Provision of Material: Lifecore Biomedical, LLC (“Lifecore”) agrees to provide Corgel® Biohydrogel (the “Material”) to you (“Recipient”) solely for research purposes according to these Terms and Conditions (collectively, these “Terms”).
Acceptance: Recipient’s delivery or acceptance of a purchase order, quote or similar document confirming Recipient’s purchase of the Material (each, a “Purchase Order”), or shipment of Material by Lifecore to Recipient, will constitute Recipient’s agreement to these Terms.
Intellectual Property Rights:
(a) Recipient acknowledges that (i) the Material is covered by certain claims in issued patents and pending patent applications, (ii) Lifecore has licenses to make, use and sell the Material and (iii) these Terms and the provision of the Material are subject to such licenses. No right or license to any patent, patent application, trademark, trade name, copyright, know-how or trade secret arising under statutory or common law or by contract and whether or not perfected (collectively, “IP Rights”) is granted to Recipient by Lifecore. As between Lifecore and Recipient, Lifecore retains all IP Rights relating to the Material, and Lifecore makes no representation or warranty regarding any intellectual property embedded in, relating to or associated with the Material. Recipient agrees to not manufacture, reproduce or reverse engineer the Material without the prior written consent of Lifecore.
(b) To the extent that Recipient conceives, develops or reduces to practice any improvement, enhancement, modification, invention, work of authorship, know-how or trade secret, whether or not patentable (collectively, “Improvements”) in conjunction with Recipient’s use of the Material, Recipient (i) agrees to disclose all such Improvements to Lifecore within 15 days of conceiving of each Improvement and (ii) does hereby transfer all right, title and interest in the Improvements to Lifecore. Recipient agrees to execute, when requested, patent applications, assignments and any other lawful documents deemed necessary by Lifecore to assign such rights in the Improvements to Lifecore.
Other Restrictions on Use: Recipient further agrees to not (a) use the Material in humans, foods, drugs, medical devices or cosmetics, or for in vitro diagnostic uses, (b) implant the Material in any animal without the prior written consent of Lifecore or (c) use the Material for any commercial purpose whatsoever. Recipient is solely responsible for compliance with applicable regulatory requirements.
Price: All payments must be made pursuant to the Purchase Order. The price for the Material does not include any applicable value added, federal or state taxes. This section and all payment obligations for the Material will survive any termination of the Purchase Order and these Terms.
Limited Warranty; Limitations of Liability: Except as set forth in any written specifications that may be provided with the Material, Recipient acknowledges that the Material is provided “AS IS,” and Lifecore expressly disclaims any and all other representations or warranties. Recipient assumes all liability for its use, storage or disposal of the Material, and in no event will Lifecore be liable to Recipient or any other person in connection with or related to any use of the Material for any damages of any kind, including direct, indirect, incidental, consequential, special or punitive damages, whether arising out of warranty, contract, tort, under statute, or otherwise, even if Lifecore has been advised of the possibility or likelihood of such damages. In no event will Lifecore’s liability in connection with or arising out of these Terms or the Purchase Order exceed the amount actually paid to Lifecore by Recipient for the Material.
Indemnification: Recipient agrees to indemnify and hold Lifecore harmless against any claims arising out of Recipient’s breach of these Terms or the Purchase Order, breach of applicable law, negligence or willful misconduct.
Termination: Lifecore may terminate these Terms and the Purchase Order at any time upon written notice to Recipient.
Waiver; Amendment: No waiver of any provision in these Terms will be deemed or will constitute a waiver of any other provision of these Terms, nor will such waiver constitute a continuing waiver unless otherwise expressly provided. Lifecore may amend these Terms from time-to-time upon written notice to Recipient.
Governing Law: These Terms and the Purchase Order will be governed and construed in accordance with the internal laws of the State of Delaware.
Entire Agreement: These Terms and the Purchase Order constitute the entire agreement of the parties regarding the subject matter hereof and collectively supersede all other prior or contemporaneous agreements or understandings. These Terms expressly supersede any terms and/or conditions set forth in any order form, purchase order or similar document issued by Recipient.