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SERVICE CONTRACT

THIS SERVICE CONTRACT (the “Agreement”) dated the 7th day of October, 2024 (the “Effective Date”) is made by and between:

@@ NAME HERE @@, whose administrative office is @@ INSTITUTE HERE @@, located at @@ ADDRESS HERE @@, @@ ZIPCODE HERE @@, @@ COUNTRY HERE @@, (hereinafter “Client”);

AND

HUBRECHT INSTITUTE, a research institute of the Royal Academy of Arts and Sciences (Koninklijke Nederlandse Akademie van Wetenschappen, KNAW), located at Uppsalalaan 8, 3584 CT Utrecht, The Netherlands, (hereinafter “Provider”)

Hereafter, each individually a “Party” and collectively the “Parties.

WHEREAS

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

1. SERVICES, BUDGET AND CONTRACT PERIOD

1.1. The Parties acknowledge and agree that the attached Schedule A will determine the services which the Provider will provide (the “Services”), the amount(s) which the Client will pay for the Services (the “Budget”) and the duration of the Services (the “Contract Period”).

1.2. The rates for Services are as posted on the Provider its website as updated from time-to-time.

1.3. Provider will invoice Client for Services rendered and payment is due upon receipt of invoice. Payments may be made by electronic bank transfer (details on website).

1.4. Clients with accounts in arrears for more than 60 days will be limited from further booking until outstanding balances are cleared.

2. PROVIDER LAB POLICIES

2.1. Client acknowledges and agrees to be bound to the Provider Lab policies and the policies of the related Provider facilities as posted on their respective websites. In particular, the Client acknowledges the policies related to access to facilities, safety, and the compliance with animal care, human ethics, chemical safety and biosafety protocols where applicable.

3. OWNERSHIP OF SAMPLES, DATA and INTELLECTUAL PROPERTY

3.1. Provider acknowledges and agrees that Client owns all right, title and interest to samples, all data and results made in the provision of Services.

3.2. The Parties acknowledge and agree that in the course of providing the Services, Provider may utilize techniques, processes, and/or tools which are proprietary to Provider. Notwithstanding anything else in this Agreement, Provider retains all right in and title to same and any improvements and/or modifications thereto.

4. CONFIDENTIAL INFORMATION

4.1. “Confidential Information” shall mean any information provided by Client to Provider relating to the Services, whether written or otherwise. In order to constitute "Confidential Information" for the purposes of this Agreement, Client must clearly identify such information in writing as being confidential, or if the disclosure takes place orally or in some other non-tangible form, Client must summarize it in writing and identify it as being confidential within 30 days of the disclosure. Furthermore, such information shall not be considered “Confidential Information” for the purposes of this Agreement if and when it:

4.2. Provider will keep all Confidential Information in confidence and use the Confidential Information solely for the purpose set forth in this Agreement, and shall use reasonable efforts to protect the Confidential Information from disclosure to third parties.

4.3. Client, contemplating the disclosure of Confidential Information acknowledges that Provider by its very nature is an open public research institution with students passing through in an open and uncontrolled manner and therefore cannot provide the same degree of security for its own Confidential Information as that which is customary in an industrial research centre. However, Provider will use the same care and discretion to avoid disclosure of Confidential Information as it uses for its own similar Confidential Information that it does not wish to disclose.

4.4. The obligations of confidentiality set forth in this Agreement shall survive and continue to be binding upon Provider, its successors and assigns for 3 years after such termination or expiration.

5. DISCLAIMER OF WARRANTY

5.1. Provider makes no representations or warranties, either express or implied, regarding deliverables, data or other results arising from the Services. Provider specifically disclaims any implied warranty of non-infringement or merchantability or fitness for a particular purpose and Provider will in no event be liable for any loss, whether direct, consequential, incidental, or special or other similar damages arising from any defect, error or failure to perform, even if Provider has been advised of the possibility of such damages. Client acknowledges that the Services are of an experimental and exploratory nature, that no particular results can be guaranteed, and that the Client has been advised by Provider to undertake its own due diligence with respect to all matters arising from this Agreement. This section survives termination of this Agreement.

6. INDEMNITY

6.1 Client indemnifies, holds harmless and defends Provider, its directors, officers, employees, faculty, students, invitees and agents against any and all claims (including all reasonable legal fees and disbursements) arising out of: (i) the receipt or use by Client of any data or other results arising from the Services, and (ii) Client’s use of or presence in the Provider Lab; including, without limitation, loss or damage to the property upon which the Provider Lab is situated, as well as any injury to Client personnel.

7. INSURANCE

7.1. Provider has liability insurance applicable to its directors, officers, employees, faculty, students and agents while acting within the scope of their employment by Provider. Provider has no liability insurance policy that can extend protection to any other person. Therefore, subject to Section 6 (Indemnity), each Party hereby assumes any risks of personal injury and property damage attributable to the negligent acts or omissions of that Party and its directors, officers, employees and agents, and where applicable faculty and students.

7.2. Client represents and warrants that it will maintain adequate liability insurance and Workers’ Compensation coverage for Client personnel.

7.3. Client assumes the entire risk of any loss or damage to the Provider Lab arising out of an act or omission of Client Personnel.

8. TERM and TERMINATION

8.1. This Agreement will be effective for the full duration of the Contract Period unless sooner terminated in accordance with the provisions of this Section 8.

8.2. Either party may terminate this Agreement upon 30 days’ prior written notice to the other party.

8.3. No termination of this Agreement however effectuated, will release the Parties from their rights and obligations under Sections 3 (Ownership of Samples, Data and Intellectual Property), 4 (Confidential Information), 5 (Disclaimer of Warranty), 6 (Indemnity), 9 (Public Disclosure), and Section 8.4.

8.4. In the event of early termination of this Agreement by Client or due to a breach of the Agreement by Client, Client will pay Provider for all work done on the Services to date, including any work in progress as at the receipt of notice of such termination.

8.5. Provider reserves the right to suspend work on the Services or to terminate this Agreement by delivering written notice of same to Client if Client fails to pay any invoiced amount within 30 days from the due date.

8.6. The Parties may extend this Agreement in writing for additional periods under mutually agreeable terms and conditions. Said extension will be effective upon signature by both Parties.

9. PUBLIC DISCLOSURE

9.1. Either Party may disclose the identity of the other Party, the Contract Period and amount being paid by Client for the Services, and that the Services are provided under the direction of the Provider Lab director.

9.2. Except as provided by in section 9.1, neither Party may use the name of the other or of any member of the other’s staff, in any publicity, advertising, or news release without the prior written consent of the other Party.

9.3. Client shall acknowledge Provider and the Provider Lab in any publication or presentation containing data and/or results made in the provision of Services.

10. PUBLICATION

10.1. Prior to the first publication by Dr. Peter Zeller and Dr. Christoph Geisenberger (from the Van Oudenaarden group at the KNAW Hubrecht Institute), you agree not to publish details of the scChIC or scTAPS technology respectively, which are not otherwise public. After the first publication by these researchers from the Van Oudenaarden research group have published their methods, the client can publish details of the scChIC (Peter Zeller) or scTAPS (Christoph Geisenberger) experiment provided by the Single-Cell Core to the client.

11. 

11.1. All notices or other documents that either Party is required or wishes to deliver to the other Party may be delivered by email, or by personal delivery or by registered or certified mail, all postage and other charges prepaid, at the address below or at such other address as that Party may designate in writing to the other Party. Any notice personally delivered or sent by email will be deemed to have been given or received at the time of delivery or upon confirmation of receipt of the email.

12. GENERAL

12.1. This Agreement is governed by, and is to be construed in accordance with the laws of The Netherlands. The Courts of the Netherlands will have exclusive jurisdiction to deal with any dispute which has arisen or may arise out of, or in connection with, this Agreement.

12.2. Nothing contained in this Agreement is to be deemed or construed to create between the Parties a partnership or joint venture. No Party has the authority to act on behalf of any other Party, or to commit any other Party in any manner at all or cause any other Party's name to be used in any way not specifically authorized by this Agreement.

12.3. The Schedules and the terms and conditions contained in this Agreement constitute the entire understanding between the Parties. The Parties will be bound by the Schedules except to the extent that they may conflict with the terms and conditions contained in this Agreement, in which case the terms and conditions of this Agreement will govern. No modifications will be binding unless executed in writing by the Parties.

12.4. If any provision of this Agreement will be held to be invalid, illegal or unenforceable under any applicable statute or rule of law, the validity, legality and enforceability of the remaining provisions will in no way be affected or impaired thereby.

12.5. No condoning, excusing or overlooking by either Party of any default or breach of any terms of this Agreement by the other Party will operate as a waiver of the Party's rights under this Agreement of any continuing or subsequent default or breach. No waiver will be inferred from or implied by anything done or omitted by a Party except an expressed waiver in writing.

12.6. Neither Party who exercises a specific right or remedy will be precluded from or prejudiced in exercising another right or pursuing another remedy or maintaining an action to which it may otherwise be entitled either at law or in equity.

12.7. Client will not assign, transfer, mortgage, pledge, financially encumber, grant a security interest, permit a lien to be created, charge or otherwise dispose of any or all of the rights granted to it under this Agreement without the prior written consent of Provider.

12.8. Provider will have the right to assign its rights, duties and obligations under this Agreement to a company of which it is the sole shareholder, or a society which it has incorporated or which has purposes which are consistent with the objectives of Provider. If Provider makes such an assignment, Client will release and discharge Provider from all obligations or covenants, provided that the company or society, as the case may be, signs a written agreement which provides that the company or society assumes all obligations or covenants from Provider and that Client retains all rights granted to Client under this Agreement.

12.9. This Agreement may be executed in counterpart by the Parties, either through original copies or by facsimile or electronically each of which will be deemed an original and all of which will constitute the same instrument.

SIGNED BY THE PARTIES AS AN AGREEMENT and effective as of the Effective Date

SCHEDULE "A"

Statement of Services and Budget

Provider will provide the Services under the supervision of Dr. Alexander van Oudenaarden, Department of Quantitative Biology, KNAW Hubrecht Institute, at the Provider (the “Investigator”) during the Contract Period from October 7th 2024 to December 6th 2024.

Services

Client will pay Provider the total amount of €@@ TOTAL COST HERE @@ in accordance with the Budget. Client will pay to Provider the amounts on the following due date:

Client will pay interest on all amounts owing to Provider but not paid on the due date, at the rate of 12.68% per annum, calculated annually not in advance. The interest accrues on the balance of unpaid amounts from time to time outstanding, from the date on which portions of the amounts become due and owing until payment in full.

Any funds that may remain after completion of the Services will be retained by Provider.