This Contract for Services is made effective upon the date of acceptance by and between the Customer (the “Recipient”) and GTseek LLC of 124 Main Ae N, STE 201, Twin Falls, Idaho 83301 (the “Provider”), for applicable services and products of the Recipient’s choosing.
1. DESCRIPTION OF PRODUCTS & SERVICES OFFERED.
a. Panel Development. Development of a custom genotyping panel for species of the Customer’s interest for use with GT-seq protocols up to 500 amplicon targets.
b. Production Genotyping. Genotyping Customer-provided samples with a developed panel using GT-seq protocol.
c. Proof-of-Concept Products. Delivery of a sample custom product for customer-specific applications, for use with the specified protocol.
d. Proof-of-Concept Analysis. Bioinformatic analysis support for customer-specific experiment designs.
e. Normalization and Tagging Plates. Proprietary product for delivering industry-leading performance on normalization, while tagging samples for use with specified library preparation protocol.
2. PAYMENT. The Recipient agrees to pay GTseek LLC as follows:
a. For Panel Development services, half of the quoted price is due upfront for the work to begin. The remaining balance will be invoiced at the completion of the project, with payment terms of NET 30.
b. For Proof-of-Concept Products and Normalization and Tagging Plates, payment is due at the time of purchase.
c. For all other services, an invoice will be issues at the completion of the project, with payment terms of NET 30.
Payments may be made to GTseek LLC via mailed check to the above address, through Paypal (instructions available upon request, or wire transfer. For purchase of Normalization and Tagging Plates, payment must be made through the Provider’s website portal.
In addition to any other right or remedy provided by law, if the Recipient fails to pay for the Services or Products when due, GTseek LLC has the option to treat such failure to pay as a material breach of this Contract, and may cancel this Contract and/or seek legal remedies.
3. PROVIDER PERFORMANCE. Service and Product-specific performance limitations are as follows:
a. Panel Development.
i. Timeliness of delivery is dependent on the delivery of relevant genetic data for primer design, either from Recipient or other source, the delivery of test samples from Recipient, and processing time for sequencing providers.
ii. Number of final target markers cannot be guaranteed but will instead focus on quality of final markers selected for Recipient’s genotyping goals. (The average conversion rate from primer design to working assay marker is about 85% on-average but results vary)
iii. Performance of the panel development and final panel is dependent on the quality and quantity of extracted DNA in the test samples received from the Recipient.
iv. Performance of the final panel is dependent on the on the adherence to recommended library preparation and sequencing protocols.
v. Support will be provided post-project if issues arrive outside of these limitations.
b. Production Genotyping.
i. Timeliness of delivery is dependent on the delivery of pre-identified target primers from Recipient or supplier, the delivery of the samples to be genotyped, and the processing time for sequence providers.
ii. Genotyping performance is dependent on the quality and quantity of extracted DNA from the samples (or extracted DNA) provided by the Recipient.
c. Proof-of-Concept Products.
i. Timeliness of delivery is dependent on development constraints that are unique to each product. Reasonable timeframes will be individually agreed upon between the Recipient and the Provider at requirements gathering.
ii. Performance of the Proof-of-Concept Product is dependent on the adherence to recommended protocols specific to the Product.
d. Proof-of-Concept Analysis.
i. Timeliness of delivery is dependent on the receipt of materials for analysis and will be completed on a timeframe agreed upon by both the Recipient and the Provider.
ii. Performance of analysis relates to the delivery of analysis data only and does not guarantee any results or performance of the POC product or experiment.
e. Normalization and Tagging Plates.
i. Shipping timeframes and backordered warnings are supplied at the time of purchase. The provider will reach out to the Recipient in the event of unforeseen delays if and as soon as they become present.
ii. Performance of the Product is dependent on the adherence to recommended protocols included in the materials provided with the Product.
Where performance does not meet expectations, the Recipient bears the duty of providing a log of events to ensure the proper protocols were followed. If proper protocols are found to have been void, limited support will be provided by the Provider to correct course or to repeat the process with correct protocols. If proper protocols are found to have been followed and still an issue has occurred, the Provider will fully support an investigation and replacement Products or Services needed to correct the issue. Refunds are not given for any Products or Services.
4. TERM. This Contract will terminate automatically upon completion by Provider of the Services required by this Contract. Issues regarding default and/or intellectual property will be ongoing until resolved.
5. CONFIDENTIALITY. Provider, and its employees, agents, or representatives will not at any time or in any manner, either directly or indirectly, use for the personal benefit of Provider, or divulge, disclose, or communicate in any manner, any information that is proprietary to Recipient. Provider and its employees, agents, and representatives will protect such information and treat it as strictly confidential. This provision will continue to be effective after the termination of this Contract. Any oral or written waiver by Recipient of these confidentiality obligations which allows Provider to disclose Recipient’s confidential information to a third party will be limited to a single occurrence tied to the specific information disclosed to the specific third party, and the confidentiality clause will continue to be in effect for all other occurrences.
6. INTELLECTUAL PROPERTY. Rights to intellectual property inherent or created during the Contract are specified to Service and Product as follows:
a. Panel Development. Intellectual property inherent or created with relation to the samples provided by the Recipient will belong to the Recipient unless written permission is granted to the Provider. Intellectual property inherent or created with relation to the subject species will be open to both parties for reasons of reducing limitations of future projects.
b. Production Genotyping. All intellectual property inherent or created will belong to the Recipient unless written permission is granted to the Provider.
c. Proof-of-Concept Products. Products developed for Recipient are for explicit use of the Recipient. Certain aspects of the Product may be protected by Patents (pending or otherwise) and therefore the Product is not authorized for re-sale or reproduction.
d. Proof-of-Concept Analysis. All intellectual property inherent or created will belong to the Recipient unless written permission is granted to the Provider.
e. Normalization and Tagging Plates. Product is for explicit use of the Recipient. Certain aspects of the Product may be protected by Patents (pending or otherwise) and therefore the Product is not authorized for re-sale or reproduction.
7. DEFAULT. The occurrence of any of the following shall constitute a material default under this Contract:
a. The failure to make a required payment when due.
b. The insolvency or bankruptcy of either party.
c. The subjection of any of either party’s property to any levy, seizure, general assignment for the benefit of creditors, application, or sale for or by any creditor or government agency.
d. The failure to make available or deliver the Services in the time and manner provided for in this contract.
8. ATTOURNEY’S FEES AND COLLECTION COSTS.If there is dispute relating to any provisions in this Contract, the prevailing party is entitled to, and the non-prevailing party shall pay, the costs and expenses incurred by the prevailing party in the dispute, including but not limited to all out-of-pocket costs of collection, court costs, and reasonable attorney fees and expenses.
9. REMEDIES. In addition to any and all other rights a party may have available according to law, if a party defaults by failing to substantially perform any provision, term or condition of this Contract (including without limitation the failure to make a monetary payment when due), the other party may terminate the Contract by providing written notice to the defaulting party. This notice shall describe with sufficient detail the nature of the default. The party receiving such notice shall have 30 days from the effective date of such notice to cure the default(s). Unless waived in writing by a party providing notice, the failure to cure the default(s) within such time period shall result in the automatic termination of this Contract.
10. FORCE MAJEURE. If performance of this Contract or any obligation under this Contract is prevented, restricted, or interfered with by causes beyond either party’s reasonable control (“Force Majeure”), and if the party unable to carry out its obligations gives the other party prompt written notice of such event, then the obligations of the party invoking this provision shall be suspended to the extent necessary by such event. The term Force Majeure shall include, without limitation, acts of God, plague, epidemic, pandemic, outbreaks of infectious disease or any other public health crisis, including quarantine or other employee restrictions, fire, explosion, vandalism, storm or other similar occurrence, orders or acts of military or civil authority, or by national emergencies, insurrections, riots, or wars, or strikes, lockouts, work stoppages or other labor disputes, or supplier failures. The excused party shall use reasonable efforts under the circumstances to avoid or remove such causes of non-performance and shall proceed to perform with reasonable dispatch whenever such causes are removed or ceased. An act or omission shall be deemed within the reasonable control of a party if committed, omitted, or caused by such party, or its employees, officers, agents, or affiliates.
11. DISPUTE RESOLUTION. The parties will attempt to resolve any dispute arising out of or relating to this Agreement through friendly negotiations amongst the parties. If the matter is not resolved by negotiation within 30 days, the parties will resolve the dispute using the below Alternative Dispute Resolution (ADR) procedure.
Any controversies or disputes arising out of or relating to this Agreement will be resolved by binding arbitration under the rules of the American Arbitration Association. The arbitrator’s award will be final, and judgment may be entered upon it by any court having proper jurisdiction.
12. ENTIRE AGREEMENT. This Contract contains the entire agreement of the parties, and there are no other promises or conditions in any other agreement whether oral or written concerning the subject matter of this Contract. This Contract supersedes any prior written or oral agreements between the parties.
13. SEVERABILITY. If any provision of this Contract will be held to be invalid or unenforceable for any reason, the remaining provisions will continue to be valid and enforceable. If a court finds that any provision of this Contract is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision will be deemed to be written, construed, and enforced as so limited.
14. AMENDMENT. This Contract may be modified or amended in writing by mutual agreement between the parties, if the writing is signed by the party obligated under the amendment.
15. GOVERNING LAW. This Contract shall be construed in accordance with the laws of the State of Idaho, of the United States of America.
16. NOTICE. Any notice or communication required or permitted under this Contract shall be sufficiently given if delivered in person or by certified mail, return receipt requested, to the address set forth in the opening paragraph or to such other address as one party may have furnished to the other in writing.
17. WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any provision of this Contract shall not be construed as a waiver or limitation of that party’s right to subsequently enforce and compel strict compliance with every provision of this Contract.
18. ATTOURNEY’S FEES TO PREVAILING PARTY.In any action arising hereunder or any separate action pertaining to the validity of this Agreement, the prevailing party shall be awarded reasonable attorney’s fees and costs, both in the trial court and on appeal.
19. CONSTRUCTION AND INTERPRETATION. The rule requiring construction or interpretation against the drafter is waived. The document shall be deemed as if it were drafted by both parties in a mutual effort.
20. ASSIGNMENT. Neither party may assign or transfer this Contract without the prior written consent of the non-assigning party, which approval shall not be unreasonably withheld.
DEFAULT OF AGREEMENT is executed between the Recipient and the Provider after the Recipient has acknowledged receipt and agreement of this Contract, and/or a Purchase Order or other Initiating Action has taken place to start the work agreed upon.