Biospecimen Purchase Agreement

Last Updated: June 10, 2011

PLEASE READ THIS AGREEMENT CAREFULLY BEFORE SUBMITTING ORDER.

This Biospecimen Purchase Agreement (the “Agreement”) is between you and Conversant Healthcare Systems, Inc. d/b/a Conversant Biologics (“Conversant”).  You must have a current approved account with Conversant to place an order.  You, your employees and collaborators (collectively, the “Purchaser”) agree to use the clinical data and associated biospecimen material, progeny and unmodified derivatives (collectively, the “Materials”) in accordance with this Agreement, the Data Use Agreement, and the Terms and Conditions found on Conversant’s website (http://www.conversantbio.com/terms_and_conditions/). If the Purchaser intends to distribute the Materials, the Purchaser agrees to require the end user to agree and comply with the terms of this Agreement.

 

Scope of Use

The Purchaser may use the Materials for research use only.  The Materials are not for use in humans.  The Purchaser shall not distribute, sell, lend or otherwise transfer the Materials for any reason unless approval is obtained from Conversant. Any commercial use of the Materials requires a license from Conversant and Conversant is not obligated to grant a commercial license.

The Purchaser assumes all risk and responsibility in connection with the receipt, handling, storage, disposal, transfer and use of the Materials including without limitation taking all appropriate safety and handling precautions to minimize health or environmental risk.  The Materials are to be handled as if potentially infectious at all times.  The Purchaser will ensure that its employees or others who handle the Materials on its behalf are made aware of the hazards and risks involved in handling potentially infectious human biological materials.

The Purchaser agrees that any activity undertaken with the Materials will be conducted in compliance with all applicable guidelines, laws and regulations.  Unless prohibited by law, the Purchaser assumes all liability for claims for damages against it by third parties that may arise from its use, storage, or disposal of the Materials, except that, to the extent permitted by law, Conversant shall be liable to the Purchaser when the damage is caused by the gross negligence or willful misconduct of Conversant.

 

Intellectual Property

The Purchaser retains all right, title and interest in and to any and all results, inventions, ideas, methods, concepts, processes, formulas, protocols, data, results, works of authorship, process or design improvements, discoveries, developments, design, techniques and other know-how, whether or not patentable, developed by Client from use of the Materials.

Conversant retains all right, title, and interest in and to the Materials and all processes, methodologies or capabilities that are used or developed during or related to the provision of the Materials.

 

Identification

The Materials are coded or otherwise de-identified.  Any widely used identifying information is removed.

The Purchaser will in no way identify or contact, attempt to identify or contact, or aid any person or entity in identifying or contacting any donor, donor family and/or source of the Materials.  Furthermore, the Purchaser will not attempt to obtain or otherwise acquire any private identifiable information associated with the Materials.  However, it is acknowledged that, due to scientific advances such as DNA analyses or human errors, there is a small risk that the identity of the person who was the source of the Materials could become known.

If the Purchaser discovers the identity of any donor, donor family, and/or source of the Materials, the Purchaser will ensure that it will not make use of such knowledge, will advise Conversant of such discovery, will safe-guard or destroy such information as requested by Conversant, and will inform no other person or entity of such discovered identity (except as may be required by applicable law).

The Purchaser will have the right to disclose non-individually identifiable information regarding the Materials in a summary form that aggregates more than one individual’s clinical information for scientific journal publication and regulatory filing purposes, in all events to the extent permitted under applicable law (provided, however, that any such disclosures for patent filing purposes need not be on an aggregate basis if such information so disclosed is de-identified and such disclosures abide by applicable law).  Please see the Data Use Agreement for additional terms concerning the use of the clinical data.

 

Indemnification

The Purchaser agrees to indemnify, defend and hold harmless Conversant and its contributors against all third party claims, demands, losses, costs, damages and expenses (including reasonable attorneys' fees) arising out of or relating to the use, receipt, handling, storage, transfer, disposal and other activities relating to the Materials.  All settlements will be subject to Conversant’s consent.

 

Limitation of Liability

IN NO EVENT WILL CONVERSANT BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, MULTIPLE, EXEMPLARY OR OTHER INDIRECT DAMAGES OR FOR LOST PROFITS, LOST DATA OR LOSS OF USE DAMAGES ARISING IN CONNECTION WITH THIS AGREEMENT, WHETHER BASED UPON WARRANTY, CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF CONVERSANT HAS BEEN ADVISED OF, OR IS AWARE OF, THE POSSIBILITY OF SUCH DAMAGES.  IN NO EVENT WILL CONVERSANT’S AGGREGATE LIABILITY FOR ANY AND ALL CLAIMS ARISING FROM ANY SERVICES AND/OR MATERIALS PROVIDED HEREUNDER EXCEED THE AGGREGATE AMOUNT PAID BY CLIENT PURSUANT TO THIS AGREEMENT.  CONVERSANT’S LICENSORS AND CONTRIBUTORS SHALL HAVE NO LIABILITY UNDER THIS AGREEMENT.  THE PURCHASER AGREES THAT THE LIMITATIONS OF LIABILITY SET FORTH IN THIS AGREEMENT SHALL APPLY EVEN IF A LIMITED REMEDY PROVIDED HEREUNDER FAILS OF ITS ESSENTIAL PURPOSE.

 

Miscellaneous

Conversant shall have no obligation to provide the Purchaser with updates to the clinical information after the date of the acceptance of the Purchaser’s order.  Both Conversant and the Purchaser intend that the Purchaser is not making payment for the biospecimen materials themselves, but rather for the service of providing the Materials and for any related services. 

The Purchaser agrees to acknowledge the source of the Materials as “Conversant Biologics” in any publications or disclosures reporting use of it.