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Marketplace Agreement

Last Updated : March 2, 2021

This Marketplace Agreement (the "Agreement") establishes terms and conditions by which you (the "Client") can use the Platform to request and/or purchase certain scientific services or products from a third-party supplier of such services or products ("Supplier") through one of Scientist's research marketplaces (together the "Platform"). Client may use the Platform for such purposes only pursuant to the express terms and conditions of this Agreement. Please review these terms carefully. By accessing or using the Platform, Client signifies its assent to this Agreement. If Client does not agree to this Agreement, Client may not access or use the Platform.

1.

Binding Agreement

Scientist and Client agree to be bound by the terms and conditions of this Agreement, and by the Platform's privacy policies, terms of service and other scientist.com policies from time to time (including, in relation to Personal Data (as defined therein) obtained by Scientist.com from or about individuals located in the European Economic Area and/or Switzerland, Scientist.com's European Privacy Policy) (collectively "Policies"), links to which are available at https://app.scientist.com/legal-notices, and which are incorporated herein by reference.

In the event of a conflict between Scientist's European Privacy Policy and the Platform's Global Privacy Policy, the European Privacy Policy shall prevail. In the event of any conflict between this Agreement and any of the Policies relating to the sharing of Personal Data, the Policies shall prevail. This Agreement supersedes all other marketplace or Platform agreements between Scientist and Client.

Scientist may modify or update this Agreement or its Policies from time to time. Scientist will update the "last updated" date at the top of this page upon modifying this Agreement. Scientist will endeavour to provide reasonable notice of such changes by posting notice on the Platform and/or by direct notice to Clients. The Client is responsible for reviewing the notice and any applicable changes. Notwithstanding the foregoing, Client's continued use of the Platform following posting of any changes will constitute Client's acceptance of such changes or modifications. If Client does not agree to any of the modified terms or any future terms, Client should refrain from using or accessing the Platform. For the avoidance of doubt, particular SOW's (as defined below) shall be governed by the terms in existence at the time such SOW became effective.

2.

Eligibility

Only parties that can lawfully enter into and form contracts under applicable law may use the Platform. By accepting the terms and conditions of this Agreement, Client hereby represents and warrants that Client has such ability to enter into and form contracts, and to the extent such acceptance of the terms of this Agreement and/or and the execution and/or formation (as applicable) of any SOW's (as defined in the Supplier Agreement(s)) via the Platform is made on behalf of the Client, the individual making such acceptance is authorized to bind the Client to the terms in question.

3.

Supplier Agreements

3.1.

Scientist will require that all Suppliers offering Services (as defined in the relevant Supplier Agreement) to Client via the Platform enter into a separate agreement with Scientist for the provision of the relevant service type ("Supplier Agreement(s)") before they are able to receive a request for the service type in question from the Client via the Platform. The Supplier Agreement(s) for the various service types available via the Platform from time to time are located here https://app.scientist.com/legal_documents. The Supplier Agreements are entered into between Scientist and Supplier provide that Client is an intended third-party beneficiary of the Supplier Agreement(s). Scientist may update the Supplier Agreements from time to time without amending this Agreement and will provide the Client with reasonable advance notice of such changes via the Platform. Continued use by the Client of the Platform following the effective date of the changes shall constitute Client's acceptance of the same and reference to the "Supplier Agreement(s)" in this Agreement shall be deemed to be the amended Supplier Agreements from time to time. No changes shall have retrospective effect

3.2.

Client agrees that all purchases made by it through the Platform, or resulting from a request raised via the Platform, will be governed by and subject to the terms of the relevant Supplier Agreement(s), including obligations on the Client contained therein, to the same extent as if Client were a party thereto. Further, for clarity and without limitation, Client agrees to pay for such purchases as set forth in the Supplier Agreement(s). Scientist agrees that it will comply with its obligations under the Supplier Agreement(s). Defined terms in this Agreement have the same meanings as in the Supplier Agreement(s) unless stated otherwise or the context requires otherwise. For clarity, Client may agree amendments to the relevant Supplier Agreement(s) with Suppliers to apply as between themselves as part of entering into SOW's, in accordance with the terms of the Supplier Agreement, but to the extent any such amendments relate to or impact Scientist, any such amendments shall not be deemed to apply to Scientist unless and until agreed to in writing by Scientist off Platform. In the event of any conflict between the terms of this Agreement and the Supplier Agreement solely in so far as each such agreement contains obligations and provisions which apply directly between Scientist and Client, the terms of this Agreement shall prevail. For clarity, as the Supplier is not a party to this Agreement, this Agreement shall not prevail in relation to any obligations of or provisions affecting the Supplier set forth in the Supplier Agreement.

4.

Scientist Responsibilities, Confidentiality and Intellectual Property Rights

4.1.

Scientist will host, maintain and update the Platform. The Platform will enable Client to request price quotations, communicate with Suppliers to design custom services or get information, initiate requisitions for outsourced Services, request and purchase Services, track ordered Services and rate Services. This includes:

  • Access to Research Concierge – Helps Client select qualified Suppliers and manage Supplier responses
  • Use of Supplier Agreements – Allows Client to purchase Services with reduced legal negotiation (as the Client sees fit)
  • Use of Scientist as Billing Consolidator – Enables Client to consolidate all supplier payments through one hub as set forth in the Supplier Agreement

4.2.

Scientist, its Affiliates or licensors own all right, title and interest in and to any and all software, copyright, trademark rights, patent rights, database rights and other intellectual property or other rights in and to the Platform and its components and any improvements, design contributions, updates, or derivative works thereto, and any knowledge or process related thereto and/or provided hereunder. Client shall have no right, title or interest in or to use the Platform, save for the limited license granted hereunder. Subject to the terms and conditions of this Agreement, Scientist grants to Client a limited non-exclusive, non-transferrable right and license during the Term, solely for its internal business purposes to: (a) use the Platform; and (b) permit its Authorized Users to access and use the Platform. "Authorized User" means one individual natural person, whether an employee, contractor, or agent of Client who is registered by Client to use the Platform. An Authorized User must be identified by a unique email address and user name, and two or more persons may not use the Platform as the same Authorized User. If the Authorized User is not an employee of Client, use of the Platform will be allowed only if the user is under confidentiality obligations with Client at least as restrictive as those in this Agreement and is accessing or using the Platform solely to support Client's internal business purposes. Client shall procure that its Authorized Users comply with the terms of this Agreement and use the Platform correctly and for its intended purpose and Client shall be responsible for any act or omission of any of its Authorized Users, including, without limitation, a breach of this Agreement by any of its Authorized Users, as if such act, omission or breach was its own.

4.3.

If Client is enjoined or otherwise prohibited from using the Platform or any part of it based on a claim that the Platform or any part of it infringes intellectual property rights of any third party, then Scientist will, at its sole expense and option, either: (a) obtain for Client the right to use the allegedly infringing portions of the Platform; (b) modify the allegedly infringing portions of the Platform so as to render them non-infringing without substantially diminishing or impairing their functionality; or (c) replace the allegedly infringing portions of the Platform with non-infringing items of substantially similar functionality. If Scientist determines that the foregoing remedies are not commercially reasonable, then either Party may terminate this Agreement.

4.4.

Scientist may update the Platform software from time to time.

5.

Confidentiality

5.1

Treatment. Each Party agrees, during the term of this Agreement and for seven (7) years from the expiration or termination of this Agreement, whichever occurs later : (a) to maintain all Confidential Information (as defined below) ) of the receiving Party and to adhere to the restrictions on use as set out in Section 5.3 below. The receiving Party shall use at least the same standard of care that the receiving Party uses in protecting its own Confidential Information of a similar nature, which will in no event shall be less than reasonable care.

5.2

Exclusions. Confidential Information will not include any information that: (a) is now or hereafter becomes generally known or available to the public through no act or omission on the part of the receiving Party or its Representatives (as defined below); (b) can be proven by written record was in receiving Party's possession prior to receiving such materials or information from the disclosing Party without obligation of confidentiality and from a source with a right to disclose the same; (c) is rightfully acquired by the receiving Party without obligation of confidentiality from a third party who did not obtain it directly or indirectly from a Party hereto and who has the right to disclose it to the receiving Party; or (d) is independently developed by the receiving Party without access to any Confidential Information of the disclosing Party as evidenced by competent written records. "Confidential Information" means all data and information of a proprietary nature or confidential nature (including without limitation, all written, oral, visual or other information or data, documents, studies, drawings, designs, specifications, analyses, samples, materials, products and all data or information related to them, computer systems, software, technical information, databases, results, know how, trade secrets, intellectual property rights or any other material, in each case, recorded in whatever form or medium), which is disclosed to or obtained by a receiving Party from a disclosing Party or its Affiliates pursuant to this Agreement whether directly or indirectly. Notwithstanding the foregoing, as between the Parties, the following shall in any event be deemed the Client's Confidential Information: (i) the Client Materials (as defined within the Supplier Agreement) (and any modified version and/or derivative thereof), (ii) the Client Property (as defined within the Supplier Agreement), (iii) all information relating to the identity, characteristics, or other activity of Client Materials (as defined within the Supplier Agreement) and the uses to which Client Materials have been or may be put. The content and responses to all RFI's, Supplier ratings and/or Supplier certifications on the Platform (save for content submitted by Client) and all knowhow and Scientist documentation relating to the operation of the Platform shall also be deemed to be Scientist Confidential Information.

5.3

Restrictions. Except as otherwise permitted by this Agreement, each Party agrees, during the term of this Agreement and for seven (7) years thereafter: (I) not to disclose Confidential Information of the disclosing Party to any third parties without first obtaining the disclosing Party's prior written consent to such disclosure; (II) not to use Confidential Information of the disclosing Party for any purpose except to perform their obligations under this Agreement, which in the case of Scientist shall expressly include the right to disclose Client's Confidential Information to Suppliers to the extent necessary to enable Scientist to perform its obligations under this Agreement and/or in connection with and/or in contemplation of Client entering into an SOW with such Supplier, or discussing Client's requirements with a Supplier. Such disclosures by Scientist shall be deemed permitted by Client and shall not constitute a breach of this Agreement by Scientist. For clarity, Supplier's obligations of confidentiality to the Client are set forth in the Supplier Agreement. Further for clarity, where Client shares its Confidential Information with Suppliers and/or any other third party via the Platform, such disclosure shall not be deemed a disclosure by Scientist in breach of this clause 5.; (III) to maintain reasonable security measures to protect the disclosing Party's Confidential Information against loss, theft or destruction; and (IV) to return or (at the disclosing Party's direction) destroy all Confidential Information of the disclosing Party upon termination of this Agreement (except that Scientist may retain one copy to enable it to comply with continuing obligations, its own record keeping and audit purposes, such retained copy to remain subject to the provisions of this clause 5). A Party may disclose Confidential Information to its employees, independent contractors, Affiliates, permitted subcontractors, representatives, agents and consultants (collectively, "Representatives") who have a bona fide need to know such information in order to perform the obligations in accordance with this Agreement, provided, however, that it has entered agreements that are substantially similar to the confidentiality provisions of this Agreement and such disclosing Party shall be liable for any breach of the provisions of this clause 5 by its Representatives as if such breach was its own.

5.4

Unauthorized Use/Disclosure. Receiving Party will notify the disclosing Party of any unauthorized transfer, disclosure, loss, or use of any Confidential Information of the disclosing Party.

5.5

Release by Judicial Order. If the receiving Party is required or requested to disclose Confidential Information by law, regulation, judicial or administrative process, it shall, to the extent it is able without being in breach of applicable law, regulation or judicial or administrative process a) promptly notify the disclosing Party; and b) allow the disclosing Party a reasonable amount of time and opportunity to oppose such process and/or seek a protective order. The receiving Party shall disclose only the minimum Confidential Information required to be disclosed in order to comply with applicable law, regulation or judicial or administrative process and nothing in this Agreement shall prevent or restrict receiving Party from disclosing Confidential information to the extent required by applicable law, regulation or judicial or administrative process.

5.6

The Client acknowledges and agrees that a binding non-disclosure agreement covering certain pre-SOW exchanges of information between Client and Supplier in the form set forth in Annex 1 to this Agreement will automatically be entered into as set forth therein between Client and Supplier in relation to all Requests for Proposals.

6.

Client Responsibilities

6.1.

Client agrees to respond within two (2) business days to questions from the Research Concierge and Supplier about requests that are placed by Client through the Platform. Client is under no obligation to purchase any of the services it submits through the Platform. If any Client request results in a purchase, however, Client agrees to use the Platform to purchase the service(s). If a Client uses the Platform to get information and/or quotes for a Service but then purchases the Service outside of the Platform, Client agrees that Scientist can invoice the Client directly for 15% of the purchase price, and Client agrees to pay such amount. Scientist reserves the right to limit or revoke access of Client to the Platform in the event Client makes repeated request inquiries, but does not purchase any of the products/services (to avoid "Supplier fatigue").

6.2.

In return for performance of Services, Client shall pay the sums in the SOW in addition to any change fees, shipping costs, sales tax, VAT or other approved modifications to the order invoice. Client agrees to make payment to Scientist for purchases made through the Platform within 30 days of invoicing. All payments shall be made in the currency stated in the SOW. Payments that are not paid on the date such payments are due under this Agreement shall bear interest at the lesser of (i) one percent (1.0%) per month, or (ii) the maximum rate permitted by law, in each case calculated on the number of days such payment is delinquent.

6.3.

Client agrees that Client is responsible for payment of any other fees as well as additional terms or responsibilities as set forth in the respective SOW. If Client defaults on any payment, Supplier may, at Supplier's option and without prejudice to Supplier's other lawful remedies, delay performance, defer delivery, charge interest on undisputed amounts owed, and/or terminate the SOW.

6.4.

Client shall comply with all provisions in the Supplier Agreement relating to confidentiality and intellectual property and any Client provisions set forth in the SOW. All payment terms, including partial or upfront payments, will be detailed in the SOW between Client and the respective Suppliers. Client shall use the Platform only in compliance with all applicable laws and regulations. If Client defaults on any payment, Supplier may, at Supplier's option and without prejudice to Supplier's other lawful remedies, delay performance, defer delivery, and/or terminate the SOW.

6.5

Client alone shall be responsible for (i) its use of the Platform or any reliance thereon, (ii) any decision to order or not to order Services through the use of the Platform and any use of the results of the Services or any reliance thereon, and (iii) assuring the satisfactory performance of the Services ordered through the Platform. Save as set forth in this Agreement and the Supplier Agreement, Scientist undertakes no responsibility with respect to the undertakings, if any, between Client and any Supplier.

6.6.

Client may not use the Platform if Client is a resident of a country embargoed by the United States, or is a foreign person or entity blocked or denied by the United States government. Client represents that neither Client nor any affiliate of Client is such a resident or is so blocked or denied, or is included on any of the restricted party lists maintained by the U.S. Government. Client shall immediately notify Scientist if the above representation no longer is accurate.

6.7

Scientist is not responsible for maintaining the confidentiality of Client's IT systems or passwords and/or for restricting access to Client's computers. Client agrees to accept responsibility for all activities that occur under Client's account accessed via Client's computer systems or using Clients passwords where unauthorized access has been obtained as a result of a breach of security of Clients computer systems, or breach of security/passwords caused by any officers, employees, agents, contractors, systems, controls or subcontractors of Client. Scientist will follow industry-standard best practices and internal policies regarding security.

6.8

Client is responsible for the following:

i.

Notifying Scientist promptly of suspected or actual network or service problems;

ii.

Understanding and complying with contractual obligations to Scientist and/ or Suppliers.

iii.

Notifying Scientist of terminated employees who were authorized to direct service changes.

iv.

Ensuring that its personnel who use the Platform in accordance with this Agreement use the Platform in an appropriate manner;

v.

Validating that its own equipment is patched and updated appropriately, that Internet connectivity is secured, and that resident data is protected, including physical security precautions.

vi.

Maintaining its own system(s) of record and for validating that mechanisms are in place to monitor and protect content of information passing through Client's own network; and

vii.

Following best-practices pertaining to personal security such as, but not limited to:

a.

Not sharing login credentials for the Platform with any third party

b.

Log out when the Platform is not in use; and

c.

Only sharing necessary information

6.9.

Client shall not, and shall not permit others to, do the following with respect to the Platform:

i.

license, sub-license, sell, re-sell, rent, lease, transfer, distribute or time share or otherwise make any portion of the Platform available for access by third parties except as otherwise expressly provided in this Agreement;

ii.

access or use the Platform for the purpose of developing or operating products or services intended to be offered to third parties in competition with the Platform or allow access by a direct competitor of the Platform;

iii.

reverse engineer, decompile, disassemble, copy, or otherwise attempt to derive source code or other trade secrets from or about the Platform or any part of it;

iv.

use the Platform in a way that (a) violates or infringes upon the rights of a third party, including those pertaining to: contract, intellectual property, privacy, or publicity; or (b) effects or facilitates the storage or transmission of libelous, tortious, or otherwise unlawful material including, but not limited to, material that is harassing, threatening, or obscene;

v.

interfere with or disrupt the integrity, operation, or performance of the Platform or interfere with the use or enjoyment of it by others by, among other things, using it to create, use, send, store, or run viruses or other harmful computer code, files, scripts, agents, or other programs or circumvent or disclose the user authentication or security of the Platform or any host, network, or account related thereto.

vi.

take any action that imposes or may impose (in Scientist's sole discretion) an unreasonable or disproportionately large load on the Platform or its infrastructure;

vii.

copy, reproduce, modify, create derivative works from, distribute, or publicly display any content (other than content Client have submitted to the Platform) from the Platform, any software code that is part of the Platform, or any services that are offered on the Platform, in each case without Scientist's express written permission;

viii.

interfere or attempt to interfere with the proper operation of the Platform;

ix.

bypass any measures intended to prevent or restrict access to the Platform or any subparts of the Platform; (e) transmit spam, chain letters, or other unsolicited communications on the Platform;

x.

attempt to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Platform;

xi.

upload invalid data, viruses, worms, or other software agents through or to the Platform; (h) collect or harvest any personally identifiable information, including account names, from the Platform;

xii.

access any content on the Platform through any technology or means other than those provided or authorized by the Platform;

xiii.

impersonate another person or otherwise misrepresent Client's affiliation with a person or entity;

xiv.

conduct fraud;

xv.

hide or attempt to hide Client's identity; or

xvi.

directly or indirectly, advertise or promote another website, product, or service on the Platform, or solicit other clients for other websites, products or services.

Client will indemnify Scientist, and its employees, directors, agents, and representatives ("Indemnified Parties") from, and defend the Indemnified Parties against, any Claim to the extent arising from or related to any breach by Client of its obligations under this section.

7.

Term

This Agreement shall commence on the effective date and shall renew on the first anniversary of such date unless Client or Scientist gives Scientist or Client, respectively, 30 days notice of termination prior to such anniversary date. In the event the Agreement is not terminated by either party, it shall continue on a year-to-year basis with either Party able to terminate by giving 30-day written notice prior to the anniversary of the start date.

All terms and provisions of this Agreement that should by their nature survive the termination of this Agreement shall so survive. For the avoidance of doubt, termination of this Agreement shall not result in termination of any SOWs entered into pursuant to the Supplier Agreement prior to such termination. Such SOWs and related obligations of Scientist, Client and the Supplier in question shall continue and be governed by the terms of the Supplier Agreement until completed, unless terminated earlier in accordance with their terms. For clarity, Scientist cannot terminate any SOW's. SOW's may only be terminated by Client or the relevant Supplier in accordance with the terms of the Supplier Agreement.

If this Agreement expires or is terminated for any reason: (a) Client obligations of payment to Scientist in respect of SOWs entered into prior to termination shall survive; (b) any and all liabilities of either Party to the other Party that have accrued before the effective date of the expiration or termination will survive; (c) licenses and use rights granted to Client with respect to the Platform and intellectual property of Scientist will immediately terminate; (d) Scientist's obligation to provide any further access to the Platform or related services to Client under this Agreement will immediately terminate.

8.

Payment for Services by Scientist

Scientist will pay the Supplier of the Services the full amount of monies received from Client in payment for such Services, minus any agreed Transaction Fees in accordance with the Supplier Agreement. The Parties agree that once Client has paid Scientist for the Services completed by the Supplier, Scientist is solely responsible for paying the Supplier, and Client will have no further payment obligation to Scientist or Supplier in relation thereto. Scientist reserves the right to charge Suppliers an additional currency exchange fee for payments not made in US dollars.

Any and all payments made to Scientist by Client will be in the currency stated in the SOW and paid to the relevant Scientist account for such respective currency as notified to Client by Scientist. Scientist will invoice Client monthly for any international money transfer fees that are incurred as a result of Client using the Platform.

9.

Disclaimers

9.1

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE PLATFORM IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. SCIENTIST MAKES NO OTHER REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED IN FACT OR BY OPERATION OF LAW, OR STATUTORY, AS TO ANY MATTER WHATSOEVER, INCLUDING WITHOUT LIMITATION: ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT, OR ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. SCIENTIST DOES NOT WARRANT THAT THE PLATFORM OR THE SERVICES WILL MEET CLIENT'S REQUIREMENTS, WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, OR OPERATE WITHOUT ERROR; THAT THE INFORMATION, CONTENT, MATERIALS, OR PRODUCTS INCLUDED ON THE PLATFORM AND/OR THE SERVICES WILL BE AS REPRESENTED BY SUPPLIERS,AVAILABLE FOR SALE AT THE TIME OF PLACING AN ORDER, LAWFUL TO SELL, OR THAT SUPPLIERS WILL PERFORM AS PROMISED. TO THE FULL EXTENT PERMISSIBLE UNDER APPLICABLE LAW, SCIENTIST DISCLAIMS ANY AND ALL SUCH WARRANTIES.

9.2

SCIENTIST PROVIDES THE CLIENT WITH ACCESS TO THE PLATFORM AND DOES NOT PROVIDE THE SERVICES. AS SUCH, SCIENTIST ASSUMES NO RESPONSIBILITY FOR, AND SPECIFICALLY DISCLAIMS ANY LIABILITY OR OBLIGATION WITH RESPECT TO THE SERVICES, THE USE OR RELIANCE ON THE SERVICES BY THE CLIENT AND/OR THE ACTS OR OMISSIONS OF ANY SUPPLIER. SCIENTIST MAKES NO WARRANTY OR REPRESENTATION OF ANY KIND WHETHER EXPRESS OR IMPLIED IN FACT OR BY OPERATION OF LAW, OR STATUTORY TO CLIENT IN RELATION THERETO AND HEREBY DISCLAIMS AND ALL LIABILITIES, REPRESENTATIONS AND WARRANTIES RELATING THERETO, INCLUDING THOSE IMPLIED BY STATUTE, LAW OR OTHERWISE. CLIENT HEREBY AGREES TO INDEMNIFY SCIENTIST IN FULL AND ON DEMAND AGAINST ANY AND ALL LOSSES IT MAY SUFFER OR INCUR IN RELATION TO ANY SUCH CLAIM MADE BY CLIENT AGAINST SCIENTIST RELATING THERETO.

9.3

EXCEPT FOR FRAUD, DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE, BREACHES OF CONFIDENTIALITY, THE CLIENT'S OBLIGATIONS TO MAKE PAYMENT, THE CLIENT'S OBLIGATIONS UNDER CLAUSES 6.9 AND 9.2, IN NO EVENT WILL SCIENTIST OR CLIENT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING FROM THIS AGREEMENT, THE PLATFORM, OR THE USE THEREOF.

9.4

EXCEPT FOR FRAUD, DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE AND/OR BREACHES OF CONFIDENTIALITY, NOTWITHSTANDING ANYTHING TO THE CONTRARY STATED IN THIS AGREEMENT, IN NO EVENT WILL SCIENTIST'S AGGREGATE LIABILITY TO CLIENT FOR ANY AND ALL CLAIMS, COSTS, DAMAGES, EXPENSES (INCLUDING REASONABLE PROFESIONAL FEES AND EXPENSES), DEMANDS, FINES, OR OTHER LOSSES OF ANY NATURE WHATSOEVER ("LOSSES") ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE PROVISION OF SERVICES ORDERED THROUGH THE PLATFORM, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE OR ANY OTHER THEORY OF LIABILITY, EXCEED THE LESSER OF (A) (one million US dollars) $1,000,000 OR (B) THE AGGREGATE AMOUNT OF TRANSACTION FEES ACTUALLY COLLECTED BY SCIENTIST FOR THE SERVICES TO WHICH THE LIABILITY RELATES DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE DETERMINATION OF SUCH LIABILITY. TRANSACTION FEE MEANS THE CHARGE MADE TO SUPPLIER BY SCIENTIST FOR SALES FACILITATED THROUGH THE PLATFORM. THE TRANSACTION FEE IS A PERCENTAGE OF THE TOTAL PAYMENT RECEIVED FROM THE CLIENT LESS ANY SERVICE-RELATED SHIPPING CHARGES, APPLICABLE TAXES OR CREDIT CARD TRANSACTION FEES.

9.5

THE PLATFORM IS CONTROLLED AND OPERATED IN THE UNITED STATES AND EUROPE. SCIENTIST DOES NOT REPRESENT THAT THE PLATFORM IS APPROPRIATE OR AVAILABLE FOR USE IN OTHER JURISDICTIONS.

10.

Scientist Reservation of Rights

Scientist retains the right to immediately halt any sale of any Service on the Platform; prevent or restrict access to the Platform; take any other action to restrict access to or availability of any listing; or generally take any action not prohibited by applicable law. Scientist retains the right to display and/or edit in good faith Client reviews of the Services. Scientist shall be entitled to use summary statistics generated through the use of the Platform and other similar "meta" information generated through the use of the Platform, provided that in each case, any Client and Supplier identifying information is removed from such data or information and no Client-specific or Supplier-specific information is disclosed.

11.

Notices; Electronic Communications

Client consents to receive communications from Scientist by email to the email address provided by Client upon registration for the Platform. Email notices are deemed received the business day after transmission if they are sent to such address. Client agrees that all agreements, notices, disclosures and other communications that Scientist provides to Client electronically satisfy any legal requirements that such communications be in writing.

Even if a court were to find that email communication as defined in this paragraph does not constitute a written communication, Client has consented to such delivery and waived its right to seek damages or assert any other claims based on not receiving written communication from Scientist to the extent such communication was provided in accordance with the terms hereof.

12.

General Provisions and Data Protection

The Applicable Law and Dispute Resolution provisions of the Supplier Agreement shall apply to this Agreement.

This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which shall together be deemed to constitute one agreement.

To the extent allowed by law, the English version of this Agreement is binding and other translations are for convenience only.

The Parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the Parties. The provisions of this Agreement are for the sole benefit of the Parties hereto and their successors and permitted assigns and shall not be construed as conferring any rights in any other third parties except as otherwise provided in this Agreement.

Neither Party may assign its rights or obligations under this Agreement without the other Party's prior written consent. Notwithstanding the foregoing, either Party may assign its rights and obligations under this Agreement to an Affiliate as part of a reorganization, or to a purchaser of its business entity or substantially all of its assets or business to which rights and obligations pertain without the other Party's consent, provided that: (a) the purchaser is not insolvent or otherwise unable to pay its debts as they become due; and (b) any assignee is bound hereby. Other than the foregoing, any attempt by either Party to transfer its rights or obligations under this Agreement will be void.

Any notice required or permitted to be given in accordance with this Agreement will be effective only if it is in writing and sent using: (a) by certified or registered mail; or (b) a nationally recognized overnight courier, to the appropriate Party at the address set forth above or notified in writing by one Party to the other; or (c) by email in accordance with clause 11. Notices sent by email to Scientist shall be sent to legal@scientist.com. Each Party hereto expressly consents to service of process by registered mail. Either Party may change its address for receipt of notice by notice to the other Party through a notice provided in accordance with this clause. Notices are deemed given two (2) business days following the date of mailing, or one (1) business day following delivery to a courier, or in accordance with clause 11 where sent by email.

In the event that either Party is prevented from performing, or is unable to perform, any of its obligations under this Agreement due to any cause beyond the reasonable control of the Party invoking this provision (including, without limitation, for causes due to war, fire, earthquake, flood, hurricane, riots, acts of God, telecommunications outage not caused by the obligated Party, internet failure or other similar causes) ("Force Majeure Event"), the affected Party's performance will be excused and the time for performance will be extended for the period of delay or inability to perform due to such occurrence; provided that the affected Party: (a) provides the other Party with prompt notice of the nature and expected duration of the Force Majeure Event; (b) uses commercially reasonable efforts to address and mitigate the cause and effect of such Force Majeure Event; (c) provides periodic notice of relevant developments; and (d) provides prompt notice of the end of such Force Majeure Event. Obligations to pay are excused only to the extent that payments are entirely prevented by the Force Majeure Event.

The Parties agree to:

(a)

comply with all applicable laws, statutes and regulations relating to anti-bribery and anti-corruption;

(b)

not engage in any activity, practice or conduct which would constitute an offence under applicable laws, statutes and regulations relating to anti-bribery and anti-corruption;

(c)

have and shall maintain in place throughout the term of this Agreement its own policies and procedures, including adequate procedures under applicable laws, statutes and regulations relating to anti-bribery and anti-corruption, to ensure compliance with these laws and will enforce them where appropriate;

(d)

promptly report to the other Party any request or demand for any undue financial or other advantage of any kind received in connection with the performance of this Agreement;

(e)

immediately notify the other Party (in writing) if a foreign public official becomes an officer or employee of the Party or acquires a direct or indirect interest in the Party;

(f)

for the purpose of this clause (Anti-Corruption), the meaning of adequate procedures and foreign public official shall be determined in accordance with applicable laws, statutes and regulations relating to anti-bribery and anti-corruption.

Neither Scientist nor Client will be considered to have waived any of its rights or remedies described in this Agreement unless the waiver is in writing and signed by such party. No delay or omission by Scientist or Client in exercising its rights or remedies hereunder will impair or be construed as a waiver. Any single or partial exercise of a right or remedy will not preclude further exercise of any other right or remedy. Scientist's or Client's failure to enforce the strict performance of any provision of this Agreement will not constitute a waiver of right to subsequently enforce such provision or any other provisions of this Agreement.

If any part of this Agreement is found to be illegal, unenforceable, or invalid, the remaining portions of this Agreement will remain in full force and effect and the application of such provision to other persons or circumstances will be interpreted so as reasonably to effect the express intent of the parties hereto. The parties further agree to replace such void or unenforceable provision of this Agreement with a valid and enforceable provision that will achieve, to the extent possible, the economic, business and other purposes of such void or unenforceable provision.

This Agreement, along with the terms of service and Policies, is the final, complete, and exclusive expression of the agreement between the Parties regarding the Platform provided under this Agreement. This Agreement supersedes and replaces, and the Parties disclaim any reliance on, all previous oral and written communications (including any confidentiality agreements pertaining to the Platform under this Agreement), representations, proposals, understandings, undertakings, and negotiations with respect to the subject matter hereof and apply to the exclusion of any other terms that Client seeks to impose or incorporate, or which are implied by trade, custom, practice, or course of dealing.

The provisions of Schedule 1 of this Agreement shall apply in relation to data processing and shall form part of this Agreement.

SCHEDULE 1
DATA PROCESSING

BACKGROUND:

(A)

Scientist.com and its subsidiaries (collectively, "Scientist.com") operate online marketplaces and the Research Concierge service (collectively, the "Platform"). The parties entered into a Marketplace Agreement (as defined below) on the date the Client joined the Platform which establishes terms and conditions by which the Client can use the Platform.

(B)

This addendum ("Addendum") forms part of the Marketplace Agreement between Client and Scientist.com and other written or electronic agreement or terms of use or terms of service between the Client and Scientist.com for the use of online services from Scientist.com (including use of the Platform) (the "Agreement") to reflect the parties' agreement with regard to the Processing of Service Data and Account Data, including Personal Data, in accordance with the requirements of Data Protection Laws.

(C)

This Addendum solely relates to the Account Data and Service Data, which Scientist.com may Process for the purposes of the Agreement, which are anticipated to be business to business contact details only. Any Personal Data being shared directly between the Client and the Supplier is outside the scope of the Agreement and additional terms should be agreed between the Client and Supplier relating thereto (including in respect of any sharing of Personal Data to a Restricted Country and the sharing of Service Data, including where such Service Data is provided to Supplier by Scientist.com in accordance with this Agreement). It is strictly prohibited for the Client and/or the Supplier to upload or share any sensitive/ special categories of Personal Data onto/ through the Platform.

IT IS AGREED:

1.

DEFINITIONS AND INTERPRETATION

1.1

The parties agree to amend the Agreement by inserting (or to the extent included, replacing) the definitions set out above and below:

"Account Data"

means together the Client Account Data and the Scientist.com Account Data;

"Affiliate"

means with respect to a party, any person, corporation or other entity that controls, is controlled by, or is under common control with either party. For the purposes of this definition only, "control" means; (i) to possess directly or indirectly, the power to direct the management or policies of such person, corporation or other entity, whether through ownership of voting securities or by contract relating to voting rights or corporate governance, or (ii) to own directly or indirectly 50% or more of the outstanding voting securities or other ownership interests of such person, corporation, or other entity, (iii) in the case of a partnership, control of the general partner;

"Client Account Data"

means the Personal Data of the Client's Employees Processed by Scientist.com under, or in connection with, the Agreement, to establish and maintain an account on the Platform and otherwise as provided for in clause 3.2 (and as may be more particularly described in the Data Protection Particulars);

"Data Controller"

has the meaning given to it in the Data Protection Laws;

"Data Processor"

has the meaning given to it in the Data Protection Laws;

"Data Protection Impact Assessment"

means an assessment of the impact of the envisaged Processing operations on the protection of Personal Data, as required by Article 35 of the GDPR;

"Data Protection Laws"

(a) any law, statute, declaration, decree, directive, legislative enactment, order, ordinance, regulation, rule or other binding restriction (as amended, consolidated or re-enacted from time to time) which relates to the protection of individuals with regards to the Processing of Personal Data in the United Kingdom, European Union, EEA or Switzerland, the GDPR (on and from 25 May 2018) any national laws implementing the GDPR or setting out local derogations or additions; and (b) any code of practice or guidance published by the ICO or other applicable Regulator or the European Data Protection Board from time to time;

"Data Protection Particulars"

in relation to any Processing under the Agreement: (a) the subject matter and duration of the Processing; (b) the nature and purpose of the Processing; (c) the type of Personal Data being Processed; and (d) the categories of Data Subjects (as set out in Schedule 1);

"Data Subject Request"

an actual or purported subject access request or notice or complaint from (or on behalf of) a Data Subject exercising his/her rights under the Data Protection Laws;

"Data Subject"

has the meaning given to it in the Data Protection Laws;

"EEA"

means the European Economic Area;

"Employees"

means all staff, including directors, officers and employees, as well as the agents and workers (including self-employed contractors) of either party together with the directors, officers and employees of such party's sub-contractors or suppliers and further down any contractual chain, and "Employee" shall mean any one of them individually as the context dictates;

"GDPR"

means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the Processing of Personal Data and repealing Directive 95/46/EC (General Data Protection Regulation) OJ L 119/1, 4.5.2016;

"ICO"

means the UK Information Commissioner's Office, or any successor or replacement body from time to time;

"Losses"

means losses, liabilities, damages, compensation, awards, payments made under settlement arrangements, claims, proceedings, reasonable costs and other expenses including fines, interest and penalties, whether arising in contract, tort (including negligence), breach of statutory duty or otherwise, legal and other professional fees and expenses;

"Marketplace Agreement"

means the agreement entered into between Scientist.com and the Client, which establishes terms and conditions by which the Client can use the Platform and purchase a service or product through one of Scientist.com's research marketplaces from a Supplier;

"Personal Data Breach"

has the meaning set out in the GDPR and, for the avoidance of doubt, includes a breach of clause 6.1.4;

"Personal Data"

has the meaning set out in the Data Protection Laws and for the purposes of the Agreement, includes Sensitive Personal Data;

"Policies"

means collectively the Platform's Privacy Policy and other Scientist.com policies from time to time (including in relation to Personal Data obtained by Scientist.com from or about individuals located in the European Economic Area and/or Switzerland) and Scientist.com's European Privacy Policy;

"Process", "Processed" and "Processing"

has the meaning given to it in the Data Protection Laws;

"Regulator Correspondence"

means any correspondence from the Regulator in relation to the Processing of the Service Data;

"Regulator"

means any local, national or multinational agency, department, official, parliament, public or statutory person or any government or professional body, regulatory or supervisory authority, board or other body responsible for administering Data Protection Laws, including (where applicable) in the UK, the ICO;

"Restricted Country"

means a country, territory or jurisdiction which is not covered by an adequacy determination by a competent authority with jurisdiction over the party who wishes to export the data outside of the EEA and/or the UK (in the case of the latter on and from the date on which the UK formally exits the European Union, in such circumstances whereby the UK is not a member of the EEA);

"Scientist.com Account Data"

means the Personal Data of Scientist.com's Employees Processed by the Client under, or in connection with, the Agreement, to administer the Client's account on the Platform and otherwise as provided for in clause 3.2 (and as may be more particularly described in the Data Protection Particulars);

"Sensitive Personal Data"

has the meaning set out in the Data Protection Laws and from 25 May 2018, shall mean the special categories of Personal Data, as described in Article 9 of the GDPR;

"Service Data"

means the Personal Data Processed by Scientist.com where Client Account Data and/or other Personal Data (excluding always Sensitive Personal Data) provided to Scientist by Client is exchanged on the Platform between the Client and a Supplier (as may be more particularly described in the Data Protection Particulars);

"SOW"

has the meaning set forth in the Supplier Agreement

"Supplier Agreement"

means the agreement between Scientist.com and Supplier for the Supplier to provide relevant Supplier goods and/or services to Clients and under which Clients have rights as third party beneficiaries;

"Supplier"

those that register to use the Platform and who may enter into contracts to provide goods and services to the Client via the Platform;

"Third Party Request"

means a request from any third party for disclosure of Service Data where compliance with such request is required or purported to be required by Applicable Law.

1.2

Unless otherwise provided:

1.2.1

a reference to a defined term which is not defined in this Addendum, shall have the meaning given to it in the Agreement; and

1.2.2

unless otherwise provided the words and expressions defined in, and the rules of interpretation of, the Agreement shall have the same meaning in this Addendum.

2.

GENERAL

2.1

This Addendum comprises a variation to and is supplemental to the Agreement.

2.2

It is acknowledged and agreed by the parties that the Agreement relates to the provision of the Platform and the ability for the Client to procure goods/services from Suppliers. The arrangement is a business to business transaction and the Personal Data shared between the parties is of a basic level limited to contact details pertaining to the Account Data and Service Data. Only Account Data and Service Data may be shared by the Client with Scientist.com and the Client shall ensure no further Personal Data is provided to Scientist.com or to a Supplier via the Platform.

2.3

Subject to Clause 2.2 and in the context of such Personal Data it is recognized that the Data Protection Laws require appropriate contractual provisions to be agreed and put in place by the parties in relation to such sharing and Processing of Personal Data.

2.4

This Addendum solely relates to the sharing and/or Processing of Personal Data under or in connection with the Agreement, as between Scientist.com and the Client. To the extent the Client and the Supplier share and/or Process Personal Data directly between them (including where Scientist.com provides Service Data to Suppliers in accordance with this Agreement), the Client acknowledges and agrees that it shall agree separate terms in respect of such data sharing/ processing arrangement directly with the Supplier and Scientist.com shall have no liability in respect of such data sharing/ processing arrangement, including without limitation, the acts or omissions of the Supplier.

2.5

This Addendum applies where and to the extent that:

2.5.1

the Client is a Controller or Processor established in the EEA and/or Switzerland and the Personal Data to be shared and transferred to Scientist.com under and in accordance with this Agreement is Personal Data processed in the context of such establishment; or

2.5.2

the data subject in relation to whom the Client shares their Personal Data are data subjects located in the EEA and/or Switzerland and Scientist.com processed such Personal Data for the purpose of such data subjects using the facilities available on the Platform in the EEA and/or Switzerland; or

2.5.3

otherwise either party is subject to the Data Protection Laws in relation to the Processing of Personal Data for the purposes of the performance of its obligations under the Agreement or otherwise for the delivery of the Platform as contemplated and set out in the Agreement.

2.6

This Addendum sets out the mandatory legal requirements as contained in the Data Protection Laws to enable the transfer and sharing of the Personal Data between the Client and Scientist.com and includes without limitation, the mandatory requirements which apply in relation to the appointment of a data processor as set out in Article 28 of the GDPR, and for the purpose of this Agreement that permit the transfer of data to Scientist.com in the United States of America in compliance with the Data Protection Laws.

2.7

Save as amended by this Addendum all other provisions of the Agreement remain unaltered and shall continue in full force and effect. With effect from the date of this Addendum the Agreement and this Addendum shall each be read and construed as one document and, unless the context otherwise requires, references in the Agreement to "this Agreement" and references in this Addendum to "the Agreement" shall be references to the Agreement as amended by this Addendum.

2.8

In accordance with the terms and conditions set out in the Agreement, and in consideration of the variation of the respective obligations of the parties, the parties agree to vary the terms of the Agreement as follows:

2.8.1

to the extent such terms deal with the Processing of Service Data, Account Data and/or Personal Data the parties agree to amend the Agreement by replacing such terms with the following provisions as set out in this Addendum; or

2.8.2

to the extent such terms do not deal with the Processing of Service Data, Account Data and/or Personal Data but such data is shared between the parties for the purposes set out in this Addendum, the parties agree to amend the Agreement by inserting the following provisions as set out in this Addendum.

2.9

In the event of any conflict between the Platform's European Privacy Policy, the Platform's Global Privacy Policy and the Agreement the order of precedence shall be as follows:

2.9.1

the European Privacy Policy;

2.9.2

the Platform's Global Privacy Policy; and

2.9.3

the Agreement.

2.10

Scientist.com may modify or update its Policies from time to time. Scientist will update the "last updated" date at the top of the Policies upon modifying such Policies. Scientist will endeavour to provide reasonable notice of such changes by posting notice on the Platform and/or by direct notice to Client. The Client is responsible for reviewing the notice and the applicable changes. Notwithstanding the foregoing, the Client's continued use of the Platform following posting of any changes will constitute the Clients acceptance of such changes or modifications. If the Client does not agree to any of the modified terms or any future terms, the Client should refrain form using or accessing the Platform. For the avoidance of doubt, particular SOW's shall be governed by the terms in existence at the time such SOW became effective.

2.11

The Supplier Agreements that shall apply to SOW's for which requests are made via the Platform are available at https://app.scientist.com/legal_documents.

3.

ARRANGEMENT BETWEEN THE PARTIES

3.1

The parties acknowledge that the factual arrangement between them dictates the classification of each party in respect of the Data Protection Laws. Notwithstanding the foregoing, the parties anticipate that during the term of the Agreement:

3.1.1

the Client shall be the Data Controller of the (i) Service Data (ii) Client Account Data for its own internal business purposes and (ii) where it is Processed by it in accordance with Clause 3.2 Scientist.com Account Data;

3.1.2

Scientist.com shall be the Data Controller of the (i) Scientist.com Account Data for its own internal business purposes and (ii) where it is Processed by it in accordance with Clause 3.2 Client Account Data; and

3.1.3

Scientist.com shall be the Data Processor in relation to its Processing of the Service Data which have been made available to Scientist.com by the Client (whether directly or indirectly) for the purpose of the Supplier providing its goods and/or services to the Client.

3.2

Each party shall Process the other party's Account Data (in its capacity as a Data Controller) in order to:

3.2.1

in the case of Scientist.com to establish, maintain and administer the Client's account on the Platform and to provide and market the Platform to the Client, including names, email addresses or contact details and any other Personal Data provided in order to complete the client registration process or provided in relation to Scientist.com marketing initiatives and to raise invoices and seek payment otherwise administer the Agreement; and

3.2.2

in the case of the Client, to contact Scientist.com's representatives to receive the benefit of the Platform and the services available under the Agreement and to administer its relationship with Scientist.com in accordance with the Agreement.

3.3

Each party shall Process the other party's Account Data for the purposes set out in Clause 3.2 in accordance with that party's relevant privacy policy. Each party may be required to share the other party's Account Data referred to in Clause 3.2 with its affiliates and other relevant parties, within or outside the country of origin, in order to carry out the activities specified in Clause 3.2, but in doing so, each party will ensure that the sharing and use of the Account Data complies with the applicable Data Protection Laws.

3.4

Scientist.com shall Process the Service Data (in its capacity as a Data Processor) in order to facilitate the relationship between the Client and the Supplier, to enable the Client and the Supplier to receive the benefit of the Platform and the services available.

3.5

Each of the parties acknowledges and agrees that Schedule 1 is an accurate description of the Data Protection Particulars.

3.6

Each party agrees that in performing its obligations under the Agreement, it shall comply with the obligations imposed upon it under the Data Protection Laws (including in the case of the Client, when uploading, sharing and receiving data via the Platform with a Supplier).

4.

DATA SHARING OBLIGATIONS

4.1

Where acting as a Data Controller:

4.1.1

for the purposes of the Account Data, each party shall ensure that all fair processing notices have been given (and/or, as applicable, consents obtained) and are sufficient in scope to allow the other party to share its applicable Employees Personal Data with the other party and any relevant Supplier (each of whom may be in a Restricted Country). Each party shall make available to the other a copy of their applicable privacy policy (of which Scientist.com's can be located at www.scientist.com/legal) and the receiving party shall ensure that this policy is provided to the applicable Employees whose Personal Data has been shared with the other party for the purposes set out in the Agreement;

4.1.2

for the purposes of the Service Data, the Client shall ensure that all fair processing notices have been given (and/or, as applicable, consents obtained) and are sufficient in scope to allow the Client to (a) upload the Service Data to the Platform; (b) upload and share the Service Data to a Restricted Country; and (c) disclose the Service Data to Scientist.com in accordance with the Data Protection Laws and for the purposes set out in the Agreement (including permitting the disclosure of the Service Data to the relevant Supplier).

4.2

Each party warrants, represents and undertakes that it is not subject to any prohibition or restriction which would prevent or restrict it from disclosing or transferring either Account Data or Service Data (as applicable) to the other party in accordance with the terms of the Agreement.

5.

CLIENT OBLIGATIONS

5.1

The Client warrants, represents and undertakes to Scientist.com that it will not put any Sensitive Personal Data on the Platform, or include such Sensitive Personal Data within any attachments submitted on the Platform. The Client instructs Scientist.com to remove any such Sensitive Personal Data that the Client does place on or send via the Platform that it becomes aware of, although Scientist.com does not have any obligation to the Client to check for this or to do so.

6.

DATA PROCESSOR OBLIGATIONS

6.1

To the extent that Scientist.com is acting as a Data Processor in relation to the Processing that it is carrying out arising out of, or in connection with, the performance of its obligations under the Agreement, it shall:

6.1.1

Process Service Data for and on behalf of the Client for the purposes of performing its obligations under the Agreement, and only in accordance with the terms of the Agreement and any instructions from the Client. For the avoidance of doubt, the Client's instructions are deemed to include an instruction to provide relevant Service Data to the Supplier. If Scientist.com is required by applicable law to act other than in accordance with the instructions of the Client, Scientist.com shall (to the extent permitted by applicable law) as soon as possible notify the Client;

6.1.2

not otherwise modify, amend or alter the contents of the Service Data unless specifically authorized to do so in writing by the Client;

6.1.3

notify the Client as soon as practicable if it considers, in its opinion (acting reasonably), that any of the Client's instructions under clause 6.1.1 infringes any of the Data Protection Laws;

6.1.4

ensure that appropriate operational and technical measures are in place to safeguard against any unauthorized or unlawful Processing of the Service Data and against accidental loss or destruction of, or damage to, Service Data and where requested provide to the Client evidence of its compliance with such requirement;

6.1.5

take all reasonable steps to ensure the reliability and integrity of any of its staff who shall have access to the Service Data and ensure that each member of its staff shall have entered into appropriate contractually-binding confidentiality undertakings;

6.1.6

provided at all times that this Clause 6.1.6 is limited to the Account Data and Service Data of the Client and its marketplace, allow its data processing facilities, procedures and documentation to be submitted for scrutiny, inspection or audit by the Client (and/or its representatives, including its appointed auditors) in order to ascertain compliance with the terms of the Agreement and provide reasonable information, assistance and co-operation to the Client, including access to relevant staff and/or, on the request of the Client provide the Client with written evidence of its compliance with the requirements of the Agreement. Under no circumstances shall any obligation under this Clause 6.1.6 permit the Client (and/or its representatives, including appointed auditors) to audit or be entitled to information in respect of any third party (including third party marketplaces, suppliers or other clients) (as determined by Scientist.com acting in its sole discretion);

6.1.7

subject to Clauses 6.1.1 and 6.5 not disclose Service Data to a third party (including a sub-contractor) in any circumstances without the Client's prior written consent (not to be unreasonably withheld or delayed). For the avoidance of doubt, by selecting to use the Platform (including without limitation the research concierge service), the Client will be deemed to be consenting to the disclosure of Service Data to such Supplier;

6.1.8

subject to Clause 6.2 not Process or otherwise transfer any Service Data to a Restricted Country except with the prior written consent of the Client (acting reasonably and in good faith.) For the avoidance of doubt, by selecting to use the Platform (including without limitation the research concierge service) the Client will be deemed to be consenting to the disclosure of Service Data to such Supplier in such Restricted Country and shall have obtained the necessary consent from the applicable data subject to pass their data to Scientist.com and the applicable Supplier in a Restricted Country;

6.1.9

notify the Client promptly following its receipt of any Data Subject Request or Regulator Correspondence or Third Party Request, and shall:

(a)

not disclose any Service Data in response to any Data Subject Request or Regulator Correspondence or Third Party Request without the Client's prior written consent; and

(b)

provide the Client promptly at the Client's cost with all reasonable co-operation and assistance required by Scientist.com in relation to any such Data Subject Request or Regulator Correspondence or Third Party Request;

6.1.10

notify the Client promptly upon becoming aware of any Personal Data Breach, and:

(a)

implement any measures necessary to restore the security of compromised Service Data; and

(b)

assist the Client to make any notifications to the Regulator and affected Data Subjects;

6.1.11

except to the extent required by applicable law and/or as required for Scientist.com to perform its surviving obligations and/or for its own internal record keeping and audit purposes, on termination or expiry of the Agreement and/or all SOW's thereunder (as applicable) or otherwise where requested by the Client, cease Processing all Service Data and return and/or permanently and securely destroy (as directed in writing by the Client) all Service Data and all copies in its possession or control; and

6.1.12

use reasonable endeavours in accordance with good industry practice to assist the Client to comply with the obligations imposed on the Client by the Data Protection Laws, including:

(a)

obligations relating to ensuring the security and integrity of the Service Data;

(b)

obligations relating to notifications and communication of Personal Data Breaches required by the Data Protection Laws to the Regulator and/or any relevant Data Subjects; and

(c)

undertaking any Data Protection Impact Assessments that are required by the Data Protection Laws (and, where required by the Data Protection Laws, consulting with the Regulator in respect of any such Data Protection Impact Assessments).

6.2

The Client agrees that (a) in continuing to provide Account Data to Scientist.com and (b) by selecting to engage with a Supplier in a Restricted Country, the Client shall have obtained the consent of the applicable data subjects whose data is shared with Scientist.com or any Supplier and the Client's provision of such Personal Data will be deemed to be consenting to the disclosure of Account Data and Service Data (respectively) to a Restricted Country.

6.3

Transfers of Service Data and Account Data shared with a Supplier located outside the EEA for the purpose of responding to and delivering a Client's request for services placed on the Platform by the Client, shall be subject to the terms of the Supplier Agreement and any other terms put in place between the Client and the Supplier. Expressly Scientist.com shall have no liability for the Processing of such Service Data and Account Data by the Supplier and Client.

6.4

The Client expressly agrees that Scientist.com may transfer:

6.4.1

Service Data and Account Data to third-party sub-processors for the purpose of providing technical, operational and administrative support related to the Platform, and will ensure that any onward transfers to sub-processors by such third parties are made in conformity with (a) the terms of this Addendum and (b) Scientist.com's commitments under Data Protection Laws;

6.4.2

Service Data and Account Data to Suppliers for the purpose of responding to and delivering a Client's request for Services placed on the Platform by the Client. The Client acknowledges that the Processing of such Service Data and Account Data by the Supplier is subject to the terms of the Supplier Agreement and any other terms put in place between the Client and the Supplier. Expressly Scientist.com shall have no liability for the Processing of such Service Data and Account Data by the Supplier.

6.5

Each party shall (at the Client's cost) use its reasonable endeavours to assist the other party to comply with any obligations under the Data Protection Laws and shall not perform its obligations under the Agreement in such a way as to cause the other party to breach any of its obligations under the Data Protection Laws to the extent that such party is aware, or ought reasonably to have been aware, that the same would be a breach of such obligations.

6.6

Except as otherwise provided, the Agreement does not transfer ownership of, or create any licences (implied or otherwise), in any intellectual property rights in any Personal Data.

7.

INDEMNITY AND LIABILITY

7.1

Notwithstanding any other term of the Agreement each party shall indemnify (the "Indemnifying Party") and keep indemnified and hold harmless the other (the "Indemnified Party") from and against all Losses suffered or incurred by the Indemnified Party arising out of or in connection with claims and proceedings arising from any breach of the Indemnifying Party's obligations under this Addendum. The limitations of liability set out in the Agreement shall not apply in respect of this indemnity and shall instead be subject to Clauses 7.2 to 7.8.

7.2

Subject to Clauses 7.8,

7.2.1

the liability of the Client under the indemnity set out at Clause 7.1 in relation to all Losses incurred by Scientist.com as a result of a breach of the Client of Clause 5.1 shall be unlimited;

7.2.2

otherwise each party's total liability under this Addendum (including (without limitation) in respect of (I) the indemnity set out at Clause 7.1 and (ii) the payment of compensation under Clause 7.9) shall not exceed the sum of £1,000,000;.

7.3

Subject to Clause 7.8, to the maximum extent permitted by law Scientist.com shall have no liability of any nature whatsoever regardless of the cause of action, including breach of contract, breach of warranty, strictly liability or negligence to the Client, Supplier and/or any other third party in relation to (a) Sensitive Personal Data placed on or shared via the Platform by the Client or Supplier, or (b) for any acts or omissions of the Client and/or Supplier in relation to any information placed on or received or shared via the Platform by the Client and/or Supplier (including Personal Data and Sensitive Data and including Service Data provided by Scientist to Supplier in accordance with this Agreement and service data of Supplier provided to Client by Scientist.com via the Platform).

7.4

Subject to Clause 7.8, to the maximum extent permitted by law Scientist.com shall have no liability of any nature whatsoever regardless of the cause of action, including breach of contract, breach of warranty, strictly liability or negligence to the Client or any third party:

7.4.1

for any breach of the Agreement, where:

(a)

such breach is attributable (in whole or part) to an act or omission of the Supplier;

(b)

such breach (in whole or part) is attributable to an act or omission of the Client; or

(c)

such breach arises due to the action of any third party;

7.4.2

for any breach of the Supplier Agreement by the Supplier or any third party.

7.5

Subject to Clause 7.8, neither party shall be liable for consequential, indirect or special losses.

7.6

Subject to Clause 7.8, neither party shall be liable for any of the following (whether direct or indirect):

7.6.1

loss of profit;

7.6.2

loss of use;

7.6.3

loss of production;

7.6.4

loss of contract;

7.6.5

loss of opportunity;

7.6.6

loss of savings, discount or rebate (whether actual or anticipated); or

7.6.7

harm to reputation or loss of goodwill.

7.7

Except as expressly stated in this Addendum, and subject to Clause 7.8, all warranties and conditions whether express or implied by statute, common law or otherwise are excluded to the extent permitted by law.

7.8

Notwithstanding any other provision of this Agreement, the liability of the parties shall not be limited in any way in respect of the following:

7.8.1

death or personal injury caused by negligence;

7.8.2

fraud or fraudulent misrepresentation; or

7.8.3

any other losses which cannot be excluded or limited by applicable law.

Data Subject and third party compensation
7.9

To the extent that either party (the "Payor") has an entitlement under Data Protection Laws to claim from the other party compensation paid by the Payor to a Data Subject or third party as a result of a breach of Data Protection Laws (in full or in part) by the other party, the other party shall be liable only for such amount as directly relates to such other party's responsibility for any damage caused to the relevant Data Subject or third party. For the avoidance of doubt the Payor shall only be liable to make payment to the other party under this Clause 7.9 upon receipt of evidence from the Payor, which shall be to the other party's reasonable satisfaction and that clearly demonstrates:

7.9.1

that the other party has breached Data Protection Laws;

7.9.2

that such breach contributed (in part or in full) to the harm caused entitling the relevant Data Subject or third party to receive compensation in accordance with Data Protection Laws; and

7.9.3

the proportion of responsibility for the harm caused to the relevant Data Subject or third party which is attributable to the other party.

Mitigation and Conduct of claims
7.10

7.10 In respect of any indemnity given by either party (the "Indemnifying Party" under this Addendum, the party which receives the benefit of the indemnity (the "Indemnified Party") shall take all reasonable steps so as to reduce or mitigate the loss covered by the indemnity.

7.11

7.11 The obligations on the Indemnifying Party under this Addendum shall be conditioned upon: (i) the Indemnified Party providing the Indemnifying Party with prompt (but no less than thirty (30) days) written notice of the existence of any claim covered by the indemnity provided however that any delay by an Indemnified Party in giving such notice shall not relieve the Indemnifying Party of its obligations under this Addendum except to the extent that such delay materially impairs or causes prejudice to the Indemnifying party; and (ii) the Indemnified Party cooperating as reasonably requested with the Indemnifying Party, at the sole cost and expense of the Indemnifying Party, in the defense of any claim. The Indemnified Party shall not accept any settlement which imposes liability not covered by the indemnities under this Addendum or place restrictions on the Indemnifying Party without the prior written consent of the Indemnifying Party. Nothing in this Clause shall limit or prohibit a party from dealing with any claim or proceeding issued by a Regulator and the parties agree that each party shall have the right to defend and deal with any Regulator claims directly, but shall take into account, acting reasonably the requests of the Indemnifying Party.

7.12

Each party shall take all reasonable steps so as to reduce or mitigate any compensation due to a Data Subject or third party, arising from a breach of this Addendum.

8.

GOVERNING LAW AND EXECUTION

8.1

This Addendum may be executed in one or more counterparts, each of which shall be deemed an original for all purposes. An electronic signature shall be deemed to be the equivalent of an original for all purposes.

8.2

The validity and interpretation of this Addendum shall be:

8.2.1

for the purpose of Processing Personal Data shall mean the Data Protection Laws applicable to the Controller being:

(a)

in the case of Scientist.com the laws of the State of Delaware, USA and the federal and state courts of the State of Delaware, USA shall be the exclusive venue for the resolution of any disputes relating hereto;

(b)

in the case of the Client the laws of the EEA Member State in which the Controller is established;

8.2.2

for all other purposes, governed by the laws of the State of Delaware, USA and the federal and state courts of the State of Delaware, USA, shall be the exclusive venue for the resolution of any disputes relating hereto.

APPENDIX 1
DATA PROTECTION PARTICULARS

The subject matter and duration of the Processing

For the duration of the Marketplace Agreement and any SOW's entered into and for the period thereafter as required for Scientist. com to perform its surviving obligations under the marketplace Agreement and/or Supplier Agreement and for the duration of the statutory contractual claim period thereafter and for the length of time required for Scientist.com's lawful record keeping and internal audit purposes, (whichever is the longer).

The nature and purpose of the Processing

Client Account Data: for administration of the Agreement

Service Data: to facilitate the introduction of Clients and Suppliers and interaction of Client and Suppliers through the Platform

The type of Personal Data being Processed

Client Account Data: name, email address, phone number and/or contact information

Service Data: name, contact information

The categories of Data Subjects

Individual traders, company representatives

SCHEDULE 2
PRE-SOW MUTUAL NON-DISCLOSURE AGREEMENT BETWEEN CLIENT AND SUPPLIER

Preamble:

THIS PRE-SOW MUTUAL NON-DISCLOSURE AGREEMENT ("Agreement") is made effective between Client and Supplier as set forth below for the purpose of assuring the protection and preservation of the confidential and/or proprietary nature of information to be made available pre-SOW by or on behalf of each Party to the other in connection with discussions or negotiations regarding a Request for Proposal and considering and discussing whether the Parties wish to enter into an SOW in relation thereto and the terms and content of such SOW (a "Business Relationship"). Intending to be legally bound and in consideration of the mutual promises set forth herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged and agreed by Parties, the Parties hereby agree as follows:

Capitalized terms in this Agreement have the same meanings set forth in the Supplier Agreement (defined below) unless specified otherwise or the context requires otherwise.

Unless notified to the Supplier via the Platform, for each Request for Proposal that exists on 1 November 2020 and for which no associated SOW has been issued before that date ("Live Requests"), and for all new Requests for Proposal that are submitted to a Supplier on and from that date ("New Requests"), the Client legal entity to which such Request for Proposal relates (the "Client") automatically enters into this Agreement directly with the Supplier legal entity to which such request is submitted ("Supplier"). The Client shall enter into this Agreement with relevant Supplier by the following actions: i) in relation to each Live Request, by continuing the associated Request for Proposal where such Request for Proposal is not terminated by 1 November, 2020; and ii) in relation to each New Request, by using the Platform to submit such request on and from 1 November 2020.

The Supplier automatically enters into this Agreement directly with the relevant Client: i) for each Live Request by continuing the associated Request for Proposal where such Request for Proposal is not terminated by 1 November 2020; and ii) for each New Request submitted to the Supplier on and from that date, by using the Platform to be able to receive such request on and form that date.

Client and Supplier are referred to herein as the "Parties" and individually Client and Supplier are each a "Party."

The Parties expressly agree that this Agreement is validly entered into and becomes binding upon them both as set forth above. Notwithstanding any other provision of this Agreement, even if a Court were to find that the method of entering into this Agreement is not valid to create a directly binding agreement between the Parties on the terms set forth herein, both Parties have consented to entering into this Agreement in the manner set forth above and have waived their respective rights to claim otherwise. This paragraph shall not however apply where the Client in question is any member of the NIH. "NIH" means the USA National Institutes of Health.

"Supplier Agreement" means the relevant service specific supplier agreement between The Assay Depot Inc., ("Scientist.com") and Supplier, the terms of which will be incorporated into any SOW resulting from the Request for Proposal in question.

1.

Confidential Information.

(i)

"Confidential Information" means Client Confidential Information and/or Supplier Confidential Information (as the context requires).

(ii)

"Client Confidential Information" means all data and information disclosed pre-SOW to the Supplier or its Representatives by or on behalf of the Client relating to the Request for Proposal in question (no matter in which form, including without limitation via Platform messages, teleconferences, phone calls, face-to-face meetings and emails, regardless of whether or not an SOW is created in relation to the Request for Proposal in question), including Client Materials, Client Property, the actual Request for Proposal and the fact it has been issued and is being discussed between Client and Supplier.

(iii)

"Supplier Confidential Information" means: i) pricing information; and ii) other information marked by Supplier as being confidential; in each case disclosed pre-SOW to the Client or its Representatives by or on behalf of the Supplier relating to the Request for Proposal in question.

(iv)

"Representatives" means the Affiliates of a Party, along with that Party's and its Affiliates respective officers, directors, employees, contractors, consultants or agents.

2.

Exceptions.

Confidential Information of a disclosing Party ("Disclosing Party") shall not include information that the other Party (the "Receiving Party") can demonstrate by competent proof: (a) is now, or hereafter becomes, through no breach of this Agreement by the Receiving Party or its Representatives, publicly known or available; (b) is known by the Receiving Party or its Representatives at the time of receiving such information from the Disclosing Party or its Representatives without obligation of confidentiality and/or non use and from a third Party freely entitled to disclose the same, as evidenced by its pre existing written records; (c) is hereafter furnished to the Receiving Party by a third party, as a matter of right and without restriction on disclosure; or (d) is hereafter independently developed by the Receiving Party or its Representatives without reference to, use of or reliance upon Confidential Information of the Disclosing Party and without any breach of this Agreement, as evidenced by contemporaneous written records of Receiving Party or its Representatives. No combination of elements within the Confidential Information shall be deemed to be part of the above exceptions merely because the individual elements of such combination are part of such exceptions, unless the entire combination itself, or the entire principle of use or operation of such combination (if any), is within such exceptions. In addition, no element within the Confidential Information shall be deemed to be a part of the above exceptions merely because it is embraced by more general information or data that is part of above exceptions.

3.

Non-Disclosure and Non-Use Obligations.

The Receiving Party shall maintain all Confidential Information of the Disclosing Party in trust and confidence using the same methods of protection and care it uses to protect its own confidential information of a similar nature and which in any event, shall never be less than a reasonable degree of care or methods and shall not disclose any Confidential Information to any third party save as specifically authorized by this Agreement. The Receiving Party may use Confidential Information solely to: 1) consider the Request for Proposal and/or responses thereto (as applicable); 2) evaluate the Receiving Party's interest in pursuing a Business Relationship with the Disclosing Party; 3) discussing the Request for Proposal and responses with the Disclosing Party and/or preparing or negotiating the SOW relating to the Request for Proposal with the Disclosing Party (the "Authorized Purpose"), and for no other purpose. The Receiving Party shall not use Confidential Information for any purpose or in any manner that would constitute a violation of any applicable laws or regulations. The Receiving Party shall only permit access to Confidential Information to those of the Receiving Party's Representatives who (a) have a need to know such information for the Authorized Purpose, (b) have been advised by the Receiving Party of the Receiving Party's obligations under this Agreement, and (c) are contractually or legally bound by obligations of non disclosure and non use at least as stringent as those contained herein. The failure of any Representative of the Receiving Party to comply with the terms and conditions of this Agreement shall be considered a breach of this Agreement by the Receiving Party. The Receiving Party shall promptly notify the Disclosing Party in the event of any loss, unauthorized disclosure or unauthorized use of, or any inability to account for, any Confidential Information of the Disclosing Party.

4.

Authorized Disclosure.

Notwithstanding the provisions of Section 3, the Receiving Party may disclose Confidential Information, without violating its obligations under this Agreement, to the extent the disclosure is required by a valid order of a court or other governmental body of competent jurisdiction or is otherwise required by law or regulation, provided that, to the extent allowable under applicable laws and regulations, the Receiving Party shall give reasonable prior written notice to the Disclosing Party of such required disclosure and, to the extent allowable under applicable laws and regulations, at the Disclosing Party's request and expense, shall cooperate with the Disclosing Party's efforts to contest such requirement, to obtain a protective order requiring that the Confidential Information so disclosed be used only for the purposes for which the order was issued or the law or regulation required, and/or to obtain other confidential treatment of such Confidential Information. Any Confidential Information disclosed under this Section 4 remains confidential unless and until it falls under one of the exceptions specified in Section 2 as (a) through (d). Further, where the Receiving Party is obliged by law or regulation to disclose Confidential Information of the Disclosing Party, it shall do so only to the extent to which it is obliged.

5.

Copies.

Confidential Information shall not be reproduced by the Receiving Party or its Representatives in any form except as required to accomplish the Authorized Purpose. Confidential Information (including all copies thereof) shall be and remain the Confidential Information of the Disclosing Party, the property of the Disclosing Party and shall contain any and all confidential or proprietary notices or legends which appear on the original. Upon the Disclosing Party's request, the Receiving Party shall return to the Disclosing Party or destroy (and certify in writing the destruction of, if the Disclosing Party requests) all Confidential Information (including all copies, records and other embodiments thereof, in any medium) in the Receiving Party's possession; provided, however, that the Receiving Party may retain a single copy of the Confidential Information for the sole purpose of monitoring compliance with its continuing obligations hereunder. Further, Receiving Party is under no obligation to destroy or return: i) Confidential Information electronically exchanged via and stored on the Platform; ii) copies of Confidential information which must be retained by Receiving Party according to the provisions of mandatory applicable law; and iii) copies of Confidential Information electronically exchanged and made as a matter of routine information technology back up to the same extent and in the same manner as other electronic information received by the Receiving Party. The obligations of confidentiality and non-use set forth in this Agreement shall however continue to apply to such retained copies notwithstanding termination or expiry of this Agreement.

6.

No other obligation; No License.

This Agreement shall not be construed, by implication or otherwise, as an obligation to enter into any further agreement or SOW relating to the Confidential Information or as the grant of a license or other ownership rights other than to use the Confidential Information for the Authorized Purpose as set forth in this Agreement. Confidential Information disclosed pursuant to this Agreement, as well as any right which could result from such Confidential information, remains the exclusive property of the Disclosing Party.

7.

No Representation or Warranty.

The Confidential Information is provided "as is." The Disclosing Party makes no representations or warranties either express or implied with respect to the Confidential Information and specifically disclaims any implied warranty of non-infringement or merchantability, satisfactory quality or fitness for purpose. Neither the Disclosing Party nor any of the Disclosing Party's Representatives shall have any liability to the Receiving Party or any of the Receiving Party's Representatives resulting from the Receiving Party's or its Representatives' receipt or use of Confidential Information.

8.

Term.

This Agreement applies to all disclosures made for the Authorized Purpose and will become effective and binding upon the Parties as set forth above. Where the Client is not a member of the NIH, the provisions of the Preamble, Sections 1, 2, 3, 4 and 5 shall survive for seven (7) years after the date of disclosure of the respective Confidential Information, and Sections 6 – 18 (inclusive) of this Agreement, including the Parties' respective rights and obligations thereunder, shall survive indefinitely. Where the Client is a member of the NIH, the provisions of the Preamble, Sections 1, 2, 3, 4 and 5 shall survive for five (5) years after the date of disclosure of the respective Confidential Information, and Sections 6 – 18 (inclusive) of this Agreement, including the Parties' respective rights and obligations thereunder, shall survive indefinitely.

9.

Entire Agreement.

Subject to Section 10, this Agreement and the relevant Supplier Agreement constitute the final, complete and exclusive agreement between the Parties with respect to the subject matter hereof, and supersede all other prior and contemporaneous agreements, representations and understandings of the Parties with respect to such subject matter. In the event of a conflict between this Agreement and the relevant Supplier Agreement in relation to disclosures made by or on behalf of the Disclosing Party relating to the Authorized Purpose, the terms of this Agreement prevail. This Agreement may not be amended except by a writing signed by both Parties hereto.

10.

Direct NDA.

Where the Client and Supplier have entered into a valid and subsisting direct agreement off Platform containing obligations between them in relation to Confidential Information governed by this Agreement ("Direct NDA"), in the event of a conflict between such Direct NDA and this Agreement, the Direct NDA shall prevail. For clarity, where this Agreement contains any provision which does not appear in the Direct NDA, silence in the Direct NDA shall prevail.

11.

Non-Waiver.

The waiver from time to time by a Party of any of its rights or its failure to exercise any right or remedy shall not operate or be construed as a continuing waiver of same or of any other of such Party's rights or remedies provided in this Agreement. No waiver by a Party of a particular provision, right or remedy shall be effective unless in writing and signed by such Party.

12.

Governing Law.

Where the Client is not a member of the NIH, this Agreement shall be governed by and construed in accordance with the laws of the location of the non-breaching Party, without regard to its conflicts of laws principles. Excepting injunctive or equitable relief which may be available to the Parties under Section 13, all disputes arising out of or in connection with this Agreement shall be settled by the courts of the non-breaching Party, which shall be the exclusive venue for the resolution of such disputes. Each Party hereby consents to the personal and exclusive jurisdiction and venue of these courts.

Where the Client is a member of the NIH, this Agreement shall be governed by and construed in accordance with US federal law as applied by the US federal courts in the jurisdiction of the non-breaching Party or the US federal court in the District of Columbia. In the event of a conflict between the US federal court of the non-breaching Party and the US federal court in the district of Columbia, the US federal court in the District of Columbia will prevail. Excepting injunctive or equitable relief which may be available to the Parties under Section 14, all disputes arising out of or in connection with this Agreement shall be settled by the US federal courts of the non-breaching Party, which shall be the exclusive venue for the resolution of such disputes.

13.

Injunctive Relief.

Each Party hereby acknowledges and agrees that in the event of any breach of this Agreement by such Party or its Representatives, including, without limitation, the actual or threatened disclosure or unauthorized use of Confidential Information of the other Party or its Representatives without the prior express written consent of the other Party, the other Party may suffer an irreparable injury such that no remedy at law would adequately protect or appropriately compensate the other Party for such injury. Accordingly, each Party agrees that the other Party shall have the right to seek to enforce this Agreement and any of its provisions by injunction, specific performance or other equitable relief, without bond and without prejudice to any other rights and remedies that the other Party may have for a breach of this Agreement.

14.

Severability.

If any provision of this Agreement is found by a court or other governmental authority of competent jurisdiction to be unenforceable or invalid, such unenforceability or invalidity shall not render this Agreement unenforceable or invalid as a whole and in such event, such provision shall be changed and interpreted so as to best accomplish the objectives of such unenforceable or invalid provision within the limits of applicable law.

15.

Successors and Assigns.

The Parties' rights and obligations under this Agreement will bind and inure to the benefit of their respective successors and permitted assigns. Neither Party shall assign or delegate its obligations under this Agreement, either in whole or in part, without the prior written consent of the other Party (which shall not be unreasonably withheld or delayed).

16.

Notice.

Any notice permitted or required to be given under this Agreement shall be in writing and shall be delivered by personal delivery, by any method of mail (postage prepaid) requiring return receipt, by overnight courier, to the Party to be notified at its registered office address (or head office address where such Party does not have a registered office), F.A.O. legal department or at any address such Party has subsequently designated by written notice to the other. Notice shall be deemed sufficiently given for all purposes upon the date of actual receipt.

17.

Interpretation.

The headings preceding the text of the sections of this Agreement are inserted solely for convenience and ease of reference only and shall not constitute any part of this Agreement, or have any effect on its interpretation or construction. This Agreement has been prepared in the English language and the English language shall control its interpretation. In addition, all notices required or permitted to be given hereunder, and all written, electronic, oral or other communications between the Parties regarding this Agreement shall be in the English language.

18.

No publicity.

Subject to Section 4, the Parties shall not directly or indirectly cause or permit i) the oral or public release of any public statement referring to the existence of discussions between the Parties regarding the Business Purpose, save to the extent required by law, or ii) any use of the other Party's name, logo, or trademarks, without the other Party's prior written consent.