CLEANPLEX™ PANEL DESIGN SERVICE AGREEMENT V3.0
Paragon Genomics, Inc. (PGI) offers its customers or users CleanPlex™ Panel Design Service (“Design Service”) that employs a proprietary primer sequence generation pipeline coupled with manual tuning to design highly specific primers for multiple target genomic regions. By receiving, utilizing or purchasing any primer sequences and/or primer reagents derived from the Design Service (the “Design Service Derivative Properties”), you agree to be bound by the terms of this Agreement (the “Terms”). This Agreement applies to Paragon Genomics’ ready-to-use and custom panels.
1. “Design Service Derivative Properties” refer to any primer sequences, panel design, and/or primer reagents generated by PGI using gene lists, target regions or other information.
2. “Service and Derivative Properties” refer to PGI’s Design Service and Design Service Derivative Properties.
3. “Products Related to Design Service” refer to PGI’s proprietary targeted sequencing library preparation technologies, compositions, reagents and kits including CleanPlex™ Library Kit.
DESIGN SERVICE AGREEMENT TERMS
This Agreement describes the licensing of the Design Service Derivative Properties to you for your internal use only.
Subject to the Terms of this Agreement, PGI grants to you a limited, non-exclusive, non-transferable and non-sublicensable right to use PGI’s Design Service Derivative Properties for your internal use only, and no rights are provided for incorporating the Design Service Derivative Properties into a commercial product or kit.
PGI retains all rights, title and interest in and to PGI’s Design Service Derivative Properties. A limited, non-perpetual, non-exclusive, non-transferable, and non-sublicensable right to use PGI’s Design Service Derivative Properties in commercial laboratory service that is performed in your own or affiliated laboratories may be granted only when the corresponding Products Related to Design Service are purchased from PGI, its affiliates or its distributors in order to be used in conjunction with PGI’s Design Service Derivative Properties.
Except for the rights explicitly conferred in this Section, nothing in these Terms shall be interpreted as conferring any license, right or immunity under any patents or patent applications that PGI now owns or holds a license to, or acquires or obtains a license to in the future.
You acknowledge that PGI’s Service and Derivative Properties are provided to you on a non-exclusive basis and PGI may provide other customers with PGI’s Service and Derivative Properties similar or identical to any part or entirety of any PGI’s Service and Derivative Properties furnished or sold to you.
You are specifically prohibited from transferring, assigning, sublicensing the Design Service Derivative Properties. Causing or permitting the reverse engineering, decompiling, disassembly, or translation of the Design Service Derivative Properties to discover the source algorithm or create a functional equivalent is expressly prohibited.
5. Proprietary Rights and Mutual Confidentiality
The Design Service Derivative Properties and other technologies provided by PGI are the proprietary properties of PGI. The Design Service Derivative Properties is protected by applicable copyright and other intellectual property laws.
In the event that you provide to PGI any confidential information (“Client Confidential Information”), including gene lists, genomic coordinates, and genomic sequences, PGI agrees to treat such information as confidential and shall not disclose such information to a third party, except that PGI may disclose such information to its employees, consultants, advisors, and subcontractors only to the extent necessary to develop and supply the Service and Derivative Properties. Client Confidential Information shall not include any item of information which: (a) is within the public domain prior to the time of the disclosure by you to PGI or thereafter becomes within the public domain other than as a result of disclosure by PGI or any of its Representatives in violation of this Agreement; (b) was, on or before the date of disclosure, in the possession of PGI or any of its Representatives, as evidenced by records, however maintained; (c) is acquired by PGI or any of its Representatives from a third party not under an obligation of confidentiality to PGI; or (d) is hereafter independently developed by PGI or any of its Representatives, as evidenced by records, however maintained.
6. Disclaimer of Warranties
PGI MAKES NO WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE SPECIFICATIONS OR PERFORMANCE OF PGI’S SERVICE AND DERIVATIVE PROPERTIES. PGI SHALL NOT IN ANY EVENT BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES OF ANY KIND RESULTING FROM ANY USE OR FAILURE OF THE SERVICE AND DERIVATIVE PROPERTIES.
7. Limitation of Liability
You acknowledge that PGI’s Service and Derivative Properties and Products Related to Design Service have not been validated or tested for diagnostic or clinical use, or any other specific applications. No regulatory approval, clearance, or similar designation (the “Approvals”) has been obtained for PGI’s Service and Derivative Properties and Products Related to Design Service. You agree that you are solely responsible for complying with any applicable laws and regulations, and obtaining necessary Approvals from relevant regulatory bodies.
You agree to indemnify, defend and hold PGI and our parent, subsidiaries, affiliates, partners, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, interns and employees, harmless from any claim or demand, including reasonable attorneys’ fees due to or arising out of your use of PGI’s Service and Derivative Properties and Products Related to Design Service in any manner not specified by PGI in any product documents accompanying the Service and Derivative Properties and Products Related to Design Service or your violation of any law or the rights of a third-party.
9. Termination and Survival
Either party may terminate this Agreement upon the material breach of the other party. Upon termination, the following terms shall survive: Proprietary Rights and Mutual Confidentiality, Limitation of Liability, Indemnification. All terms that by their nature survive termination or expiration of this Agreement, will survive.
10. Controlling Law
This Agreement shall be governed by and construed under the law of the state of California, USA, excluding choice of law rules.
11. Entire Agreement
This Agreement contains the entire Agreement related to this subject matter and supersedes all prior or contemporaneous agreement, written or oral, between the parties. If any terms of this Agreement are invalid or unenforceable, the other terms remain in effect.