Terms and Conditions for Service
The Standard Service Agreement ("Service Agreement") set forth below govern the performance of services (the "Services") by Bio Bench and/or its Affiliates ("Bio Bench", Affiliates is as defined below) for the above referenced client ("Client").
- General. BIO BENCH is the operation name and brand of SHIJIAZHUANG QUAN JING BIOTECHNOLOGY CO., LTD.. Bio Bench and its subsidiaries and affiliates (individually and collectively “BIO BENCH”) are providing custom or contract research services in life sciences industry. This Standard Service Agreement and any schedule(s), attachment(s) and exhibit(s) agreed and executed by Bio Bench and service purchaser (“Service Agreement”) shall govern the provision of all custom/contract research services (“Services”) by Bio Bench to service purchaser. Service purchaser is hereby referred to as “Client.” Bio Bench and Client are hereby collectively referred to as “Parties.”
- Service Agreement. Unless acknowledged and signed by Bio Bench in writing, any additions or alterations by Client shall not bind Bio Bench. Bio Bench’s failure to object to any amendments, alterations, additions or proposals contained in any work order or other form or document from Client shall not be construed as a waiver of the Service Agreement nor an acceptance of any such amendments, alterations, additions or proposals.
- Scope of Work. A detailed scope of work in the form or a project proposal quotation ("Project Proposal") shall be provided to Client and this Service Agreement shall be attached hereto as Schedule A. The Project Proposal shall specify the details of the work, the design, information desired, data and materials to be provided by Client, required completion time and all other matters relating to the completion of the Project Proposal. The Project Proposal shall refer to this Service Agreement the Parties shall be deemed to assent to the terms of the Service Agreement by executing the Project Proposal.
- Changes of Scope/Services. Changes to the Scope or Services must be agreed upon and authorized by representatives of Bio Bench and Client in writing. If such changes result in an increase in the cost and labor of the Services or affect the projected date of completion of the Services (or portions thereof), the compensation for the Services and/or completion date(s) shall be adjusted to a degree commensurate with such changes agreed upon by Bio Bench and Client in writing. Cancellation of Services in progress will result in a partial charge commensurate with the percentage of work completed at the time of cancellation, in addition to any approved expenses beyond recall at the time of termination, which incurred prior to termination, and any other actual costs and charges incurred due to the early termination. Bio Bench has the right to terminate the Service Agreement without any liability to Client if no agreement could be reached regarding the changes and adjustment of compensation and costs by Bio Bench and Client in writing.
- Compensation and Payments. The Client shall pay Bio Bench for the Services: (a) within seven (7) days from the date of the invoice(s), (b) within ten (10) days from the date of the agreement, or, if applicable, according to the compensation rate and payment schedule as set forth in the agreement attached as schedule B. Invoices shall be sent to Client upon completion of the Services and delivery of the applicable Deliverable(s) to Client, or, according to the schedule B. If Client defaults in any payment when due, (a) interest of 0.2% will be accrued per day of the overdue payment as of the date when such payment is due, and (b) if such payment default is not rectified within seven (7) days of receiving written notice of the alleged breach or failure, Bio Bench may, at its option and without prejudice to its other lawful remedies, delay performance or defer delivery. All payments due hereunder shall be made in United State Dollar, Euro or Chinese Yuan.
- Taxes and Other Charges. Unless Parties agree in writing, Client will be responsible for any use tax, sales tax, excise tax, custom duty, inspection or testing fee, or any other taxes, fees, duties or charges imposed by any governmental authority, relating to or measured by the transaction, in addition to the prices quoted or invoiced in the Service Agreement. If Bio Bench is required to pay any such taxes, custom duties, fees or charges, Client shall reimburse Bio Bench thereof or provide Bio Bench an exemption certificate or other document acceptable to the authority imposing the taxes, duties, fees, or charges at the time the order is placed.
- Materials and Information. Client will provide Bio Bench with sufficient amount of its information and materials such as cells, compounds, samples, or other substances needed to complete the Services (“Client Materials”), as well as comprehensive data or information concerning the stability, storage and safety requirements of such Client Materials needed by Bio Bench to complete the Services. Bio Bench will use Client Materials in accordance with the Service Agreement and only in the execution of Services for the benefit of the Client. Unless otherwise requested by the Client, upon completion of the Services any remaining Client Materials will be destroyed. Bio Bench will not transfer or provide Client Materials, in whole or in part, to any third party, other than a subcontractor, without the Client’s prior written approval. Client warrants that it has the appropriate right or license to the Client Materials for the purpose of this Agreement, and that Bio Bench’s use of such material for performance of the service in accordance with this Agreement shall not infringe the proprietary rights, including but not limited to the patent or trade secret rights, of any third party.
- Proprietary Rights.
- Client will own all rights throughout the world to all inventions, discoveries, improvements, ideas, processes, formulations, products, computer programs, works of authorship, databases, trade secrets, know-how, information, data, documentation, reports, research, creations and all other products and/or materials arising from or made in the performance of Services (whether or not patentable or subject to copyright or trade secret protection) (collectively, with all associated intellectual property rights, the "Deliverables"). At Client's costs, Bio Bench will assign and does assign to Client all right, title and interest in and to all Deliverables and will promptly disclose to Client all Deliverables. Upon completion of the Services, Bio Bench will archive materials, data and documentation obtained or generated by Bio Bench in the course of preparing for and providing Services, including computerized records and files (collectively, the "Records") for a period of one (1) year. The Records will be disposed and destroyed one (1) year after the completion of Services.
- Notwithstanding the foregoing, Bio Bench will retain full ownership rights in and to all templates, programs, methodologies, processes, technologies and other materials developed or licensed by Bio Bench and its Affiliates prior to or apart from performing its obligations under this Agreement and the modifications and improvements thereto (collectively, with all associated intellectual property rights, the "Bio Bench Property"), regardless of whether such Bio Bench Property is used in connection with Bio Bench's performance of its obligations under this Agreement.
- Bio Bench will treat all Data as proprietary and confidential and will not disclose the same to any person except its employees, consultants, and subcontractors to whom it is necessary to disclose the Data for purposes of providing the Services. If the disclosure is requested in any legal proceedings, Bio Bench will notify Client promptly prior to any disclosure to permit Client to oppose such disclosure by appropriate action. Client agrees to reimburse out-of-pocket costs and reasonable attorney’s fees if Bio Bench is obligated to testify or produce documents in any legal or administrative proceedings regarding the Services.
- Limited Warranty, Breach and Remedy. The Service Agreement is a contract for Services only. Bio Bench’s sole warranty with respect to the Services is that Bio Bench will perform the Services in accordance with the standard of performance set forth above. Client shall notify Bio Bench in writing of any claim for a breach of such warranty within one (1) month after delivery by Bio Bench of the final Deliverable relating to such Services. The sole remedy to Client for breach of such warranty shall be to require Bio Bench to re-perform the Services. THE LIMITED WARRANTIES PROVIDED HEREIN ARE IN LIEU OF AND EXCLUDE ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE,USE OR, APPLICATION, UNLESS SUCH OTHER WARRANTIES ARE EXPRESSLY AGREED TO IN WRITING BY BIO BENCH UNDER THIS SERVICE AGREEMENT. IN THE EVENT THAT ANY PROVISION HEREOF (OR ANY PART THEREIN) SHOULD FOR ANY REASON BE HELD INEFFECTIVE UNDER APPLICABLE LAW, THE REMAINDER OF THE PROVISION SHALL REMAIN IN FULL FORCE AND EFFECT.
- Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL BIO BENCH (OR ITS SUBSIDIARIES, AFFILIATES, SUBCONTRACTORS, OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS) BE LIABLE UNDER ANY LEGAL THEORY AS A RESULT OF BIO BENCH’S PERFORMANCE OF THE SERVICES FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, LOSS OF CUSTOMERS, CLIENT OR GOODWILL. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BIO BENCH’S AGGREGATE LIABILITY, IF ANY, FOR DAMAGES OR OTHERWISE, SHALL NOT EXCEED THE PURCHASE PRICE RECEIVED BY BIO BENCH FROM THE CLIENT.
- Indemnification. Client shall indemnify and hold harmless Bio Bench, its subsidiaries and affiliates, and their respective officers, directors, employees, and agents from and against any and all expenses, damages, costs, judgments, and losses arising from any Client’s product or service based in whole or in part on Deliverables delivered hereunder or any portion thereof.
- Upon completion of all the Services and obligations under the Project Proposal, the Project Proposal and the Service Agreement shall terminate, unless extended or amended in writing by the Parties.
- Either Party may terminate the Project Proposal and Service Agreement in the event that the other Party