely and exclusively to Supplier’s background technology (“Background Technology Improvements”)). For the avoidance of doubt, Client Property shall also include any and all processed Client Materials created in the course of the Services. Supplier will treat all respective Client Materials and all respective Client Property as confidential and proprietary to Client for 7 (seven) years after receipt of the respective information. For the avoidance of doubt, all information disclosed by Client to Supplier with regard to a Platform request, no matter in which form, including without limitation via Platform messages, teleconferences, phone calls, face-to-face meetings and emails, are considered Client Materials, regardless of whether an SOW is created. At Client’s request and instruction, Supplier shall return to Client or confirm destruction of Client Materials and/or Client Property. Unless explicitly stated in the SOW, Background Technology Improvements and any intellectual property thereto shall belong to and be owned by Supplier and shall not be included in any reports or Client Property provided to Client.

Supplier will not transfer or disclose any Client Materials or Client Property to any person except to the extent such transfer or disclosure of such Client Materials or Client Property: (i) is made only to Supplier’s employees, consultants or representatives who owe an obligation of confidentiality to Supplier no less restrictive than the confidentiality and non-use terms set forth herein and (ii) is necessary for purposes of providing the Services and (iii) Supplier assumes responsibility for compliance with this Agreement by such employees, consultants or representatives. Supplier and AD agree to protect all information that is disclosed on the Platform and not to distribute or allow access to the information to any other party without the prior written consent of the disclosing party, nor will a party make use of any of the other party’s Information except in the performance of rights or obligations under the terms and conditions of this Agreement. For the avoidance of doubt, both parties are responsible for maintaining the confidentiality of specific details of individual timeline posts, quotes, SOWs, and/or POs.

Supplier agrees not to perform any physical, chemical or biological analysis or testing, or reverse engineer any Client Materials or other materials or samples provided by Client (“Client Samples”), other than as set forth in the respective SOW, nor to attempt any determination of the identity or structure of Client Materials and/or Client Samples, except as required to perform the SOW. Under no circumstances shall Supplier use the Client Samples and/or Client Materials in humans. Under no circumstances shall the Client use Supplier-provided material in humans unless the SOW provides to the contrary.

The Client Materials supplied pursuant to this Agreement and Client Property: (a) are and shall remain the exclusive property of Client; (b) shall be used by Supplier only for the Services and shall at all times remain solely under Supplier’s control; (c) shall be stored and handled in accordance with any instructions provided by Client (and if none, in accordance with industry best practice) and in accordance with all applicable laws and regulations; and (d) shall, at Client’s option and request, be returned to Client or destroyed and Supplier shall not make any further use of the Client Materials and/or Client Property. In addition, if any Client Materials remain after completion of the Services, at Client’s option, they shall be returned in full to Client or destroyed.

The transfer of the Client Materials by Client to Supplier shall not constitute a sale of the Client Materials or an option or license in or to any rights, title or interest in or to the Client Materials. Further, Client Materials may be the subject of issued patents and pending applications covering, amongst other things, the Client Materials, salts thereof, pharmaceutical compositions thereof, processes for the preparation of the Client Materials, methods of treatment using the Client Materials and uses of the Client Materials. Nothing in this Agreement grants any rights to Supplier under any patent or patent applications except as may be necessary for conducting the Services.

d. Client Samples Handling. Supplier acknowledges and agrees that the Client Samples may be experimental in nature and that not all of the characteristics of the Client Samples may be known. Supplier shall use the Client Samples with prudence and appropriate caution in any experimental work. Client shall provide all necessary information it has in its possession relating to the safety, health and environmental aspects of the Client Samples and the Services. In addition, Client shall inform Supplier of any potential process hazards of which it has knowledge and which relate to the Client Samples and the Services. Notwithstanding any of the foregoing, Supplier shall be wholly accountable and liable for the safety, health and environmental aspects of all work performed by or on Supplier’s behalf and shall have management systems, which: (a) ensure the risks and impact of any activity undertaken are assessed; and (b) ensure that actions are taken to mitigate against any hazards identified. Supplier shall promptly inform Client in writing in case of any Safety, Health and Environmental (“SHE”) incidents at Supplier’s or its sub-contractor’s premises in connection with the performance of the Services. Further Supplier shall forward without undue delay, at the latest within three (3) days in written form to Client any unexpected information/finding, which indicates or permits to deduce a (potential) serious health hazard associated with the Client Samples, and which (as a consequence) may have an impact on the benefit/risk profile of the Client Samples or the related product. All information provided by Client pursuant to this section is supplied in good faith and with the knowledge that Supplier remains accountable and liable for all SHE aspects of activities to be undertaken.

e. Ownership of Client Property. Supplier shall, and shall cause all individuals involved in the Services to, make full disclosure to Client of all Client Property. Supplier agrees that Client (or such person as Client shall designate) shall own all right, title and interest in and to all Client Property. Supplier hereby assigns and transfers, and shall cause all individuals involved in the Services to assign and transfer, without additional consideration, to Client (or its designee) all right, title and interest in and to any and all Client Property throughout the world. Supplier represents and warrants that Supplier, and/or any individuals involved in the Services, have the right to assign the Client Property to Client. Client has the right to file patent applications on the Client Property in Client’s name and at Client’s expense as well as to prosecute such patent applications and enforce any resulting patents or other intellectual property originating from such patent applications as Client deems fit.

At Client’s request and Client’s reasonable expense, Supplier shall cooperate with Client and shall cause all individuals involved in the Services to cooperate with Client and execute documents, take all actions necessary and provide all declarations necessary to perfect Client’s or its designee’s ownership of such Client Property, to apply for patent protection for patentable Client Property in Client’s name and to further prosecute or enforce the patent applications or any resulting intellectual property.

All intellectual property residing in Supplier or Client or its/their affiliates or Assay Depot or its affiliates at the signing of this Agreement and/or prior to entering into any SOW and/or generated independently by the respective party independently of the Services shall remain vested in the party owning the same and no licence is granted from one to the other unless explicitly stated in this Agreement.

Client hereby grants to Supplier a non-exclusive royalty-free licence to its background intellectual property solely for Supplier to perform the Services and only to the extent reasonably necessary for such purpose.

For the avoidance of doubt, Client may fully exploit the Client Property as it sees fit, and Supplier agrees to hold harmless Client in connection with such exploitation.

f. Response Time. Supplier agrees to use commercially reasonable efforts to provide an initial response to a Client enquiry within a period of two (2) Business Days. If requested by the Client, Supplier agrees to use a messaging system provided by Assay Depot to maintain Client anonymity.

g. Additional or Different Client Terms. Supplier acknowledges that in addition to the terms specified in this Agreement, Client may request Supplier to accept and Supplier may accept additional or different terms (“Client Terms”). Any Client Terms agreed between the Client and Supplier shall be set forth in an SOW. Without prejudice to and subject to Sections 1a and 2, in the event of a conflict between this Agreement and any SOW, the SOW shall govern, but only with respect to Client and only to the extent there is a conflict. In the case where Supplier has a separate agreement(s) with the Client (“Client-Supplier Agreement”), this Agreement shall not impact any services to be provided by Supplier to Client under such Client-Supplier Agreement on or off the Platform save as set forth below. Where a valid and effective Client-Supplier Agreement exists between Client and Supplier the scope of which covers Services ordered by Client in an SOW via the Platform, the terms of that Client-Supplier Agreement shall apply to such SOW and the SOW shall be deemed to be an SOW or purchase order (as the case may be) covered by such Client-Supplier Agreement. In such cases, the terms of this Agreement shall also apply to such SOW(s), save in the event of a conflict, in which case the terms of the Client-Supplier Agreement shall prevail. However, notwithstanding the above, and for the avoidance of doubt, the provisions of Section 12a of this Agreement (“Transaction Fee”), shall govern in the event of any conflict with Client Terms, any SOW or Client-Supplier Agreement.

h. Records. Supplier shall prepare and maintain complete, accurate, organized and legible records of all documentation relating to the Services as necessary for patent and regulatory purposes and in full compliance with all applicable laws, including Good Laboratory Practices, Good Manufacturing Practices and Good Clinical Practices. Notwithstanding the foregoing sentence, Supplier shall retain all such documentation for five (5) years after the completed or terminated Services (the “Retention Period”). Supplier shall, if requested by Client, submit copies of the documentation to Client during the Retention Period. Such records and documentation shall, for the avoidance of doubt, be deemed to be Client Property for the purposes of this Agreement. Notwithstanding the foregoing, before any such documentation is destroyed, Supplier shall notify Client of the intention to destroy it and afford Client the opportunity of taking possession of such documentation.

i. Subcontractors. This Agreement and each SOW is personal to Supplier. Supplier shall not sub-contract all or any of its rights and responsibilities under this Agreement or any SOW without the prior written consent of Client. Such consent shall not relieve Supplier from any liability or obligation under this Agreement and Supplier shall ensure that any sub-contractor complies with all relevant provisions of this Agreement and each SOW and shall be responsible for the acts, omissions, defaults or negligence of its sub-contractors, agents or servants as fully as if they were acts, omissions, defaults or negligence of itself. Supplier shall ensure that, so far as applicable, all duties and obligations it has under this Agreement and all SOW(s) shall be included in any contract permitted by Client that it enters into with any sub-contractor.

j. Ethical Standards. Supplier will perform this Agreement and the Services and operate its business in compliance with the high ethical standards described in Assay Depot’s Global Compliance Standard, and incorporated herein by reference and as amended from time to time, in particular those principles related to “Anti-Bribery and Anti-Corruption” practices and any additional codes of practice or standards specified in the applicable SOW.  Supplier will not: (a) take any action that will cause Client or Assay Depot to be in breach of any applicable laws for the prevention of fraud, bribery, corruption, racketeering, money laundering or terrorism, including the US Foreign Corrupt Practices Act and the UK Bribery Act, and/or (b) offer, pay, request or accept any bribe, inducement, kickback or facilitation payment, and shall not make or cause another to make any offer or payment to any individual or entity for the purpose of influencing a decision for Client’s benefit. Any material breach or violation by Supplier of these representations, warranties and undertakings shall give Client the right to terminate any or all SOW’s with immediate effect and be relieved of any obligations relating to this Agreement or such SOW(s) or related invoices (as applicable).

k. Trade Controls. Supplier represents, warrants and undertakes to Client and Assay Depot that Supplier is not on any applicable official national or international sanctioned party lists and that performance of this Agreement will not violate applicable embargo regulations.  Assay Depot and /or Client has the right, at Assay Depot’s or Client’s (as the case may be) sole expense, to conduct screening checks on Supplier, including verification of Supplier’s identity, including full name, country location and address, against official national and international sanctioned party lists and embargo regulations.  If the screening indicates that Supplier is an international sanctioned party or are in violation of embargo regulations, Assay Depot may terminate this Agreement for breach immediately upon written notice and Client may terminate any or all SOW(s) with immediate effect and be relieved of any obligation relating to this Agreement or such SOW(s) or related invoices (as applicable).

4. Non-Exclusivity

The relationship between Assay Depot and Supplier is non-exclusive. Subject to the express terms of this Agreement, Supplier can continue to offer services through any other marketing channels including but not limited to through use of an in-house sales force, distributors or affiliates, or through its own corporate website.

5. Term of Agreement and SOW’s

a. Term of Agreement. This Agreement shall remain in effect until such time as the Agreement is terminated by Supplier or Assay Depot. Supplier and Assay Depot can terminate the Agreement at any time without penalty upon written notice to the other. All terms and provisions of this Agreement that should by their nature survive the termination of this Agreement shall so survive, including, without limitation, sections 1, 2, 3(c), 3(e), 3(g), 3(h), 5(a), 6, 8, 9, 10, 11, 12, 13, 14, and 16. Termination of this Agreement shall not bring about termination of any existing SOW’s which shall continue in full force and effect until completed or terminated earlier by Client and all the terms and conditions of this Agreement shall continue to apply to such SOWs.

b. Termination of SOW(s).

(i) Without prejudice to any other rights or remedies which may be available to them, Supplier or Client may terminate any SOW with immediate effect by giving written notice of termination to the other in any of the following circumstances: (1) if, after having received notice of a material breach of this Agreement or the SOW, the material breach is not cured within thirty (30) days; or (2) if the other suffers an event of insolvency.

(ii) In addition to the above, Client may terminate any SOW in its sole discretion at any time with notice to Supplier. Client or Supplier may instruct Assay Depot in writing to exercise their respective rights to terminate any SOW under this Agreement and Assay Depot shall exercise such rights on behalf of Supplier or Client (as the case may be) within two (2) working days of receiving such written instruction. Assay Depot has no other right to terminate any SOW’s.

(iii) Upon the early termination of any SOW pursuant to (i) or (ii) above, as applicable, Supplier shall: (1) promptly cease performance of its obligations under the relevant SOW; and (2) at Client’s option, either destroy or return to Client all Client Materials and Client Property relating to the relevant SOW, and Supplier may not make any further use of such Client Materials and/or Client Property whatsoever.

(iv) In the event of early termination according to Section 5b(ii), Supplier shall be entitled to receive and Client shall pay for:

(1) Services satisfactorily completed up to the date of termination; and

(2) to the extent not incorporated in the consideration paid pursuant to Section 5b(iv)(1), costs incurred up to the date of termination for irrevocable commitments of Supplier to third parties, which Supplier is able to demonstrate were either reasonable or approved by Client, prior to Supplier’s receipt of the written notice of termination. The parties shall negotiate the amount of any such expenses in good faith, but the amount plus any other payments made by Client under an order shall not exceed the total price of the order.

(v) Any invoice, together with the other information required pursuant to Section 5b(iv), shall be transmitted by Supplier to Assay Depot no later than sixty (60) days after the effective date of termination and Assay Depot shall forward a corresponding invoice to Client no later than 10 Business Days thereafter. Payments as set forth in Section 5b(iv) shall constitute full and complete settlement of all claims of Supplier in connection with the relevant SOW terminated pursuant to Section 5b(ii). All notifications between Client and Supplier pursuant to this Agreement shall be issued via the Platform and/or to the contacts at the addresses set forth in the relevant SOW.

6. Assay Depot Reservation of Rights

Assay Depot retains the right to immediately halt any sale of any Service on the Platform; prevent or restrict access to the Platform; take any other action to restrict access to or availability of any listing; or generally take any action not prohibited by applicable law. Assay Depot retains the right to display and/or edit in good faith Client reviews of the Services. Assay Depot shall be entitled to use summary statistics generated through the use of the Platform and other similar “meta” information generated through the use of the Platform, provided that in each case, any Client and/or Supplier identifying information and/or any Client Property is removed from such data or information and no Client-specific or Supplier-specific information is disclosed. Notwithstanding the foregoing and for the avoidance of doubt, Assay Depot may not terminate or halt any SOW’s save in accordance with section 5b(ii).

7. Electronic Communications

Supplier consents to receive communications from Assay Depot by email to the email address provided by Supplier upon registration for the Platform/establishing its account. Email notices are deemed received the Business Day after transmission if they are sent to such address. Supplier agrees that all agreements, notices, disclosures and other communications that Assay Depot provides to Supplier electronically satisfy any legal requirements that such communications be in writing. Even if a court were to find that email communication as defined in this paragraph does not constitute a written communication, Supplier has consented to such delivery and waived its right to seek damages or assert any other claims based on not receiving written communication from Assay Depot to the extent such communication was provided in accordance with the terms hereof.

8. Use of Assay Depot Transaction Information

Supplier will not, and will cause its affiliates not to, directly or indirectly disclose, convey or use any data or information acquired by Supplier or its affiliates from Assay Depot or its affiliates or otherwise through the Platform (collectively, “Assay Depot Transaction Information”). Supplier may disclose such Assay Depot Transaction Information as necessary for the Supplier to perform its obligations under this Agreement, provided that the Supplier ensures that each recipient of such Assay Depot Transaction Information uses the information only for such limited purpose and complies with all restrictions hereunder applicable to Supplier related to such Assay Depot Transaction information. For the avoidance of doubt, this Section 8 does not apply to Client Materials, which are covered instead by the provisions of Section 3c.

9. Disclaimers

The Platform is provided on an "As Is" basis. Except as expressly set forth in this Agreement, Assay Depot makes no representations or warranties of any kind, express or implied, and SPECIFICALLY DISCLAIMS (i) ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT; (ii) that the Platform or associated websites will meet Supplier’s requirements, will always be available, accessible, uninterrupted, timely, secure, or operate without error; or (iii) any implied warranty arising from course of dealing or usage of trade. To the full extent permissible under applicable law, Assay Depot disclaims any and all such warranties. WITH EXCEPTIONS FOR GROSS NEGLIGENCE, INTENTIONAL MISCONDUCT, BREACHES OF CONFIDENTIALITY OR VIOLATIONS OF INTELLECTUAL PROPERTY RIGHTS, NEITHER Assay Depot Nor Client SHALL be liable for any indirect, incidental, punitive or consequential damages, arising from this agreement, the platform, or the website.

10. Indemnity

Supplier agrees to defend, indemnify and hold harmless Assay Depot, Client and its/their affiliates (and their respective officers, directors, employees, agents and representatives) from and against any and all Losses (as defined below) that any of such parties or third party beneficiaries may incur or sustain, or to which any of such parties or third party beneficiaries may be subjected, arising out of or relating to third party claims relating to: (i) any breach of Supplier’s representations, warranties, or obligations set forth in this Agreement; (ii) any content Supplier provides to Assay Depot, including in connection with the advertisement, offer, sale or return of any Services; (iii) any infringement by Supplier of any intellectual property or proprietary rights of another party; or (iv) the Services; provided that Supplier shall have no indemnification obligations hereunder with respect to any Losses to the extent that such Losses are caused by (1) the gross negligence or reckless or willful act or omission of Assay Depot or Client, as applicable, their affiliates, agents, servants, or employees, or (2) any Losses indemnified by Assay Depot hereunder.

Assay Depot agrees to defend, indemnify and hold harmless Supplier and/or Client and its/their affiliates (and their respective officers, directors, employees, agents and representatives) from and against any and all Losses (as defined below) that any of such parties or third party beneficiaries may incur or sustain, or to which any of such parties or third party beneficiaries may be subjected, arising out of or relating to any third party claims relating to breach of Assay Depot’s representations, warranties, or obligations set forth in this Agreement; provided that Assay Depot shall have no indemnification obligations hereunder with respect to any Losses to the extent that such Losses are caused by (1) the gross negligence or reckless or willful act or omission of Supplier, its affiliates, agents, servants, or employees, or (2) any Losses indemnified by Supplier hereunder.

If any indemnified party chooses to seek indemnification under this section, such party shall promptly give notice to the indemnifying party of its claim of indemnification and the basis therefore. Failure to notify an indemnifying party in accordance with this section shall not relieve the indemnifying party of its obligation of indemnity unless such failure materially prejudices the indemnifying party's rights. An indemnifying party shall be given a reasonable opportunity by the indemnified party to participate at its own expense in the defense of any third party claim as to which it receives a notice of claim of indemnity. Notwithstanding the foregoing, the indemnifying party may assume the defense of such claim with counsel chosen by it and reasonably approved by the indemnified party. If the indemnifying party assumes the defense of the claim, the indemnifying party shall not be liable for any fees and expenses of counsel for the indemnified party incurred thereafter in connection with the claim. No offer of settlement, settlement or compromise shall be binding on either party hereto without its prior written consent (which consent shall not be unreasonably withheld) unless such settlement fully releases the other party without any liability, loss, cost or obligation to such party.

For purposes hereof: "Losses" means any and all claims, actions, losses, damages, judgments, liabilities, penalties, interest, costs and expenses (including reasonable attorneys’, accountants’ and consultants’ fees and expenses, and any expenses incurred in connection with investigating, defending against or settling any claims or related actions to the extent incurred in accordance with the terms hereof), regardless of whether the applicable proceeding was instituted by a person or entity.

11. Copyrights and Marks

Subject to the terms and conditions of this Agreement, Supplier grants Assay Depot and its affiliates a non-exclusive, worldwide, royalty-free, non-sublicensable license and right to exercise all copyright, service mark and trademark rights, and rights of publicity over the content Supplier submits to Assay Depot and its affiliates (the "Copyright, Servicemark and Trademark Rights") solely for the purpose of operating the Platform as described in this Agreement (the “License”). Each use of the Copyright, Servicemark and Trademark Rights by Assay Depot shall be subject to Supplier’s reasonable usage guidelines provided by Supplier from time to time. Except for the limited rights expressly set forth herein, all right, title and interest to such Copyright, Servicemark and Trademark Rights shall be owned by and remain with Supplier and Assay Depot shall not take any action inconsistent with Supplier’s ownership rights in the same. For the avoidance of doubt, this Article 11 shall not apply to Client Property.

12. Terms Governing Purchase of Service

For certain Clients and transactions, Assay Depot will handle the billing for the Services and be responsible for transmitting payment to Supplier within fifteen (15) days of receiving payment from Client. The Client request received by the Supplier will specify whether Assay Depot will handle the billing and the details of the Transaction Fee described below. Payment terms with respect to Clients and transactions where Assay Depot will handle the billing are set forth in this Section 12.

a. Transaction Fee. Assay Depot will charge Supplier a transaction fee for sales facilitated through the Platform (“Transaction Fee”). The Transaction Fee is based on the total payment received from the Client less any service-related shipping charges, applicable taxes or credit card transaction fees. Assay Depot reserves the right to change or modify the Transaction Fee at any time, in its sole discretion. If an Assay Depot Transaction Fee is applicable, such fee and related payment term will be delineated by Assay Depot in the Client request received by the Supplier. Once delineated in the Client request, the Transaction Fee and payment terms can’t be changed without the Supplier’s consent. For the avoidance of doubt, Client is not responsible for including the Transaction Fee or the related payment term in the Client request. By responding to the Client request and providing a Quotation inside or outside of the Platform, the Supplier agrees to the Transaction Fee and related payment term. Quotations issued by Supplier to Client will include the Transaction Fee in the total price quoted.

b. Supplier Payment. In consideration for Supplier’s satisfactory performance of the Services, Client shall pay Assay Depot the amount set forth in the relevant SOW against the respective invoice issued to Client by Assay Depot, which will correspond to the relevant invoice issued to Assay Depot by Supplier. In the event Client defaults on its payment obligations set forth in the prior sentence, Supplier may pursue any applicable remedy against Client pursuant to the provisions of Section 14 below. Supplier acknowledges and agrees that notwithstanding any other provision of this Agreement, where the Client has paid the respective invoice issued to it by Assay Depot, Supplier’s remedy for non payment of its invoice to Assay Depot is against Assay Depot and not the Client except to the extent Client fails to pay Assay Depot under the respective undisputed invoice in accordance with the payment terms established between Assay Depot and Client.

c. Client Billing. Where Assay Depot will handle the billing for the Services pursuant to this Section 12, Assay Depot is responsible for invoicing the Client for Service(s) agreed to be provided to Client by Supplier pursuant to SOW(s). Supplier can transmit an invoice to Assay Depot for the amount set forth in the respective SOW through the Platform as soon as Supplier completes the Services the subject of the respective SOW and delivers a final report or Service result/deliverable to Client or makes it available to Client through the Platform, unless the SOW states otherwise, in which case the timing of the invoices shall be as set forth in the SOW. Assay Depot will, on receipt of such invoice, send an invoice for a corresponding sum to Client within two (2) Business Days. The payment term begins the day that Client receives the invoice from Assay Depot.

Supplier agrees that the compensation set forth in the SOW represents Supplier’s full and complete compensation for any and all Services to be performed, rights granted, Client Property delivered and/or assigned, ownership of results and Client Property (including intellectual property rights) assigned, shipping charges, expenses incurred and resources provided, by Supplier under such SOW and this Agreement.

The compensation is exclusive of value added tax, sales taxes or similar taxes (“Indirect Taxes”), which, if payable, shall be borne and paid by Assay Depot and/or Client (as applicable) against the provision of an appropriate invoice; and is payable in the invoice currency set forth in the respective SOW.

The invoice issued to Assay Depot by Supplier and corresponding invoice issued by Assay Depot to Client shall refer to the relevant SOW and its unique identifier number. Each invoice issued by Assay Depot to Client in accordance with this Agreement shall be payable by Client as set forth in the relevant SOW and Assay Depot will transfer funds, when applicable, to the Supplier within 15 days of receiving Client payment. For the avoidance of doubt, any obligation on the part of Assay Depot to make payment to Supplier is expressly limited to, and conditioned upon, receipt of such payment from Client. If Client does not make a payment to Assay Depot within the payment term, Assay Depot agrees to notify Supplier as soon as possible.

Unless otherwise instructed by Client in writing, all invoices and supporting documentation should be sent to Client in accordance with the details set forth in the relevant SOW.

For the avoidance of doubt, for Services requiring a down payment prior to initiation, Assay Depot will collect the down payment from the Client as set forth in the SOW and wire it to the Supplier's bank account within four (4) days of clearing the Client's down payment.

d. Service Disputes. In the event Client does not accept the Service, or deems the final report/deliverable (as applicable) insufficient, Client will notify Assay Depot and Supplier within a commercially reasonable time. In such event, Supplier agrees to use commercially reasonable, good faith efforts to resolve any disputes relating to the Service. If such dispute cannot be resolved within thirty (30) days of such notice, the disputants agree to hold a conference call or meeting within thirty (30) days of the expiration of such thirty (30) day period, attended by at least one representative of Client and Supplier (with the power to bind such party and with decision-making authority with respect to dispute in issue) and a representative of Assay Depot, regarding such dispute, to attempt in good faith to negotiate a resolution thereto prior to pursuing other remedies. During a dispute, no interest shall accrue on relevant invoices issued by Supplier to Assay Depot, or Assay Depot to Client.

If, within thirty (30) days after such CONFERENCE CALL OR MEETING, the Supplier and Client have not succeeded in negotiating a resolution of such dispute, the dispute shall BE SUBJECT TO RESOLUTION AS SET FORTH IN section 14 below.

e. Non-Circumvention of Platform. Supplier agrees not to engage in transactions with the intent of circumventing the Platform and Transaction Fee, for example, agreeing to a purchase outside of the Platform for a request initiated within the Platform, or structuring follow up, repeat Services, extensions of Services or additions to Services outside of the Platform when initially initiated within the Platform. Clients and Suppliers are free to transact outside of Assay Depot for any new project that is initiated outside of the Platform.

13. Applicable Law

This Agreement, the transactions contemplated hereby and all disputes between the parties and/or Client under or related to this Agreement or the facts and circumstances related thereto, whether in contract, tort or otherwise, shall be governed by and construed in accordance with the laws of the State of Delaware, USA, without giving effect to any principles of conflicts of laws.

14. Dispute Resolution.

The parties agree to use commercially reasonable efforts to amicably resolve any disputes relating in any way to the interpretation or performance of this Agreement as set forth in this section. To the extent a dispute exists, the party raising such dispute shall provide the other party written notice of such dispute, setting forth the facts underlying such dispute. To the extent the parties cannot resolve such dispute within thirty (30) days of such notice, the disputants agree to hold a conference call or meeting within thirty (30) days of the expiration of such thirty (30) day period, attended by at least one representative of each party (with the power to bind such party and with decision-making authority with respect to dispute in issue), regarding such dispute to attempt in good faith to negotiate a resolution thereto prior to pursuing other remedies.

If, within thirty (30) days after such conference call or meeting, the parties have not succeeded in negotiating a resolution of such dispute (or sooner, where the parties agree that a resolution is unlikely to be reached within thirty (30) days after the conference call or meeting), either party may initiate an action to resolve such dispute in the federal and state courts of the State of Delaware, USA, which shall be the exclusive venue for the resolution of such disputes. Each party hereby consents to the personal and exclusive jurisdiction and venue of these courts.

Nothing in this Agreement shall prevent Assay Depot or Client from bringing proceedings (including but not limited to seeking injunctions) at any time in any competent court anywhere in the world in relation to Client Property, Client Materials, confidential information or intellectual property.

For the avoidance of doubt, references in this Section 14 to the parties shall mean Assay Depot, Supplier and/or Client (as applicable).

15. Services Involving Human Biological Samples or Animals

In the event the Services involve the use of human biological samples, animal models or animal samples, the Client may require additional terms that may be included in an SOW or included in a Client-Supplier Agreement. Such terms and this Agreement shall then apply to the Services set forth in such SOW in accordance with section 3g.

16. General Provisions

a. Entire Agreement. This Agreement, including any terms and conditions incorporated herein by reference, any SOWs (including for the avoidance of doubt, any Client Terms), the Platform’s Policies and, where relevant, Client-Supplier Agreement, constitute the entire agreement of: (1) the Supplier and Client; and (2) Supplier and Assay Depot with respect to the subject matter hereof, and supersede and cancel all prior and contemporaneous agreements, claims, representations, and understandings of the parties, whether written or oral, in connection with the subject matter hereof.

b. Relationship. Supplier’s relationship with Client and/or Assay Depot will be that of independent contractor and nothing in this Agreement or any SOW shall render Supplier (or any individual engaged under this Agreement or any SOW) an employee, worker, agent or partner of Client or Assay Depot and Supplier shall not hold itself out as such and shall procure that any individual engaged under this Agreement or any SOW shall not hold themselves out as such. This Agreement constitutes a contract for the provision of Services and not a contract of employment and accordingly Supplier shall be fully responsible for and shall indemnify Assay Depot and/or Client for and in respect of:

(i) any income tax, National Insurance and social security contributions and any other liability, deduction, contribution, assessment or claim arising from or made in connection with either the performance of the Services or any payment or benefit received by any individual engaged under this Agreement, where such recovery is not prohibited by law. Supplier shall further indemnify Client and/or Assay Depot against all reasonable costs, expenses and any penalty, fine or interest incurred or payable by Client and/or Assay Depot in connection with or in consequence of any such liability, deduction, contribution, assessment or claim other than where the latter arise out of Client's and/or Assay Depot’s negligence or willful default;

(ii) any liability arising from any employment-related claim or any claim based on worker status (including reasonable costs and expenses), including any claim brought under the Transfer of Employment (Protection of Employment) Regulations 2006 or the Acquired Rights Directive or its national implementing legislation brought by any individual engaged under this Agreement against Client and/or Assay Depot arising out of or in connection with the provision of the Services under this Agreement. For the avoidance of doubt, the provisions of this part (ii) shall not apply to Suppliers outside the European Union.

c. Third-Party Beneficiaries. The parties specifically acknowledge and agree that this Agreement has been entered into by Assay Depot and Supplier in order to confer benefit to Client and its affiliates, and as such Client and its affiliates are intended third party beneficiaries of all terms of this Agreement, Client or its/their affiliates can enforce such terms of this Agreement and pursue all forms of redress it is entitled to under the law or in equity at any time and from time to time as if they were a party to this Agreement.  Except as specifically provided in the immediately preceding sentence, this Agreement does not provide and shall not be construed to provide third parties with any remedy, claim, or cause of action or privilege. 

d. Severability. If any provision of this Agreement or the application thereof becomes or is declared by a court of competent jurisdiction or other governmental entity to be illegal, void or unenforceable, the remainder of this Agreement will continue in full force and effect and the application of such provision to other persons or circumstances will be interpreted so as reasonably to effect the express intent of the parties hereto. The parties and Client further agree to replace such void or unenforceable provision of this Agreement with a valid and enforceable provision that will achieve, to the extent possible, the economic, business and other purposes of such void or unenforceable provision.

e. No Waiver. Neither Assay Depot nor Supplier nor Client will be considered to have waived any of its/their rights or remedies described in this Agreement unless the waiver is in writing and signed by Client, Assay Depot and/or Supplier (as applicable). No delay or omission by Assay Depot or Supplier or Client in exercising its rights or remedies will impair or be construed as a waiver. Any single or partial exercise of a right or remedy will not preclude further exercise of any other right or remedy. Assay Depot's or Supplier’s or Client’s failure to enforce the strict performance of any provision of this Agreement will not constitute a waiver of right to subsequently enforce such provision or any other provisions of this Agreement.

f. Amendment. Assay Depot may make changes to this Supplier Agreement, Privacy Policy and Terms of Use from time to time. After a Supplier has affirmatively accepted the Supplier Agreement, any subsequent changes to the Supplier Agreement will be effective upon posting of the revisions on the AD Platform. All notice of changes to the Supplier Agreement will be posted on the AD Platform for at least thirty (30) days and an email notice will be sent to registered Suppliers. The Supplier is responsible for reviewing the notice and any applicable changes. The Supplier’s continued use of the AD Platform following AD posting of any changes will constitute Supplier’s acceptance of such changes or modifications. For the avoidance of doubt, such changes shall not apply to any SOW’s in existence on or prior to the day of posting.

g. Assignment. This Agreement and any of the rights, interests or obligations hereunder may be not be assigned by Supplier without the prior written consent of Assay Depot, except in the context of a merger, acquisition or sale of all or substantially all of Supplier’s assets. Any assignment in violation of this section shall be null, void and of no legal effect. No SOW may be assigned by Supplier without the written consent of the Client.

h. Use of Names. Supplier shall not mention or otherwise use the name or insignia of Client or Assay Depot in any publication, press release, promotional material or other form of publicity without the prior written consent of such party. The restrictions imposed by this section will not prevent Supplier from making any disclosure that is required by applicable law, rule or regulation provided that any such disclosure shall be governed by the confidentiality provisions set forth in this Agreement.