GENERAL TERMS AND CONDITIONS
The general terms and conditions below (the “Terms and Conditions”) are entered into by Lightspeed Microscopy Inc., a Delaware corporation (“Lightspeed”) and the company as listed in the Statement of Work (the “Company”) between Lightspeed and the Company. The Terms and Conditions, End User License Agreement, and Statement of Work are referred to collectively as the “Agreement”.
1. Use of Materials and Information. The original materials submitted to Lightspeed by the Company to be imaged (the
“Materials”) and/or Information (defined below) shall be used by Lightspeed for the purpose of conducting the research and related services detailed in the Statement of Work (the “Research”). Lightspeed will use the Materials in a safe manner, in compliance with all state, federal, and other applicable laws, rules, and regulations pertaining to use of the Materials. Nothing in this Agreement shall obligate the Company to transfer or disclose any Materials or Information to Lightspeed. The Terms and Conditions shall apply to all Materials and Information actually transferred or disclosed to Lightspeed. “Information” includes all technical knowledge, know-how, and information relating to the Materials, including scientific data, laboratory records and books, patent applications, descriptive materials, and other oral and written information pertaining to the Materials or their uses disclosed directly or indirectly by the Company to Lightspeed under the Agreement.
2. Confidentiality. Lightspeed shall treat all Information and Materials as confidential and shall not use any Information or
Materials except for purposes of the Research, or disclose any of the Information or Materials to any third party or personnel except for those employees of Lightspeed who require access thereto to perform the Research; provided, however, Information does not include information to the extent such information: (a) was publicly known and generally available in the public domain prior to the time of disclosure to Lightspeed by the Company; (b) becomes publicly known and made generally available in the public domain after disclosure to Lightspeed by the Company, except by breach of this Agreement by Lightspeed; (c) was in Lightspeed’s possession at the time of disclosure by the Company as established by
written proof and was not acquired directly or indirectly from the Company or from any other party under an obligation of confidentiality to the Company; (d) is received by Lightspeed from a third party with the legal right to provide Lightspeed with such information; or (e) is required by law to be disclosed, provided that Lightspeed shall provide reasonable advance notice thereof to enable the Company to seek a protective order or otherwise prevent such disclosure.
3. No Licenses. Nothing in this Agreement is to be construed as granting a license to Lightspeed to utilize the Information or Materials, except to complete the Research. Lightspeed and Company do not intend to be co-authors or co-inventors, except as provided in a written intellectual property agreement, and nothing herein shall constitute an assignment of the intellectual property owned by the parties respectively. Any modification of this Agreement and any further contract or license agreement between the parties to this Agreement shall be in writing. All right, title, and interest in and to all Information disclosed under this Agreement and to all Materials transferred under this Agreement shall remain vested in the Company. Lightspeed shall own all right, title, and interest in and to any and all discoveries, compositions of matter
and other inventions (whether patentable or not) conceived, reduced to practice, or otherwise made by Lightspeed in the course of the Research or as a result of any use of the Materials or Information and all intellectual property rights therein by Lightspeed (“Inventions”).
4. Further Reporting. All data and any results obtained from screening, testing, or use of the Materials or Information by
Lightspeed shall be promptly reported to the Company.
5. Publication. Subject to the following provisions of this Section 9, Lightspeed may publish or otherwise disclose results of the Research as they deem appropriate. Lightspeed agrees to provide any proposed presentation or other publication relating to results of the Lightspeed’s use of the Materials and/or Information to the Company at least 45 days prior to any planned submission for publication or disclosure of the same. The Company shall have 30 days to review the publication materials and may object to such presentation and/or publication or any portion thereof on the basis (a) it discloses unprotected patentable subject matter, or (b) discloses information confidential to the Company (the “Confidential Information”). In the event that the Company desires that a patent application be filed on patentable subject matter disclosed in the materials. Lightspeed shall withhold publication and disclosure of such subject matter for a period not to exceed 120 days from the date of receipt of such materials by the Company and file a patent application at the requesting party’s expense. Further, if the Company believes that such material contains Confidential Information, Lightspeed agrees to remove such Confidential Information from the publication material prior to publication or disclosure.
6. Limitation of Liability. Lightspeed will use commercially reasonable efforts to use, store, or dispose of the Material and/or Information, but cannot guarantee the safety of all Materials and Information. The Company acknowledges the inherent risks associated with the transfer and storage of Materials, and the Company agrees that Lightspeed will not assume liability for damages which may arise from its use, storage, or disposal of the Materials, unless the damages are caused by Lightspeeds gross negligence or willful misconduct.
7. Miscellaneous. Except as otherwise provided in this Agreement, each party represents and warrants that it has the full right power and authority to enter into the Terms and Conditions. The Terms and Conditions shall be construed and enforced in accordance with the laws of the United States of America and the State of Washington without regard to their principles of conflicts of law. The Agreement sets forth the entire agreement between the parties with respect to the subject matter contained in the Agreement and supersedes any previous understandings, commitments, or agreements, whether oral or written. The Terms and Conditions may only be amended with a writing signed by
authorized representatives of the parties.