Terms and Conditions
Client hereby agrees to and is bound by the following Terms and Conditions (the “Agreement”):
1.1. “Background Intellectual Property” means in respect of a Party, any intellectual property rights
owned by or otherwise in the possession of that Party at the Effective Date or created after the
Effective Date and developed outside of the scope of the Services, including without limitation, any
know-how, trade secrets, copyrights, trademarks, patent applications, and patents.
1.2. “Client Materials” means any materials provided by Client to Teiko in order to perform the Services,
including but not limited to small molecules, drugs, antibodies, cell lines, blood samples, or other
1.3. “Client Results” means the Reports and Deliverables (including cellular products) generated by Teiko
under this SOW, excluding Teiko Technology.
1.4. “Teiko Technology” shall mean all proprietary and non-proprietary Teiko technologies, know-how,
methods, procedures, services, products, and capabilities. These include, but are not limited to,
technologies for multiplex, qualitative, and quantitative profiling and analysis across cellular and/or
protein and nucleic acid targets (such as kinases, GPCRs, receptors, signaling proteins, RNA or DNA),
cell surface proteins, phenotypic responses, primary cell analysis (such as human PBMCs or murine
or rat cells), analysis of clinical or pre-clinical patient samples (such as whole blood, PBMCs, or bone
marrow), Teiko’s proprietary profiles of stimulated and non-stimulated cells and exposed to
reference compounds, biologics, or other reference agents, Teiko’s proprietary database of such
profiles and related data and Teiko’s computational analytical tools and user interfaces. Teiko
Technology includes all improvements to Teiko Background Intellectual Property made during the
course of providing the Services.
1.5. “Services” shall mean all experimental work, data analysis, preparation of reports and any other such
services rendered to Client under this Agreement and described in the attached Statement of Work
2.1. Teiko will use commercially reasonable efforts to complete the Services within the timelines
provided in this SOW. If requested by Client, Teiko will provide updates, by telephone or email, of
the progress of the Services. Services will not meet GLP, GCP, or specific FDA compliance guidelines
unless expressly agreed to by the Parties in the SOW.
2.2. In the event that Client requests modification of the SOW in a manner that will increase the Total
SOW Price, Teiko will provide a revised quote to the Client, and Teiko will not be obligated to modify
its Services unless such revised quote is accepted in writing by the Client.
RELATIONSHIP OF THE PARTIES
3.1. The relationship between Teiko and the Client (each a “Party”) is that of independent contractors.
Nothing in this Agreement shall be interpreted to create a partnership, joint venture or employment
relationship. Neither Party may act as an agent of the other hereunder, except as explicitly otherwise
4.1. Client will pay undisputed invoices within thirty (30) days of report receipt. Payment schedule, if any,
is specified in the attached quote/SOW, and pay all applicable sales tax, including any value added
tax, shipping, import or export duties, customs fees and freight charges on such payments.
5.1. All Background Intellectual Property belonging to one Party is and shall remain the exclusive
property of that Party. Client Materials shall remain the exclusive property of Client. Save as
otherwise expressly stated herein, no rights, assigns, transfers, licenses or obligations are granted by,
or to be implied from, this Agreement, except that Client grants Teiko a non-exclusive license to use
Client Materials and Client Confidential Information or Background Intellectual Property for the sole
purpose of performing the Services. Nothing in this Agreement shall be deemed to grant the Client
any license to practice or use any Background Intellectual Property of Teiko, including without
limitation use or practice of any Teiko Technology.
5.2. Client acknowledges that Teiko has previously performed services that are similar in nature to this
SOW and that nothing in this SOW shall be deemed to restrict or limit Teiko’s ability to perform such
services or to use or grant the right to use the results of such services to third parties, provided
however, that no Client Confidential Information shall be used for such
6.1. “Confidential Information” is any information provided to one Party (the “Recipient”) by the other
(the “Discloser”) pursuant to this Agreement other than any information which (i) has been
published or comes into the public domain other than by breach of this Agreement by the Recipient;
(ii) is known to the Recipient prior to the date of disclosure as evidenced by written records; (iii) is
disclosed to the Recipient by a third party having the legal right to make such disclosure; or (iv) is
developed by a Party without any use of the Confidential Information of the other.
6.2. Recipient shall take all steps reasonably necessary to hold Discloser’s Confidential Information in
trust and shall not use such Confidential Information for any purpose other than that expressly
stated herein. Recipient shall not disclose the Confidential Information of the Discloser to any third
party without the prior written consent of the Discloser. Upon receipt of a written request by
Discloser, Recipient shall return all of the Discloser’s Confidential Information to the Discloser within
thirty (30) days of the receipt of said written request, provided however, that Recipient may retain
one copy of Discloser’s Confidential Information for legal and administrative purposes only. Recipient
may disclose Confidential Information belonging to the Discloser to the extent required by any
applicable law or governmental authority to which the Recipient is subject, provided the Recipient
gives the Discloser prompt notice, so that, to the extent possible, the Discloser has a reasonable
opportunity to oppose, limit or seek confidential treatment regarding such required disclosure.
DISCLAIMER, LIABILITIES, AND INDEMNIFICATION
7.1. THE SERVICES PROVIDED THROUGH Teiko ARE EXPERIMENTAL IN NATURE. Teiko DISCLAIMS ALL
WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE. EXCEPT FOR DAMAGES CAUSED BY A BREACH OF SECTION 6
(Confidentiality) OR FOR LIABILITY AND INDEMNIFICATIONS IN SECTION 7.4, NEITHER PARTY WILL BE
LIABLE FOR LOST REVENUES OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR
PUNITIVE DAMAGES; AND NEITHER PARTY’S AGGREGATE LIABILITY FOR ANY CLAIM ARISING OUT OF
OR RELATED TO THIS AGREEMENT WILL EXCEED TWICE THE FEE PAID OR TO BE PAID BY CLIENT TO
Teiko UNDER THIS SOW.
7.2. Client is liable for damages or losses to Teiko, its employees, and officers caused by Client
Materials that Client provides to Teiko for use in the Services when used by Teiko according to
Client specifications and guidelines. Client is responsible for notifying Teiko of the biological
hazards associated with all Client Materials, and hereby represents that it will disclose to Teiko all
necessary information for safe handling, storage, and disposal of Client Materials by the time the
7.3. When cellular products are provided by Teiko as a Deliverable, Client hereby represents that Client
understands that these cellular products may contain biohazardous materials (such as viruses or
bacteria) and should only be handled in biosafety cabinets with adequate personal protective
equipment. Client represents that it has adequate facilities and understanding to handle the
requested cellular products safely.
7.4. Client agrees to indemnify and hold harmless Teiko and its directors, officers, and employees
(collectively, the “Teiko Indemnitees”) from and against any and all Losses they may suffer in
connection with any claim or lawsuit brought by a Third Party, to the extent arising from (a) Client’s
(i) use of the Client Results in accordance with the terms of this Agreement (except to the extent
such claims result from Teiko’s breach of this Agreement or a Teiko Indemnitee’s negligence or
willful misconduct), (ii) negligence or willful misconduct, or (iii) breach of this Agreement, or (b) a
claim that Client Materials infringe any patent or other Intellectual Property of Third Party.
TERM AND TERMINATION
8.1. This Agreement shall become effective upon submission of a Purchase Order by Client to Teiko in the
full amount of the SOW and shall continue in effect until Teiko’s delivery of Reports and Deliverables
to Client, or until earlier terminated as provided herein (“Term”). If either Party breaches this
Agreement, the other Party may terminate this Agreement upon 30 days’ written notice to the
breaching Party if the breach is not cured during such 30-day period. Expiration or termination of this
Agreement shall not terminate Client’s obligations to make payments that have accrued prior to
termination. In the event of early termination by Client without cause, Teiko shall retain any
payments already made and, if such payments do not compensate Teiko for all Services already
performed, then Client shall be invoiced and shall pay for any overage, such overage not to exceed
the remaining unpaid amount specified in this Agreement. In the event of termination by Teiko
without cause, Teiko shall issue a refund of all payments made by Client to Teiko hereunder. Articles
5 (Deliverables, Ownership), 6 (Confidentiality), 7 (Disclaimer, Liabilities, and Indemnification), 8
(Term and Termination), 9 (Publication), 10 (Miscellaneous) and any payment obligations accrued
under the Agreement prior to termination or expiration shall survive such expiration or termination.
9.1. Teiko may publish data generated under this Agreement, subject to the limitation that, if such
publication contains Client Confidential Information, then Teiko must have prior written consent
from Client. Neither Party shall use the other Party’s name or logo without prior written consent.
10.1. Unless specifically directed otherwise in the Agreement, all written notices must be delivered via
Teiko Bio, Inc
10.2. Neither this Agreement nor any right hereunder or interest herein may be assigned or transferred by
either Party without the express written consent of the other Party. Notwithstanding the foregoing,
either Party may assign this Agreement and its rights and obligations hereunder without such
consent in connection with the transfer or sale of all or substantially all of the business to which this
Agreement relates, whether by merger, sale of stock, sale of assets or otherwise.
10.3. Force Majeure. A Party shall not be deemed in default of this Agreement, nor shall it hold the other
Party responsible for, any cessation, interruption or delay in the performance of its obligations
(excluding payment obligations) due to earthquake, flood, fire, storm, natural disaster, act of God,
war, terrorism, armed conflict, labor strike, lockout, boycott, prolonged loss of power, or other
similar events, in each case, beyond the reasonable control of the Party.
10.4. This Agreement may not be altered, amended or modified in any way except by writing signed by
both Parties. Waiver of any term or provision of this Agreement or forbearance to enforce any term
or provision by either Party shall not constitute a waiver as to any subsequent breach or failure of
the same term or provision or a waiver of any other term or provision of this Agreement.
10.5. In the event that any provision of this Agreement becomes or is declared by a court of competent
jurisdiction to be illegal, unenforceable or void, this Agreement shall continue in full force and effect
without said provision, provided that no such severability shall be effective if it materially changes
the economic benefit of this Agreement to either Party.
10.6. This Agreement shall constitute the entire understanding between the Parties with respect to the
subject matter hereof and may only be modified in writing signed by both Parties.