- Sale of Goods Agreement
- Services Agreement
- GLH QC Kit and Software Licensing Agreement
- Nondisclosure Agreement
- Event Cancellation Policy
- SALE OF GOODS AGREEMENT
This Sale of Goods Agreement (this “Agreement“), is entered as of the date agreed by the Buyer (the “Effective Date”) into between Automation Trainer, a California Limited Liability Company (“Automation Trainer“), and you (“Buyer,” and together with Automation Trainer, the “Parties,” and each, a “Party“). WHEREAS, Automation Trainer is in the business of manufacturing, distributing, and/or reselling various laboratory equipment and their respective accessories; WHEREAS, Buyer is in need of the Automation Trainer’s equipment and accessories; and WHEREAS, Buyer desires to purchase from Automation Trainer, and Automation Trainer desires to sell to Buyer the Goods. NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
- Sale of Goods. Automation Trainer shall sell to Buyer and Buyer shall purchase from Automation Trainer the goods set forth on the purchase order, invoice, statement, statement of work, as applicable (the “Order”) (the “Goods“) in the quantities and at the Prices (as defined in Section 7) and upon the terms and conditions set forth in this Agreement.
(a) The goods will be delivered within a reasonable time after the date of this Agreement, subject to the availability of finished Goods. Automation Trainer shall not be liable for any delays, loss, or damage in transit.
(b) Automation Trainer shall deliver the Goods to the Buyer supplied address (the “Delivery Point“) using Automation Trainer’s standard methods for packaging and shipping such Goods. Buyer shall take delivery of the Goods within three days of Automation Trainer’s written notice that the Goods have been delivered to the Delivery Point.
(c) Automation Trainer may, in its sole discretion, without liability or penalty, make partial shipments of Goods to Buyer. Each shipment will constitute a separate sale, and Buyer shall pay for the units shipped whether such shipment is in whole or partial fulfillment of the quantity purchased under this Agreement.
(d) If for any reason Buyer fails to accept delivery of any of the Goods on the date fixed pursuant to Automation Trainer’s notice that the Goods have been delivered at the Delivery Point, or if Automation Trainer is unable to deliver the Goods at the Delivery Point on such date because Buyer has not provided appropriate instructions, documents, licenses, or authorizations:
(i) risk of loss to the Goods shall pass to Buyer;
(ii) the Goods shall be deemed to have been delivered; and
(iii) Automation Trainer, at its option, may store the Goods until Buyer picks them up, whereupon Buyer shall be liable for all related costs and expenses (including, without limitation, storage and insurance).
- Non-Delivery. The quantity of any installment of Goods as recorded by the Automation Trainer on dispatch from the Automation Trainer’s place of business is conclusive evidence of the quantity received by Buyer on delivery unless Buyer can provide conclusive evidence proving the contrary. Automation Trainer shall not be liable for any non-delivery of Goods (even if caused by Automation Trainer’s negligence) unless Buyer gives written notice to Automation Trainer of the non-delivery within three days of the date when the Goods would in the ordinary course of events have been received. Any liability of the Automation Trainer for non-delivery of the Goods shall be limited to delivering the Goods within a reasonable time or adjusting the invoice respecting such Goods to reflect the actual quantity delivered.
- Quantity. If Automation Trainer delivers to the Buyer a number of Goods of up to 25% more or less than the quantity set forth in the Order, the Buyer shall not be entitled to object to or reject the Goods or any portion of them by reason of the surplus or shortfall and shall pay for such Goods the price set forth in this Agreement adjusted pro rata.
- Title and Risk of Loss. Title and risk of loss pass to the Buyer upon delivery of the Goods at the Delivery Point. As collateral security for the payment of the purchase price of the Goods, Buyer hereby grants to Automation Trainer a lien on and security interest in and to all of the right, title, and interest of Buyer in, too, and under the Goods, wherever located, and whether now existing or hereafter arising or acquired from time to time, and in all accessions thereto and replacements or modifications thereof, as well as all proceeds (including insurance proceeds) of the foregoing. The security interest granted under this provision constitutes a purchase money security interest under Division 9 of the California Uniform Commercial Code.
- Inspection and Rejection of Nonconforming Goods.
(a) Buyer shall inspect the Goods within three days of receipt (“Inspection Period“). Buyer will be deemed to have accepted the Goods unless it notifies Automation Trainer in writing of any Nonconforming Goods during the Inspection Period and furnishes such written evidence or other documentation as required by Automation Trainer. “Nonconforming Goods” means only the following:
(i) The product shipped is different than identified in this Agreement, or
(ii) the product’s label or packaging incorrectly identifies its contents.
(b) If Buyer timely notifies Automation Trainer of any Nonconforming Goods, Automation Trainer shall, in its sole discretion,
(i) replace such Nonconforming Goods with conforming Goods, or
(ii) credit or refund the Price for such Nonconforming Goods at the pro rata contract rate. Buyer shall ship, at its expense and risk of loss, the Nonconforming Goods to Automation Trainer’s facility to the address supplied by Automation Trainer, as updated from time to time. If Automation Trainer exercises its option to replace Nonconforming Goods, Automation Trainer shall, after receiving Buyer’s shipment of Nonconforming Goods, ship to Buyer, at Buyer’s expense and risk of loss, the replaced Goods to the Delivery Point.
(c) Buyer acknowledges and agrees that the remedies set forth in Section 6(b) are Buyer’s exclusive remedies for the delivery of Nonconforming Goods. Except as provided under Section 6(b), all sales of Goods to Buyer are made on a one-way basis and Buyer has no right to return Goods purchased under this Agreement to Automation Trainer.
- Price. Buyer shall purchase the Goods from Automation Trainer at the price (the “Price“) set forth on the Order. If the Price should be increased by Automation Trainer before delivery of the Goods to a carrier for shipment to the Buyer, then this Agreement shall be construed as if the increased Price were originally inserted herein, and the Buyer shall be billed by Automation Trainer on the basis of such increased Price. All Prices are exclusive of all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any governmental authority on any amounts payable by Buyer. Buyer shall be responsible for all such charges, costs, and taxes; provided, that, Buyer shall not be responsible for any taxes imposed on, or with respect to, Automation Trainer’s income, revenues, gross receipts, personnel, or real or personal property, or other assets.
- Payment Terms. Buyer shall pay all invoiced amounts due to Automation Trainer as set forth in the Order. Buyer shall make all payments hereunder by wire transfer, check, ACH, credit card, or through a third-party, in US dollars. Buyer shall pay interest on all late payments at the rate of 1.5% per month or the highest rate permissible under applicable law, calculated daily and compounded monthly. Buyer shall reimburse Automation Trainer for all costs incurred in collecting any late payments, including, without limitation, attorneys’ fees.
- No Setoff. Buyer shall not, and acknowledges that it will have no right, under this Agreement, any other agreement, document, or law, to withhold, offset, recoup, or debit any amounts owed (or to become due and owing) to Automation Trainer or any of its affiliates, whether under this Agreement or otherwise, against any other amount owed (or to become due and owing) to it by Automation Trainer or its affiliates, whether relating to Automation Trainer’s or its affiliates breach or non-performance of this Agreement or any other agreement between Buyer or any of its affiliates, and Automation Trainer or any of its affiliates, or otherwise.
(a) Automation Trainer warrants to Buyer that for a period as set forth on the Order, from the date of shipment of the Goods (“Warranty Period“), such Goods will materially conform to the specifications set forth in the Order and will be free from material defects in material and workmanship.
(b) EXCEPT FOR THE WARRANTY SET FORTH IN SECTION 10(a), AUTOMATION TRAINER MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE GOODS, INCLUDING ANY
(i) WARRANTY OF MERCHANTABILITY;
(ii) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; OR
(iii) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE.
(c) Products manufactured by a third party (“Third-Party Product“) may constitute, contain, be contained in, incorporated into, attached to, or packaged together with the Goods. Third-Party Products are not covered by the warranty in Section 10(a). For the avoidance of doubt, AUTOMATION TRAINER MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO ANY THIRD-PARTY PRODUCT, INCLUDING ANY
(i) WARRANTY OF MERCHANTABILITY;
(ii) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE;
(iii) WARRANTY OF TITLE; OR (iv) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE.
(d) Automation Trainer shall not be liable for a breach of the warranty set forth in Section 10(a) unless:
(i) Buyer gives written notice of the defect, reasonably described, to Automation Trainer within seven days of the time when Buyer discovers or ought to have discovered the defect;
(ii) Automation Trainer is given a reasonable opportunity after receiving the notice to examine such Goods and Buyer (if requested to do so by Automation Trainer) returns such Goods to Automation Trainer’s place of business at Automation Trainer’s cost for the examination to take place there, and
(iii) Automation Trainer reasonably verifies the Buyer’s claim that the Goods are defective.
(e) The Automation Trainer shall not be liable for a breach of the warranty set forth in Section 10(a) if:
(i) Buyer makes any further use of such Goods after giving such notice;
(ii) the defect arises because Buyer failed to follow Automation Trainer’s oral or written instructions as to the storage, installation, commissioning, use, or maintenance of the Goods; or
(iii) Buyer alters or repairs such Goods without the prior written consent of Automation Trainer.
(f) Subject to Section 10(d) and Section 10(e) above, with respect to any such Goods during the Warranty Period, Automation Trainer shall, in its sole discretion, either:
(i) repair or replace such Goods (or the defective part(s)) or
(ii) credit or refund the Price of such Goods at the pro-rata contract rate, provided that if Automation Trainer so requests, Buyer shall, at Automation Trainer’s expense, return such Goods to Automation Trainer.
(g) THE REMEDIES SET FORTH IN SECTION 10(f) SHALL BE THE BUYER’S SOLE AND EXCLUSIVE REMEDY AND AUTOMATION TRAINER’S ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED WARRANTY SET FORTH IN SECTION 10(a).
- Limitation of Liability.
(a) IN NO EVENT SHALL AUTOMATION TRAINER BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR ENHANCED DAMAGES, LOST PROFITS OR REVENUES, OR DIMINUTION IN VALUE, ARISING OUT OF, OR RELATING TO, OR IN CONNECTION WITH ANY BREACH OF THIS AGREEMENT, REGARDLESS OF
(i) WHETHER SUCH DAMAGES WERE FORESEEABLE,
(ii) WHETHER OR NOT AUTOMATION TRAINER WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES,
(iii) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT, OR OTHERWISE) UPON WHICH THE CLAIM IS BASED, AND
(iv) THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
(b) IN NO EVENT SHALL AUTOMATION TRAINER’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE TOTAL OF THE AMOUNTS PAID TO AUTOMATION TRAINER FOR THE GOODS SOLD HEREUNDER.
- Compliance with Law. Buyer is in compliance with and shall comply with all applicable laws, regulations, and ordinances. Buyer has and shall maintain in effect all the licenses, permissions, authorizations, consents, and permits that it needs to carry out its obligations under this Agreement.
- Indemnification. Buyer shall indemnify, defend, and hold harmless Automation Trainer and its officers, directors, managers, shareholders, members, partners, employees, agents, affiliates, successors, and permitted assigns (collectively, “Indemnified Party“) against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys’ fees, fees and the costs of enforcing any right to indemnification under this Agreement, and the cost of pursuing any insurance providers, incurred by Indemnified Partyin a final, arising out of or resulting from any claim of a third party or Automation Trainer arising out of or occurring in connection with the products purchased from Automation Trainer or Buyer’s negligence, willful misconduct, or breach of this Agreement. Buyer shall not enter into any settlement without Automation Trainer’s or Indemnified Party’s prior written consent.
- Insurance. Unless otherwise disclaimed in writing by Automation Trainer, During the term of this Agreement, Buyer shall, at its own expense, maintain and carry insurance in full force and effect which includes, but is not limited to, commercial general liability in a sum no less than $1,000,000 with financially sound and reputable insurers. Upon Automation Trainer’s request, Buyer shall provide Automation Trainer with a certificate of insurance from Buyer’s insurer evidencing the insurance coverage specified in this Agreement. The certificate of insurance shall name Automation Trainer as an additional insured. Buyer shall provide Automation Trainer with 30 days advance written notice in the event of a cancellation or material change in Buyer’s insurance policy. Except where prohibited by law, Buyer shall require its insurer to waive all rights of subrogation against Automation Trainer’s insurers and Automation Trainer.
- Termination. In addition to any remedies that may be provided in this Agreement, Automation Trainer may terminate this Agreement with immediate effect upon written notice to Buyer, if Buyer: (a) fails to pay any amount when due under this Agreement and such failure continues for 30 days after Buyer’s receipt of written notice of nonpayment; (b) has not otherwise performed or complied with any of the terms of this Agreement, in whole or in part; or (c) becomes insolvent, files a petition for bankruptcy, or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization, or assignment for the benefit of creditors.
- Confidential Information. All non-public, confidential, or proprietary information of Automation Trainer, including, but not limited to, trade secrets, specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts, or rebates, disclosed by Automation Trainer to Buyer, whether disclosed orally or disclosed or accessed in written, electronic, or other form or media, and whether or not marked, designated, or otherwise identified as “confidential,” in connection with this Agreement is confidential, solely for the use of performing this Agreement and may not be disclosed or copied unless authorized by Automation Trainer in writing. Upon Automation Trainer’s request, Buyer shall promptly return all documents and other materials received from Automation Trainer. Automation Trainer shall be entitled to injunctive relief for any violation of this Section. This Section shall not apply to information that is: (a) in the public domain; (b) known to the Buyer at the time of disclosure; or (c) rightfully obtained by the Buyer on a non-confidential basis from a third party.
- Entire Agreement. This Agreement, including and together with any related exhibits, schedules, attachments, and appendices, constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, and representations, and warranties, both written and oral, regarding the such subject matter.
- Survival. Subject to the limitations and other provisions of this Agreement, the representations and warranties of the Parties contained herein shall survive the expiration or earlier termination of this Agreement as well as any other provision that, in order to give proper effect to its intent, should survive such expiration or termination, shall survive the expiration or earlier termination of this Agreement. With respect to confidential information that constitutes a trade secret under applicable law, the rights and obligations set forth in Section 16 hereof shall survive the expiration or earlier termination of this Agreement until, if ever, such confidential information loses its trade secret protection other than due to an act or omission of Buyer. All other provisions of this Agreement shall not survive the expiration or earlier termination of this Agreement.
- Notices. All notices, requests, consents, claims, demands, waivers, and other communications under this Agreement must be in writing and addressed to the other Party at its address set forth below (or to such other address that the receiving Party may designate from time to time in accordance with this Section). Unless otherwise agreed herein, all notices must be delivered by personal delivery, nationally recognized overnight courier, or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a notice is effective only (a) on receipt by the receiving Party, and (b) if the Party giving the Notice has complied with the requirements of this Section.
|Notice to Automation Trainer:||PO Box 2534, Sacramento, CA 95812|
|Attention: Petar Stojadinovic|
|Notice to Buyer:||Address as indicated on the Order|
- Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon a determination that any term or provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify this Agreement to effect the original intent of the Parties as closely as possible in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
- Amendments. No amendment to or modification of or rescission, termination, or discharge of this Agreement is effective unless it is in writing, identified as an amendment to or rescission, termination, or discharge of this Agreement, and signed by an authorized representative of each Party.
- Waiver. No waiver by any party of any of the provisions of this Agreement shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
- Cumulative Remedies. All rights and remedies provided in this Agreement are cumulative and not exclusive, and the exercise by either Party of any right or remedy does not preclude the exercise of any other rights or remedies that may now or subsequently be available at law, in equity, by statute, in any other agreement between the Parties, or otherwise. Notwithstanding the previous sentence, the Parties intend that Buyer’s rights under Section 3, Section 6, and Section 10 are Buyer’s exclusive remedies for the events specified therein.
- Assignment. Buyer shall not assign, transfer, delegate, or subcontract any of its rights or obligations under this Agreement without the prior written consent of Automation Trainer. Any purported assignment, transfer, delegation, or subcontract in violation of this Section shall be null and void. No assignment, transfer, delegation, or subcontract shall relieve Buyer of any of its obligations hereunder. Automation Trainer may at any time assign, transfer, delegate, or subcontract any or all of its rights or obligations under this Agreement without Buyer’s prior written consent.
- Successors and Assigns. This Agreement is binding on and inures to the benefit of the Parties to this Agreement and their respective permitted successors and permitted assigns.
- No Third-Party Beneficiaries. This Agreement benefits solely the Parties to this Agreement and their respective permitted successors and assigns and nothing in this Agreement, express or implied, confers on any other Person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.
- Choice of Law. This Agreement and all related documents [including all exhibits attached hereto, and all matters arising out of or relating to this Agreement, whether sounding in contract, tort, or statute are governed by, and construed in accordance with, the laws of the State of California, United States of America (including its statutes of limitations and Civ. Code § 1646.5), without giving effect to the conflict of laws provisions thereof to the extent such principles or rules would require or permit the application of the laws of any jurisdiction other than those of the State of California.
- Choice of Forum. Each Party irrevocably and unconditionally agrees that it will not commence any action, litigation, or proceeding of any kind whatsoever against the other Party in any way arising from or relating to this Agreement, including all exhibits, schedules, attachments, and appendices attached to this Agreement, and all contemplated transactions, including, but not limited to, contract, equity, tort, fraud, and statutory claims, in any forum other than the Sacramento Superior Court, State of California. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of such courts and agrees to bring any such action, litigation, or proceeding only in the Sacramento Superior Court, State of California or. Each Party agrees that a final judgment in any such action, litigation, or proceeding is conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.
- Counterparts. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement. Notwithstanding anything to the contrary in Section 19, a signed copy of this Agreement delivered by facsimile, email, or other means of electronic transmission is deemed to have the same legal effect as delivery of an original signed copy of this Agreement.
- Force Majeure. Any delay or failure of Automation Trainer to perform its obligations under this Agreement will be excused to the extent that the delay or failure was caused directly by an event beyond Automation Trainer’s control, without Automation Trainer’s fault or negligence and that by its nature could not have been foreseen by Automation Trainer or, if it could have been foreseen, was unavoidable (which events may include natural disasters, epidemics, embargoes, explosions, riots, wars, acts of terrorism, strikes, labor stoppages or slowdowns or other industrial disturbances, and shortage of adequate power or transportation facilities).
- Relationship of the Parties. The relationship between the Parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, franchise, business opportunity, joint venture, or another form of joint enterprise, employment, or fiduciary relationship between the Parties, and neither Party shall have the authority to contract for or bind the other Party in any manner whatsoever. No relationship of exclusivity shall be construed from this Agreement.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed as of the Effective Date.
- EQUIPMENT SERVICES ADDENDUM
This equipment services addendum (“Services Addendum”) under the Sales of Goods Agreement (“Agreement”) is entered as of date agreed by the Buyer (“Effective Date”) between Automation Trainer, a California Limited Liability Company (“Automation Trainer“) and you (“Buyer,” and together with Automation Trainer, the “Parties,” and each, a “Party“). If the terms of the Services Addendum and the Agreement conflict, the terms of the Services Addendum shall prevail. WHEREAS, Buyer desires to retain Automation Trainer to provide certain services upon the terms and conditions hereinafter set forth, and Automation Trainer is willing to perform such services.
1.1 Automation Trainer shall provide the services to Buyer as described in more detail in the Statement of Work in accordance with the terms and conditions of this Agreement.
1.2 The Statement of Work shall include the following information, if applicable:
(a) A detailed description of the Services to be performed pursuant to the Statement of Work;
(b) The date upon which the Services will commence and the term of such Statement of Work;
(c) The names of the Automation Trainer Contract Manager and any Key Personnel;
(d) The fees to be paid to the Automation Trainer under the Statement of Work;
(e) The Project implementation plan, including a timetable;
(f) Project Milestones and payment schedules;
(g) Any criteria for completion of the Services;
(h) Procedures for the testing and acceptance of the Services and Deliverables by Buyer; and
(i) Any other terms and conditions agreed upon by the parties in connection with the Services to be performed pursuant to such Statement of Work.
- Automation Trainer’s Obligations.
2.1 The Automation Trainer shall:
(a) Subject to the prior written approval of Buyer, which approval shall not be unreasonably withheld or delayed, appoint:
(i) An Automation Trainer employee to serve as a primary contact with respect to this Agreement and who will have the authority to act on behalf of Automation Trainer in connection with matters pertaining to this Agreement (the “Automation Trainer Contract Manager“); and
(ii) Automation Trainer Personnel, who shall be suitably skilled, experienced, and qualified to perform the Services;
(b) maintain the same Automation Trainer Contract Manager throughout the Term of this Agreement except for changes in such personnel due to:
(i) Buyer’s request pursuant to Section 3.1(c) of the Services Addendum; or
(ii) The resignation or termination of such personnel or other circumstances outside of Automation Trainer’s reasonable control;
(c) before the date on which the Services are to start, obtain, and at all times during the Term of this Agreement maintain, all necessary licenses and consents and comply with all relevant Laws applicable to the provision of the Services;
(d) Prior to any Automation Trainer Personnel performing any Services hereunder, ensure that such Automation Trainer Personnel have the legal right to work in the United States;
(e) Comply with, and ensure that all Automation Trainer Personnel comply with, all rules, regulations, and policies of Buyer that are communicated to Automation Trainer in writing, including security procedures concerning systems and data and remote access thereto, building security procedures[, including the restriction of access by Buyer to certain areas of its premises or systems for security reasons,] and general health and safety practices and procedures;
(f) Maintain complete and accurate records relating to the provision of the Services under this Agreement, including records of the time spent and materials used by Automation Trainer in providing the Services in such form as Buyer shall approve;
(g) Obtain Buyer’s written approval, which shall not be unreasonably withheld or delayed, prior to entering into agreements with or otherwise engaging any person or entity, including all subcontractors and affiliates of Automation Trainer, other than Automation Trainer’s employees, to provide any Services and deliverables to Buyer (each such approved subcontractor or other third parties, a “Permitted Subcontractor“). Buyer’s approval shall not relieve Automation Trainer of its obligations under the Agreement, and Automation Trainer shall remain fully responsible for the performance of each such Permitted Subcontractor and its employees and for their compliance with all of the terms and conditions of this Agreement as if they were Automation Trainer’s own employees. Nothing contained in this Agreement shall create any contractual relationship between Buyer and any Automation Trainer subcontractor or supplier; and
(h) Require each Permitted Subcontractor to be bound in writing by the confidentiality and intellectual property assignment or license provisions of this Agreement.
2.2 Automation Trainer is responsible for all Automation Trainer Personnel and for the payment of their compensation, including, if applicable, withholding of income taxes, and the payment and withholding of social security and other payroll taxes, unemployment insurance, workers’ compensation insurance payments, and disability benefits.
2.3 Automation Trainer acknowledges that time is of the essence with respect to Automation Trainer’s obligations hereunder and that prompt and timely performance of all such obligations, including all timetables, project milestones, and other requirements in each Statement of Work, is strictly required.
2.4 The obligations of the Automation Trainer under this Agreement shall be performed fully within the United States unless approved in writing in advance by the Buyer.
- Buyer’s Obligations.
3.1 Buyer shall:
(a) cooperate with Automation Trainer in all matters relating to the Services and appoint and replace a Buyer employee to serve as the primary contact with respect to this Agreement and who will have the authority to act on behalf of Buyer with respect to matters pertaining to this Agreement (the “Buyer Contract Manager“);
(b) Provide, subject to Section 3.1(f) of the Services Addendum, such access to Buyer’s premises and such office accommodation and other facilities as may reasonably be required by Automation Trainer and agreed with Buyer in writing in advance, for the purposes of performing the Services;
(c) Respond promptly to any Automation Trainer request to provide direction, information, approvals, authorizations, or decisions that are reasonably necessary for Automation Trainer to perform Services in accordance with the requirements of this Agreement;
(d) Provide such Buyer materials and information] as Automation Trainer may reasonably request, in order to carry out the Services, in a timely manner, and ensure that it is complete and accurate in all material respects;
(e) Ensure that all Buyer equipment is in good working order and suitable for the purposes for which it is used and conforms to all industry standards or requirements;
(f) Obtain and maintain all necessary licenses and consents and comply with all applicable Law in relation to the Services, the installation of the Automation Trainer equipment, the use of Buyer materials, and the use of the Buyer equipment in relation to the Automation Trainer Equipment to the extent that such licenses, consents, and Law relate to Buyer’s business, premises, staff, and equipment, in all cases before the date on which the Services are to star; and
(g) Keep, maintain, and insure the Automation Trainer Equipment in good condition and in accordance with Automation Trainer’s instructions as notified in writing from time to time, and shall not dispose of or use Automation Trainer Equipment other than in accordance with Automation Trainer’s written instructions or authorization.
3.2 If Automation Trainer’s performance of its obligations under this Agreement is prevented or delayed by any act or omission of Buyer or its agents, subcontractors, consultants, or employees outside of Automation Trainer’s reasonable control, Automation Trainer shall not be deemed in breach of its obligations under this Agreement or otherwise liable for any costs, charges, or losses sustained or incurred by Buyer, in each case, to the extent arising directly or indirectly from such prevention or delay.
- Change Orders.
4.1 If either party wishes to change the scope or performance of the Services, it shall submit details of the requested change to the other party in writing. Automation Trainer shall, within a reasonable time (not to exceed seven days) after receiving a Buyer-initiated request, or at the same time that Automation Trainer initiates such a request, provide a written estimate to Buyer of:
(a) The likely time required to implement the change;
(b) Any necessary variations to the fees and other charges for the Services arising from the change;
(c) The likely effect of the change on the Services;
(d) any other impact the change might have on the performance of this Agreement; and
(e) Any other information reasonably requested by the Buyer. Promptly after receipt of the written estimate, the parties shall negotiate and agree in writing on the terms of such change (a “Change Order“). Neither party shall be bound by any Change Order unless mutually agreed upon in writing.
- Term and Termination.
5.1 Term. This Services Addendum shall commence as of the Effective Date and shall continue thereafter until the completion of the Services under all Statements of Work, unless sooner terminated pursuant to this Section.
5.2 Termination for Convenience. Either party, in its sole discretion, may terminate the Statement of Work under this Services Addendum, in whole or in part, at any time without cause, by providing at least 30 days’ prior written notice to the other party.
5.3 Effects of Termination. Upon expiration or termination of this Agreement for any reason:
(a) Automation Trainer shall
(i) promptly deliver to Buyer all deliverables (whether complete or incomplete) for which Buyer has paid, all Buyer equipment and all Buyer materials in its possession,
(ii) promptly remove any Automation Trainer equipment located at Buyer’s premises,
(iii) provide reasonable cooperation and assistance to Buyer upon Buyer’s written request and at Buyer’s expense in transitioning the Services to a different Automation Trainer, and
(iv) on a pro rata basis, repay all fees and expenses paid in advance for any Services not performed or Deliverables not provided.
(b) Each party shall
(i) return to the other party all documents and tangible materials (and any copies) containing, reflecting, incorporating, or based on the other party’s Confidential Information,
(ii) permanently delete all of the other party’s Confidential Information from its computer systems, and
(iii) certify in writing to the other party that it has complied with the requirements of this clause.
(c) In no event shall Buyer be liable for any Automation Trainer Personnel termination costs arising from the expiration or termination of this Agreement.
- Fees and Expenses; Payment Terms.
6.1 In consideration of the provision of the Services by the Automation Trainer and the rights granted to Buyer under this Agreement, Buyer shall pay the fees set forth in the applicable Statement of Work.
6.2 Where the Services are provided on a time and materials basis:
(a) the fees payable for the Services shall be calculated in accordance with Automation Trainer’s fee rates set forth in the applicable Statement of Work;
(b) Buyer shall reimburse Automation Trainer, at Automation Trainer’s actual cost plus a 20% markup], for any materials, machinery, equipment, and third-party services (collectively, “Materials“) reasonably necessary for the provision of the Services. Automation Trainer shall obtain Buyer’s written consent prior to the purchase of all Materials, which shall not be unreasonably withheld; and
(c) Automation Trainer shall issue invoices to Buyer monthly in arrears for its fees for time for the immediately preceding month, calculated as provided in this Section 6.2 of the Services Addendum, together with a detailed breakdown of any expenses for such month incurred in accordance with Section 6.4 of the Services Addendum.
6.3 Where Services are provided for a fixed price, the total fees for the Services shall be the amount set out in the applicable Statement of Work. The total price shall be paid to Automation Trainer in installments, as set out in the Statement of Work, with each installment being conditional on Automation Trainer achieving the corresponding milestone. At the end of a period specified in the applicable Statement of Work in respect of which an installment is due, Automation Trainer shall issue invoices to Buyer for the fees that are then payable, together with a detailed breakdown of any expenses incurred in accordance with Section 6.4 of the Services Addendum.
6.4 Buyer agrees to reimburse Automation Trainer for all actual and reasonable travel and out-of-pocket expenses incurred by Automation Trainer in connection with the performance of the Services.
6.5 Automation Trainer shall issue invoices to Buyer only in accordance with the terms of this Section, and Buyer shall pay all properly invoiced amounts due to Automation Trainer within 30 days after Buyer’s receipt of such invoice[, except for any amounts disputed by Buyer in good faith. All payments hereunder shall be in US dollars and made by check or wire transfer.
6.6 Buyer shall be responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental entity on any amounts payable by Buyer hereunder. Any such taxes, duties, and charges currently assessed, or which may be assessed in the future, that are applicable to the Services are for the Buyer’s account, and Buyer hereby agrees to pay such taxes; provided, that, in no event shall Buyer pay or be responsible for any taxes imposed on, or with respect to, Automation Trainer’s income, revenues, gross receipts, personnel, or real or personal property or other assets. IN WITNESS WHEREOF, the Parties hereto have caused this Services Addendum to be executed as of the Effective Date.
- GLH QC KIT AND SOFTWARE LICENSING ADDENDUM
This software licensing addendum (“Licensing Addendum”) under the Sales of Goods Agreement (“Agreement”) is entered as of date agreed by the Buyer (“Effective Date”) between Automation Trainer, a California Limited Liability Company (“Automation Trainer“) and you (“Buyer,” and together with Automation Trainer, the “Parties,” and each, a “Party“). If the terms of the Licensing Addendum and the Agreement conflict, the terms of the Services Addendum shall prevail. WHEREAS, Automation Trainer desires to license the Software described in Licensing Addendum The Order attached hereto to Buyer; and WHEREAS, Buyer desires to obtain a license to use the Software for its internal business purposes, subject to the terms and conditions of this Licensing Addendum.
- “Authorized User” means an employee or contractor of Buyer who Buyer permits to access and use the Software and/or Documentation pursuant to Buyer’s license hereunder.
- “Documentation” means Automation Trainer’s user manuals, handbooks, and installation guides relating to the Software provided by Automation Trainer to Buyer either electronically or in hard copy form.
- “Software” means the product described in The Order in object code format, including any Updates provided to Buyer pursuant to this Licensing Addendum.
- “Third-Party Products” means any third-party products described in The Order provided with or incorporated into the Software, including any open source software available under the GNU Affero General Public License (AGPL), GNU General Public License (GPL), GNU Lesser General Public License (LGPL), Mozilla Public License (MPL), Apache License, BSD licenses, or any other license that is approved by the OpenSource
- “Updates” means any updates, bug fixes, patches, or other error corrections to the Software that Automation Trainer generally makes available free of charge to all licensees of the Software.
- License Grant. Subject to and conditioned on Buyer’s payment of Fees and compliance with the terms and conditions of this Licensing Addendum, Automation Trainer hereby grants Buyer a non-exclusive, non-sublicensable, and non-transferable (except in compliance with Section 12(g)) license during the Term to:
- (i) use the Software solely for Buyer’s internal business purposes [up to the number of Authorized Users set forth in The Order]; and
- (ii) use and make a reasonable number of copies of the Documentation solely for Buyer’s internal business purposes in connection with Buyer’s use of the Software. The total number of Authorized Users will not exceed the number set forth in The Order, except as expressly agreed to in writing by the Parties and subject to any appropriate adjustment of the license fees payable hereunder. Buyer may make one copy of the Software solely for back-up, disaster recovery, and testing purposes. Any such copy of the Software: (x) remains Automation Trainer’s exclusive property; (y) is subject to the terms and conditions of this Licensing Addendum; and (z) must include all copyright or other proprietary rights notices contained in the original.
- Use Restrictions. Buyer shall not use the Software or Documentation for any purposes beyond the scope of the license granted in this Licensing Addendum. Without limiting the foregoing and except as otherwise expressly set forth in this Licensing Addendum, Buyer shall not at any time, directly or indirectly:
- (i) copy, modify, or create derivative works of the Software or the Documentation, in whole or in part;
- (ii) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Software or the Documentation;
- (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source code of the Software, in whole or in part;
- (iv) remove any proprietary notices from the Software or the Documentation; or
- (v) use the Software in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law.
- Reservation of Rights. Automation Trainer reserves all rights not expressly granted to Buyer in this Licensing Addendum. Except for the limited rights and licenses expressly granted under this Licensing Addendum, nothing in this Licensing Addendum grants, by implication, waiver, estoppel, or otherwise, to Buyer or any third party any intellectual property rights or other right, title, or interest in or to the Software.
- Delivery. Automation Trainer shall deliver the Software electronically, on tangible media, or by other means, in Automation Trainer’s sole discretion, to Buyer within seven days following the Effective Date. Risk of loss of any tangible media on which the Software is delivered will pass to Buyer on delivery to carrier.
- Buyer Responsibilities.
- General. Buyer is responsible and liable for all uses of the Software and Documentation resulting from access provided by Buyer, directly or indirectly, whether such access or use is permitted by or in violation of this Licensing Addendum. Without limiting the generality of the foregoing, Buyer is responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Licensing Addendum if taken by Buyer will be deemed a breach of this Licensing Addendum by Buyer. Buyer shall take reasonable efforts to make all Authorized Users aware of this Licensing Addendum’s provisions as applicable to such Authorized User’s use of the Software, and shall cause Authorized Users to comply with such provisions.
- Third-Party Products. Automation Trainer may distribute certain Third-Party Products with the Software. For purposes of this Licensing Addendum, such Third-Party Products are subject to their own license terms and the applicable flow through provisions referred to in The Order. If Buyer does not agree to abide by the applicable terms for such Third-Party Product, then Buyer should not install or use such Third-Party Products. The Software also contains certain open source software identified on The Order. Buyer understands and acknowledges that such open source software is not licensed to Buyer pursuant to the provisions of this Licensing Addendum and that this Licensing Addendum may not be construed to grant any such right and/or license. Buyer shall have only such rights and/or licenses, if any, to use the open source software as set forth in the licenses referenced in The Order.
- Support. This Licensing Addendum does not entitle Buyer to any support for the Software.OR Automation Trainer shall provide Buyer with the support services described on The Order.
- Fees and Payment.
- Fees. Buyer shall pay Automation Trainer the fees (“Fees“) set forth in The Order without offset or deduction. Buyer shall make all payments hereunder in US dollars on or before the due date set forth in The Order. If Buyer fails to make any payment when due, in addition to all other remedies that may be available:
- (i) Automation Trainer may charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law; and
- (ii) Buyer shall reimburse Automation Trainer for all costs incurred by Automation Trainer in collecting any late payments or interest, including attorneys’ fees, court costs, and collection agency fees; and
- (iii) if such failure continues for 30 days following written notice thereof, Automation Trainer may prohibit access to the Software until all past due amounts and interest thereon have been paid, without incurring any obligation or liability to Buyer or any other person by reason of such prohibition of access to the Software.
- Taxes. All Fees and other amounts payable by Buyer under this Licensing Addendum are exclusive of taxes and similar assessments. Buyer is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Buyer hereunder, other than any taxes imposed on Automation Trainer’s income.
- Auditing Rights and Required Records. Buyer agrees to maintain complete and accurate records in accordance with generally accepted accounting principles during the Term and for a period of two years after the termination or expiration of this Licensing Addendum with respect to matters necessary for accurately determining amounts due hereunder. Automation Trainer may, at its own expense, on reasonable prior notice, periodically inspect and audit Buyer’s records with respect to matters covered by this Licensing Addendum, provided that if such inspection and audit reveals that Buyer has underpaid Automation Trainer with respect to any amounts due and payable during the Term, Buyer shall promptly pay the amounts necessary to rectify such underpayment, together with interest in accordance with Section 5(a).
- Intellectual Property Ownership; Feedback.
- Buyer acknowledges that, as between Buyer and Automation Trainer, Automation Trainer owns all right, title, and interest, including all intellectual property rights, in and to the Software and Documentation and, with respect to Third-Party Products, the applicable third-party licensors own all right, title and interest, including all intellectual property rights, in and to the Third-Party Products.
- Feedback. If Buyer or any of its employees or contractors sends or transmits any communications or materials to Automation Trainer by mail, email, telephone, or otherwise, suggesting or recommending changes to the Software or Documentation, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback“), Automation Trainer is free to use such Feedback irrespective of any other obligation or limitation between the Parties governing such Feedback. Buyer hereby assigns to Automation Trainer on Buyer’s behalf, and on behalf of its employees, contractors and/or agents, all right, title, and interest in, and Automation Trainer is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although Automation Trainer is not required to use any Feedback.
- Limited Warranties and Warranty Disclaimer.
- Automation Trainer warrants that:
- (i) the Software will perform materially as described in the Documentation for a period of 90 days following the Effective Date; and
- (ii) at the time of delivery the Software does not contain any virus or other malicious code that would cause the Software to become inoperable or incapable of being used in accordance with the Documentation. THE FOREGOING WARRANTIES DO NOT APPLY, AND AUTOMATION TRAINER STRICTLY DISCLAIMS ALL WARRANTIES, WITH RESPECT TO ANY THIRD-PARTY PRODUCTS.
- The warranties set forth in Section 8(a) do not apply and become null and void if Buyer breaches any provision of this Licensing Addendum, or if Buyer, any Authorized User, or any other person provided access to the Software by Buyer or any Authorized User, whether or not in violation of this Licensing Addendum:
- (i) installs or uses the Software on or in connection with any hardware or software not specified in the Documentation or expressly authorized by Automation Trainer in writing;
- (ii) modifies or damages the Software; or
- (iii) misuses the Software, including any use of the Software other than as specified in the Documentation or expressly authorized by Automation Trainer in writing.
- If, during the period specified in Section 8(a), any Software fails to comply with the warranty in Section 8(a), and such failure is not excluded from warranty pursuant to Section 8(b), Automation Trainer shall, subject to Buyer’s promptly notifying Automation Trainer in writing of such failure, at its sole option, either:
- (i) repair or replace the Software, provided that Buyer provides Automation Trainer with all information Automation Trainer requests to resolve the reported failure, including sufficient information to enable the Automation Trainer to recreate such failure; or
- (ii) refund the Fees paid for such Software, subject to Buyer’s ceasing all use of and, if requested by Automation Trainer, returning to Automation Trainer all copies of the Software. If Automation Trainer repairs or replaces the Software, the warranty will continue to run from the Effective Date and not from Buyer’s receipt of the repair or replacement. The remedies set forth in this Section 8(c) are Buyer’s sole remedies and Automation Trainer’s sole liability under the limited warranty set forth in Section 8(a).
- EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 8(a), THE SOFTWARE AND DOCUMENTATION ARE PROVIDED “AS IS” AND AUTOMATION TRAINER HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. AUTOMATION TRAINER SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 8(a), AUTOMATION TRAINER MAKES NO WARRANTY OF ANY KIND THAT THE SOFTWARE AND DOCUMENTATION, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET BUYER’S OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.
- Buyer Indemnification. Buyer shall indemnify, hold harmless, and, at Automation Trainer’s option, defend Automation Trainer from and against any Losses resulting from any Third-Party Claim based on Buyer’s, or any Authorized User’s:
- (i) negligence or willful misconduct;
- (ii) use of the Software or Documentation in a manner not authorized or contemplated by this Licensing Addendum;
- (iii) use of the Software in combination with data, software, hardware, equipment or technology not provided by Automation Trainer or authorized by Automation Trainer in writing;
- (iv) modifications to the Software not made by Automation Trainer; or
- (v) use of any version other than the most current version of the Software or Documentation delivered to Buyer, provided that Buyer may not settle any Third-Party Claim against Automation Trainer unless such settlement completely and forever releases Automation Trainer from all liability with respect to such Third-Party Claim or unless Automation Trainer consents to such settlement, and further provided that Automation Trainer will have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defense thereof by counsel of its own choice.
- Sole Remedy. THIS SECTION SETS FORTH THE BUYER’S SOLE REMEDIES AND AUTOMATION TRAINER’S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE SOFTWARE OR DOCUMENTATION INFRINGES, MISAPPROPRIATES, OR OTHERWISE VIOLATES ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. IN NO EVENT WILL AUTOMATION TRAINER’S LIABILITY UNDER THIS SECTION EXCEED THE AMOUNT OF THE SOFTWARE PAID BY THE BUYER.
- Term and Termination.
- Term. The term of this Licensing Addendum begins on the Licensing Addendum Effective Date and, unless terminated earlier pursuant to any of the Licensing Addendum’s express provisions, will continue in effect until five years from such date (the “Term“).
- Effect of Expiration or Termination. Upon expiration or earlier termination of this Licensing Addendum, the license granted hereunder will also terminate, and, without limiting Buyer’s obligations the Licensing Addendum, Buyer shall cease using and delete, destroy, or return all copies of the Software and Documentation and certify in writing to the Automation Trainer that the Software and Documentation has been deleted or destroyed. No expiration or termination will affect Buyer’s obligation to pay all Fees that may have become due before such expiration or termination or entitle Buyer to any refund.
- Assignment. Buyer may not assign or transfer any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of Automation Trainer. Any purported assignment, transfer, or delegation in violation of this Section is null and void. No assignment, transfer, or delegation will relieve the assigning or delegating Party of any of its obligations hereunder. This Licensing Addendum is binding upon and inures to the benefit of the Parties hereto and their respective permitted successors and assigns.
- Export Regulation. The Software may be subject to US export control laws, including the Export Control Reform Act and its associated regulations. Buyer shall not, directly or indirectly, export, re-export, or release the Software to, or make the Software accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. Buyer shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Software available outside the US.
- US Government Rights. Each of the Documentation and the Software is a “commercial item” as that term is defined at 48 C.F.R. § 2.101, consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. § 12.212. Accordingly, if Buyer is an agency of the US Government or any contractor therefor, Buyer only receives those rights with respect to the Software and Documentation as are granted to all other end users under license, in accordance with (a) 48 C.F.R. § 227.7201 through 48 C.F.R. § 227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. § 12.212, with respect to all other US Government licensees and their contractors.
IN WITNESS WHEREOF, the Parties hereto have caused this Licensing Addendum to be executed as of the Effective Date.
- NONDISCLOSURE AGREEMENT
RE: AUTOMATION TRAINING, Manufacturing, QA/QC, Calibration Kits, Liquid handling and Life Science Training, Technology Training, Calibration Services This Nondisclosure Agreement (the “Agreement”) is between Training Company (doing business as Automation Trainer, LLC (“AT”), GoodPipetting.com Division of AT, or Smart Solutions International (SSI) both here by referenced as “AT”) and each person who evidences his or her assent to be bound by this Agreement (here by referenced as signed) either by e-signing, signing on a paper copy of the Agreement, by clicking on the “Accept” button on that part of AT’s Internet Web Site at which the Agreement is displayed, or by opening this document or breaking a seal of the course booklet, or calibration kit,. Such person is referred to hereinafter as “Recipient” or “You” in the capacity as a user, student, instructor, business partner, collaborator or as such is a recipient of materials and/or training that was developed and is property of AT. The Agreement is immediately effective upon the giving of assent (“Effective Date”). Scope of Training Company is defined as the calibration kit producer, domain knowledge expert, and training service provider of laboratory automation and informatics to the Recipient defined as a user, collaborator, distributor, partner, instrumentation or equipment company, manufacturer, and/or calibration service company. This Nondisclosure Agreement (the “Agreement”) is entered into by and between AT doing business as Automation Trainer LLC (AT) AND ITS AFFILIATES (“Disclosing Party”) and the undersigned company or individual (“Receiving Party”) for the purpose of preventing the unauthorized disclosure of Confidential Information as defined below. The parties agree to enter into a confidential relationship with respect to the disclosure of certain proprietary and confidential information (“Confidential Information”). Calibration Kits refer to any materials in the form of a kit produced by Automation Trainer LLC such as Good Liquid Handling (GLH) QC Kit™, Service Calibration Kit™, Volume Verification Kit™, GLH Assay Development Kit™, Reagent Supply Kit™, GLH Repair Kit™, GLH Preventative Maintenance (PM) Kit™ and the like. I agree that any information disclosed to me by the AT in connection with the review of their training, contact lists, software products, all our web portals, our affiliated businesses, kits development, product/ service development, manufacturing, quality assurance and control processes and procedures, market development, their company’s proprietary business processes and development and training models will be considered proprietary and confidential, including all such information relating to the Company’s past, present, or future business activities, research, product design or development, personnel, and business opportunities. Confidential information shall not include information previously known to me, the general public, or previously recognized as standard practice in the field.
I agree to not compete with AT AND ITS AFFILIATES this also includes that I agree to not work with vendors, manufacturers, training providers, service providers or organizations shared with me outside of AT’s knowledge or without AT consent, if such opportunity arises I shall inform AT of my intentions to not be in conflict or competition with AT’s business, I shall honor and respect AT’s business and the knowledge it gives to me as a ISO, Medical Manufacturing and Mechanical Engineering expert, trainer, and contractor, and that I will hold all confidential and proprietary information in the strictest of confidence and will not use the information except as may be authorized by the Company and will prevent its unauthorized dissemination. I acknowledge that unauthorized disclosure could cause irreparable harm and significant injury to the Company. I agree that upon request, I will return all written or descriptive matter provided to my company or me, including the business plan and supporting documents to the Company.
- Definition of Confidential Information.For purposes of this Agreement, “Confidential Information” shall include all information or material that has or could have commercial value or other utility in the business in which Disclosing Party is engaged. This shall include training materials, contact lists, software products, their company’s proprietary business processes and development and training models will be considered proprietary and confidential, including all such information relating to the Disclosing Party’s past, present, or future business activities, research, product design or development, personnel, and business opportunities.
- Exclusions from Confidential Information. Receiving Party’s obligations under this Agreement do not extend to information that is:
(a) publicly known at the time of disclosure or subsequently becomes publicly known through no fault of the Receiving Party;
(b) discovered or created by the Receiving Party before disclosure by Disclosing Party;
(c) learned by the Receiving Party through legitimate means other than from the Disclosing Party or Disclosing Party’s representatives; or
(d) is disclosed by Receiving Party with Disclosing Party’s prior written approval; or
(e) is previously recognized as standard practice in the field.
- Obligations of Receiving Party. Receiving Party shall hold and maintain the Confidential Information in strictest confidence for the sole and exclusive benefit of the Disclosing Party for a period of (5) years and will not without prior written approval of Disclosing Party, use for Receiving Party’s own benefit, publish, copy, or otherwise disclose to others, or permit the use by others for their benefit or to the detriment of Disclosing Party, any Confidential Information. Receiving Party shall return to Disclosing Party any and all records, notes, and other written, printed, or tangible materials in its possession pertaining to Confidential Information immediately if Disclosing Party requests it in writing.
- Nothing contained in this Agreement shall be deemed to constitute either party a partner, joint venturer or employee of the other party for any purpose.
- If a court finds any provision of this Agreement invalid or unenforceable, the remainder of this Agreement shall be interpreted so as best to effect the intent of the parties.
- This Agreement may not be amended except in a writing signed by both parties.
- The failure to exercise any right provided in this Agreement shall not be a waiver of prior or subsequent rights.
This Agreement and each party’s obligations shall be binding on the representatives, assigns and successors of such party. Each party has agreed and signed this Agreement through its authorized representative.
- EVENT CANCELLATION POLICY
This Cancellation Policy applies to all reservations placed with Automation Trainer for workshops, trainings, and bootcamps.
Cancellations are subject to the following:
– No refunds will be issued, but customers may receive a credit for use on future purchases of goods, services, or events at Automation Trainer.
– This credit must be used within 180 days of the original purchase date.
– The credit can be issued in the same form of payment used for the Workshop reservation.
– All cancellation requests must be made in writing to Automation Trainer and sent to email@example.com.
Automation Trainer may cancel any event and event’s reservation at any time for any reason. If Automation Trainer cancels an event or event’s reservation, a full refund will be issued, or a credit will be provided for use on future purchases of goods or activities, at the customer’s request.