HudsonAlpha Institute for Biotechnology
HudsonAlpha Institute for Biotechnology
HudsonAlpha Institute for Biotechnology

HudsonAlpha Genomic Services 

Standard Terms and Conditions 

Subject to the following terms and conditions, HudsonAlpha Institute for Biotechnology, (the “Institute”), agrees to perform, and Customer agrees to pay for, extraction, library preparation, genomic sequencing and analysis services (the “Services”) of Customer’s human, plant and animal samples, including, but not limited to, DNA, RNA, blood, saliva, cells, tissue, buccal swabs, fecal matter, seeds, plant parts, plant fragments, roots, bulbs, or externally constructed sequencing libraries along with the material’s corresponding information (the “Samples”) as set forth in the order submitted by Customer. These Standard Terms and Conditions, together with the Institute quote to the Customer, Institute-accepted Customer purchase order, Sample Requirements, Shipping Instructions, and Hazardous Materials Declaration referenced herein, constitute the complete and exclusive agreement between the Institute and Customer concerning the Services (the “Agreement”), and no addition to, or modification of, any provision of this Agreement, including contrary terms in any Customer purchase order, shall be binding on the Institute unless made in writing and signed by a duly authorized representative of the Institute. Customer and Institute may be referred to herein individually as a “Party” or collectively as the “Parties”.

Orders 

Customer may place orders after receiving a quote for Services from the Institute. The order shall be deemed accepted upon Customer’s satisfactory submission of the order and the Institute’s receipt of the appropriate Samples and required documentation as set forth herein. 

Payment 

  1. Customer shall pay the Institute within thirty (30) days of receipt of an invoice from the Institute. For Customer orders of $100,000 or more, in the aggregate, Customer shall prepay thirty percent (30%) of the total order amount in advance of the Institute’s obligation to provide the Services hereunder. For such orders, the Institute will submit an initial invoice for the thirty percent (30%) prepayment amount and will submit subsequent invoices to Customer for Services rendered on a monthly basis or upon completion of the Services. Invoices not paid timely will be assessed interest of 2% per month (or the highest rate allowed by law, whichever is lower), together with all costs and expenses (including, without limitation, reasonable attorneys’ fees and disbursements and court costs) incurred by the Institute in collecting such overdue amounts. 
  2. The Institute requires full prepayment of the Customer order or receipt of a purchase order number from Customer before releasing Results. Payment may be made by check, credit card, or other means specified in an approved purchase order. Payments by credit card will be subject to a 3% processing fee, as assessed by the Institute’s credit card processor. Payment by check shall be made payable to HudsonAlpha Institute for Biotechnology and forwarded with a copy of the invoice to:
    Accounts Receivable
    HudsonAlpha Institute for Biotechnology
    601 Genome Way
    Huntsville, AL 35806
  3. Services for institutions outside the United States must be pre-paid in their entirety. 
  4. Customer is responsible for ensuring Services requested on a purchase order match Services represented on a quote. In the event that there is a discrepancy between Services requested on a purchase order and Services represented on a corresponding quote, the Services requested on the confirmed purchase order take precedence. Billing will be based on Services actually performed.

Sample Handling 

  1. All Samples must meet the Institute’s Sample Requirements Sheet, as incorporated in the Institute’s quote. Institute is under no obligation to perform Services on Samples that do not conform to these guidelines and requirements.
  2. Customer has the responsibility of obtaining any permits or governmental approvals for the export from country of origin and import into the United States of any human, plant or animal Samples. Customer must attach legible copies (or originals if required) of the permits or governmental approvals necessary for the Institute to accept delivery of the Samples. Together with Customer’s Samples submitted to the Institute, Customer shall submit an executed Hazardous Materials Declaration, and include a printed reference to the project quote number.
  3. In the event Customer chooses to proceed with sequencing and/or analysis for a Sample that fails quality control, the Institute shall not be responsible for the quality of the Results produced, and all costs associated with the Services will remain due and payable.
  4. The Institute does not guarantee sequencing yield on DNA or RNA that is not extracted by the Institute. Sequencing yield is dependent on the quality of the DNA/RNA preps and extractions, and the Institute does not guarantee the quality of any DNA/RNA preps or extractions not performed by the Institute. Failure to meet quote specifications attributable in any way to the quality of DNA/RNA preps and/or extractions not performed by the Institute is not a basis for repeat actions by the Institute except at the sole cost of Customer.
  5. The Institute does not guarantee sequencing performance of non-Institute created libraries. Customer is responsible for all sequencing costs associated with submitted libraries. 

 

Delivery and Retention of Data 

  1. The Institute will deliver the sequencing and analysis information resulting from the Services (the “Results”) in the formats as described in each quote provided to Customer. 
  2. Results will be delivered by the Institute to the Customer through a digital transfer of electronic files using the Globus platform unless specifically requested by the Customer. Customer is solely responsible for creating an account on Globus and providing access to its employees and representatives. Institute will not deliver Results directly to any third party.
  3. Raw data of Results from Customer orders is backed up and retained in archival storage for at least 3 months. After the three (3) month archival period, Customer raw data of Results shall be destroyed, without further notice to Customer, in accordance with these terms and conditions, as may be modified from time to time. 

Customer’s Warranties and Representations 

 Customer represents, warrants, and covenants as follows:

  1. Customer is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its organization.  Customer is duly licensed to conduct business and is in good standing under the laws of each jurisdiction where such qualification is required.  Customer has the full right, power, and authority, to enter into and perform its obligations under this Agreement and each quote and to conduct its business as now conducted and hereafter contemplated to be conducted and is in compliance with its organization documents.  This Agreement has been duly executed and delivered by Customer and constitutes a legal, valid, and binding obligation of Customer, which is enforceable against Customer in accordance with its terms and conditions;
  2. All Samples provided by Customer to the Institute were lawfully collected, safe, and nonhazardous and do not infringe on the intellectual property rights of any third party;
  3. For human Samples: (i) All human Samples provided by Customer to the Institute for Services are de-identified or coded Samples (and no key to be made available by Customer to Institute); (ii) All persons providing Samples to Institute for the performance of the Services have given explicit consent to Customer for the Services to be performed as required by applicable data protection or Privacy Laws (hereinafter defined) or regulations; and (iii) it will at all times fully comply with all Privacy Laws applicable to the control or processing of all person’s personal data/information, as well as Customer’s own privacy notices. For purposes herein, “Privacy Laws” means all applicable U.S. (federal and state) laws, other countries’ national and local laws, and international laws that regulate the control or processing of personal data/information. Applicable Privacy Laws may include but is not limited to state, national, and other applicable laws that specify data protection, privacy, security, and security breach notification obligations. Customer agrees that it will hold Institute harmless from any and all claims, demands, costs, or judgments against Institute, or any liability, damage, loss, or expense (including reasonable attorneys’ fees and expenses of litigation) arising from or related to Customer’s warranties, representations, and covenants contained herein;
  4. Customer is in compliance and will comply throughout the terms of this Agreement, with all applicable laws, including the compliance of any federal, state, or local laws involving the transfer of any type of Sample across international or state borders;

 

Institute’s Disclaimer of Warranties and Representations 

    1. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, THE INSTITUTE MAKES NO, AND EXPRESSLY DISCLAIMS ALL, REPRESENTATIONS OR WARRANTIES OF ANY KIND CONCERNING THE SERVICES, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY OF RESULTS, NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES, AND THE ABSENCE OF LATENT OR OTHER DEFECTS, WHETHER OR NOT DISCOVERABLE. 
  • ALL SERVICES PROVIDED BY THE INSTITUTE UNDER THESE TERMS AND CONDITIONS ARE FOR RESEARCH PURPOSES ONLY.

Patents and Inventions 

  1. It is recognized and understood that certain existing inventions and technologies may be the separate property of one party or the other. No existing intellectual property right of either party shall be affected by this Agreement. 
  2. Except as expressly provided in article 4 of this section, nothing in this Agreement shall be construed as granting or implying any rights to either party pertaining to background intellectual property rights of the other party under any patents or intellectual property rights associated therewith. 
  3. Intellectual property relating to or improving upon the Institute’s genome sequencing, genomic analysis, and/or laboratory processes, procedures, technologies, Khufu® Genomic Analysis Software, other software, methods, and techniques, and the intellectual property rights therein or related to (“Institute Technology”) shall be the exclusive property of the Institute and not considered Results hereunder. 
  4. Following the settlement of all invoices, all right, title, and interest to the Results shall be the exclusive property of Customer. All intellectual property rights to Results from unpaid Services shall remain the exclusive property of the Institute until Customer makes payment in full to the Institute as stated in the accepted order. Notwithstanding the foregoing, Customer hereby grants Institute a perpetual, worldwide, royalty-free, irrevocable, and nonexclusive license to use the Results to provide, manage, maintain, improve, and enhance the Services (including, but not limited to, lab optimization, equipment testing and optimization, the improvement and development of Institute Technology, and the disclosure of aggregate, anonymous information to third parties).
  5. Any patent rights or any other rights to intellectual properties arising from research funded by the National Institute of Health or any other federal agency are expressly made subject to the rights of the U.S. Government (as set forth in United States Code, Title 35, Chapter 38 and implementing regulations thereof), including a non-exclusive, irrevocable, royalty-free license heretofore granted to the U.S. Government. 
  6. The terms of this “Patents and Inventions” section shall survive any termination or expiration of this Agreement. 

Confidentiality 

  1. Neither party shall use the Confidential Information (hereinafter defined) of the other party except to perform the Services, and neither party shall disclose the other party’s Confidential Information to any third party. “Confidential Information” shall mean all confidential and proprietary data, know-how, technical and non-technical materials, and other information that one party provides or discloses to the other in connection with the Services, and shall include sequencing and analysis processes, techniques or know how, the concept, design, configuration, and implementation of the Services, pricing information and any other information related to methods used in or performance of the Services. Results provided by the Institute to Customer for Customer’s Samples shall be Customer’s Confidential Information. 
  2. Each party’s obligations of nondisclosure and the limitations upon the right to use the Confidential Information shall not apply to the extent that such party can demonstrate that the Confidential Information: (a) was in the possession of the receiving party prior to the time of disclosure; (b) is or becomes public knowledge through no fault or omission of the receiving party; (c) is obtained by the receiving party from a third party under no obligation of confidentiality to the other party; (d) is required to divulge either by a court of law or in order to comply with any federal, state, or local law or regulation (after providing the disclosing party with reasonable notice and with an opportunity to obtain a protective order or other relief); or to its legal counsel or accountants to the extent necessary to comply with its tax or audit requirements.
  3. The parties acknowledge and agree that, in the event of a breach or threatened breach of any of the foregoing provisions, a party will have no adequate remedy in damages and, accordingly, will be entitled to injunctive relief against such breach or threatened breach in addition to any other remedies available at law or in equity.  Each party waives the defense that an adequate remedy at law exists for any breach or threatened breach of this Agreement. 
  4. All confidentiality obligations under this Agreement shall survive the termination or expiration of this Agreement for a period of three (3) years after the termination or expiration of this Agreement. 

Remedies and Limitation of Damages 

  1. The Institute agrees to perform the Services set forth in the accepted order from Customer pursuant to the terms and obligations of this Agreement. In the event that any Services do not conform to Customer’s order, upon written notification from Customer, as the sole and exclusive remedy for such non-conformance, the Institute shall, at its sole option and discretion, either re-perform such Services at no additional charge to Customer or refund to Customer all relevant fees paid by Customer for the nonconforming Services. The Institute will have the right to determine the method and means of performing the Services set forth in the order. 
  2. IN ANY ACTION BETWEEN THE PARTIES, IN NO EVENT SHALL THE INSTITUTE OR ITS MEMBERS, DIRECTORS, OFFICERS, FACULTY, PRINCIPAL INVESTIGATORS, SCIENTISTS, EMPLOYEES, AND AGENTS AND ITS SUCCESSORS, HEIRS AND ASSIGNS, BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, OR PUNITIVE DAMAGES OF ANY KIND, INCLUDING ECONOMIC DAMAGES, INTERRUPTION OR LOSS OF BUSINESS, INTERRUPTION OR LOSS OF USE, OR INJURY TO PROPERTY AND LOST PROFITS, ARISING IN ANY WAY OUT OF, OR IN ANY WAY RELATED TO, OR TOUCHING UPON CUSTOMER’S ORDER OR THE SERVICES, HOWEVER CAUSED AND WHETHER UNDER ANY CONTRACT, WARRANTY, NEGLIGENCE, PRODUCT LIABILITY, STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY, REGARDLESS OF WHETHER THE INSTITUTE SHALL BE ADVISED, SHALL HAVE OTHER REASON TO KNOW, OR IN FACT SHALL KNOW OF THE POSSIBILITY OF THE FOREGOING. IN NO EVENT SHALL THE LIABILITY OF THE INSTITUTE ARISING IN ANY WAY OUT OF, OR IN ANY WAY RELATED TO, CUSTOMER’S ORDER OR THE SERVICES, HOWEVER CAUSED AND WHETHER UNDER ANY CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE AMOUNTS PAID BY CUSTOMER TO THE INSTITUTE UNDER CUSTOMER’S ORDER.
  3. The terms of this “Remedies and Limitation of Damages” section shall survive any termination or expiration of this Agreement. 

General 

  1. This Agreement constitutes the complete and exclusive agreement between the Institute and Customer concerning these Services, and no addition to or modification of any provision of this Agreement shall be binding on the Institute unless made in writing and signed by a duly authorized representative of the Institute. This Agreement shall be construed in its entirety according to its plain meaning and shall not be construed against either party. The Institute rejects any additional or different terms or conditions contained in Customer’s response, communications, or other documentation (including Customer-generated purchase orders), and such additional or different terms or conditions shall be void and of no effect and shall not apply. 
  2. Although the Institute recommends and requests that the Institute’s Services be acknowledged in any Customer publication related to, derived from, or based on the Services, such acknowledgment is not a prerequisite for the provision of Services.
  3. Neither party shall use the name or any trademark of the other in any advertising, marketing, letterhead, sales promotion, publicity, or for any other purpose without the prior written approval of the other party.
  4. Unless otherwise terminated in accordance with the provisions herein, the term of this Agreement shall begin on the confirmation of acceptance of Customer’s order and shall end upon delivery of the Results to Customer. Either party may terminate this Agreement, with or without cause, upon not less than thirty (30) days’ written notice to the other party. Termination of this Agreement shall not relieve a party from its obligations incurred prior to the termination date, including the payment of any Services completed prior to the termination of this Agreement. 
  5. Neither this Agreement, nor the rights or obligations hereunder, shall be assignable, transferable (including by way of sale, lease, license, assignment, merger, reorganization, reverse merger, conversion, division, domestication, operation of law or otherwise), sublicensable, or delegable by Customer without the Institute’s prior written consent, and any attempt or offer to do so without the prior written consent of the Institute shall be considered a material breach of this Agreement and considered void. 
  6. In performances of all Services hereunder, the parties to this Agreement shall be deemed to be independent contractors, and neither party is a partner, employee, agent, or joint venture of or with the other. Neither Customer nor the Institute will have the authority to enter into agreements of any kind on behalf of the other, or otherwise bind or obligate the other in any manner to any third party, by virtue of the relationship contemplated herein. 
  7. The Institute may subcontract part or all of the Services hereunder to one or more third parties provided that the Institute shall be responsible for subcontractor meeting all quote specifications that Institute delivered to Customer, and Institute delivers the final Results of the work to Customer.
  8. Neither party shall be liable for any failure to perform as required by this Agreement to the extent such failure to perform is due to circumstances reasonably beyond such party’s control, including without limitation labor disturbances or labor disputes of any kind, accident, failure of any governmental approval required for full performance, changes in governmental regulation, changes in the law by any federal, state, or local entity rendering the Services illegal, civil disorders or commotions, acts of aggression, acts of terrorism, acts of God, earthquakes, other force majeure events or other energy or other conservation measures imposed by law or regulation, explosions, failure of utilities, mechanical breakdowns, material shortages, disease, or other such occurrences; provided that, as a condition to the claim of nonliability, the party experiencing the difficulty shall give the other prompt written notice, with full details following the occurrence of the cause relied upon. Dates by which performance obligations are scheduled to be met will be extended for a period equal to the time lost due to any delay so caused. 
  9. No failure by a party to exercise, and no delay in exercising, any right under this Agreement shall operate as a waiver of such right, and no single or partial exercise of any right under this Agreement by a party shall preclude any other or future exercise of such right or any other right under this Agreement by that party. 
  10. If any section, portion, provision, paragraph, clause, sentence, language, or word of this Agreement is determined to be illegal, invalid, voidable, or unenforceable for any reason whatsoever, the remainder of this Agreement shall continue in full force and effect as though such portion had not been contained herein. 
  11. The parties agree that this Agreement is solely for the benefit of the parties and not for the benefit of any third party and that this Agreement is not intended to be enforced by any third party.
  12. The terms of this “General” section shall survive the expiration or termination of this Agreement. 
  13. This Agreement, and any disputes arising therefrom or related thereto, shall be governed by the laws of the State of Alabama, without regard to its principles of conflict of law. The parties agree that the sole and exclusive jurisdiction and venue for any action or proceeding arising out of or relating to this Agreement, including for breach hereof, shall be in any federal or state court situated in Madison County, Alabama, and the parties irrevocably consent to such exclusive jurisdiction in such courts and to the proper venue therein.

 

HudsonAlpha Institute for Biotechnology

601 Genome Way

Huntsville, AL 35806

Last Updated: November 25, 2024