ARCH MTA Agreements

This Biological Material Transfer Agreement (“Agreement”) is entered into as of the date of the last electronic signature affixed by the parties below. By signing this Agreement buyers and suppliers agree to work via the ARCH Marketplace Software (ARCH) with other buyers and suppliers that have executed this Agreement under the same terms and conditions. All Users of ARCH will have executed a Software as a Service Agreement (SaaS) and this Agreement as a Buyer and/or a Supplier.

If Supplier, Supplier Name (Supplier) having a principal place of business at Supplier Address from ARCH Account,

If Buyer, Buyer Name (“Buyer”), having a principal place of business at Buyer’s Address from ARCH Account.

TriMetis Life Sciences, LLC, a Delaware Limited Liability Company, having a principal place of business at 2095 Exeter Rd., Suite 80302, Germantown, TN 38138, is a party to this Agreement for the sole purpose of providing SaaS
based software solutions through TriMetis’ ARCH Marketplace. The terms and use of the ARCH and the related TriMetis Services (defined in SaaS) are
governed by the Software as a Service Agreements. TriMetis has no responsibility for the delivery of the services outlined in this Master Material Transfer Agreement for Biological Materials or the related Signed Quotation (defined below).

1. Subject of the Agreement. This Agreement is a master agreement
   containing all of the terms and conditions that govern the transactions
   conducted in the TriMetis ARCH system and the related Signed Quotations (as
   defined below) for the procurement of Biological Materials (as defined below)
   from Supplier that may be ordered by Buyer.
   
   
2. Objectives of the Agreement. This Agreement is intended to form
   the contractual basis of an on-going relationship between
   Supplier and the Buyer, by setting out the contractual conditions under which
   Supplier will provide human biological samples and related clinical information
   (if any) (collectively, the “Biological Materials”) via the ARCH system as
   requested by Buyer from time to time via the ARCH inventory listing or via a
   Buyer Inquiry in ARCH via an approved quote or purchased inventory item for
   the project to Supplier (“Signed Quotation”). These transactions will be
   managed via ARCH. Each such Signed Quotation issued by Buyer shall be
   conducted based upon the terms and conditions of this Agreement and shall
   constitute a separate and distinct agreement between Buyer and Supplier.    
   
   
3. Scope of Services. Supplier will provide all necessary effort and materials
   to deliver to Buyer in a timely manner, Biological Materials conforming to the
   specifications set forth in any Signed Quotation. The terms associated with the
   return of sample will be documented in the Supplier’s Signed Quotation. Buyer
   is responsible to pay Supplier, in accordance with Section 6 of this Agreement
   for any Biological Samples that meet the requirements outlined in the Signed
   Quotation.
   
   This Agreement shall apply to any Signed Quotation and to any services
   performed pursuant thereto. Each such Signed Quotation shall constitute a
   separate and distinct contract between Buyer and Supplier, it being understood
   and agreed, however, that the terms and conditions of this Agreement shall be
   deemed incorporated by reference in each such Signed Quotation and shall
   take precedence over any contrary or inconsistent terms and conditions
   appearing or referred to in any such Signed Quotation. Supplier agrees that
   Buyer may transfer Biological Materials to one or more of its affiliates, as well
   as entities designated by Buyer to perform analytic services on the Biological
   Materials (collectively referred to as “Agents”).
   
   Under no circumstances shall the Biological Materials be injected into a human
   or otherwise administered to any human subject for the treatment, diagnosis,
   prognosis or other evaluation of human patients
   

4. Representations and Warranties. Supplier represents and warrants that:
   
   (i) it is authorized to transfer the Biological Materials to Buyer and its Agents
   without any additional consideration to the donor, the donor’s heirs and legal
   representatives, or the collecting organization,
   
   (ii) the Biological Materials supplied hereunder may be transferred and used by
   Buyer and its Agents in commercial research,
   
   (iii) the Biological Materials and the biological materials from which they were
   derived, were collected, obtained and produced by the Supplier and other
   parties that supplied the Biological Materials or such materials to the Supplier,
   and any other parties who were in prior possession of the Biological Materials
   or such materials (all of such other parties are herein referred to as the “Prior
   Providing Organizations”) in full compliance with all applicable laws and
   regulations, including without limitation a) any required ethical or other review
   and approval and b) any applicable requirements for the informed consent of
   the donor of the Biological Materials or materials from which they were derived;
   for both a) and b) as required by local, state and/or federal law, statute or
   regulation and administered by the collecting organization, through protocols
   that follow the guidelines recommended by and codes of practice issued by the
   authorities competent and/or responsible for the donation, use, importation,
   exportation and/or storage of samples such as the Biological Materials for use
   in biomedical commercial research, and in accordance with informed consent
   which includes the donor’s or the donor’s legal representative’s, next of kin’s
   or other authorized person’s, as applicable, signing a written informed consent
   that includes, at a minimum, that (1) the Biological Materials or materials from
   which they were derived may be used in commercial research which could
   result in commercial gain, (2) the Biological Materials may be transferred to
   entities (including for-profit companies) other than the site at which the tissue
   was originally collected (including sites in other jurisdictions), (3) the extent to
   which Biological Materials will be associated with information identifying the
   donor, (4) information regarding the donor may be transferred and used with
   the Biological Materials, (5) the research use of Biological Materials may result
   in commercial gain, and that the donor has been told not to expect to benefit
   from any commercialization of the research results, (6) researchers may file
   patents or otherwise protect research results, and (7) the use of the Biological
   Materials may involve whole genome sequencing and DNA and/or RNA
   analyses;
   
   (iv) the Biological Materials and data (if any) supplied by Supplier hereunder
   shall be anonymized in the sense that any and all identifiable and/or traceable
   links to the original donor have been removed, and in no event shall Supplier
   provide any materials or data to Buyer that discloses personal identifiers of any
   donor;
   
   (v) collection and supply of the Biological Materials hereunder does not
   knowingly infringe or violate any patent, copyright, trade secret, proprietary or
   other right of any third party.
   

5. Regulatory Compliance. Supplier and Buyer each agree to obtain, transfer
   and use the Biological Materials in compliance with all applicable statutes and
   regulations.

6. Compensation. As full consideration for Biological Materials provided under
   a Signed Quotation, Buyer shall pay Supplier, in ARCH via credit card, in
   accordance with the fee schedule set forth in the applicable Signed Quotation.
   While Supplier represents and warrants that it does not charge for the
   Biological Materials themselves, Buyer agrees to reimburse Supplier for the
   costs associated with the provision of the Biological Materials. The amounts
   paid by Buyer shall compensate Supplier for its services, efforts, costs and
   expenses associated with the provision of the Biological Materials, including
   without limitation procurement, testing, preparation, treatment and cultivation
   of the Biological Materials; related project management; obtaining ethics and
   other approvals, as well as licenses and relevant documentation; development,
   indexing, tracking and maintenance of the Biological Materials; shipment
   preparation as well as shipment, handling and packaging. Buyer also agrees
   to pay TriMetis, in ARCH via credit card, non-refundable ARCH Transaction
   Fees in accordance with SaaS. These Transaction fees are non-refundable
   regardless of any returns associated with Biological Material.

7. Term of this Agreement. This Agreement shall come into force on the last
   date of execution of this Agreement (the “Effective Date”), and shall continue
   in force until terminated by Buyer, which may be done at any time, for any
   reason or for no reason, by giving Supplier thirty (30) days notice. Termination
   of this Agreement shall not automatically terminate any Signed Quotation (s)
   that Supplier has accepted but not fulfilled, or this Agreement as it applies to
   such Signed Quotation(s).

8. Use of Name. Neither party shall use the name of the other, or the name of
   any staff of either, in any form of advertising or promotion without the prior
   written approval of the other and any individual whose name is planned to be
   so used.

9. Invention and Patents. The rights of ownership and disposition of all
   results, data, and intellectual property, including inventions, whether patentable
   or not, derived from the Biological Materials supplied to Buyer by the Supplier
   under this Agreement, or Buyer’s use thereof, shall reside solely with Buyer.

10. Privacy of Personal Information. The Supplier will process all Personal
    Information it acquires under or in connection with this Agreement in
    compliance with all applicable data protection laws, including but not limited to
    the data protection laws of the United States Health Insurance Portability and
    Accountability Act (HIPAA) and various localities therein. “Personal
    Information” means any information that can be used to identify, describe,
    locate or contact an individual, including (a) name or initials; (b) home or other
    physical address; (c) telephone number; (d) email address or online identifier
    associated with the individual; (e) social security number or other similar
    government identifier; (f) employment, financial or health information; (g)
    information specific to an individual’s physical, physiological, mental,
    economic, racial, political, ethnic, ideological, cultural or social identity; (h)
    photographs; (i) dates relating to the individual (except years alone); (j)
    financial account numbers; (k) genetic material or information; (l) business
    contact information and (m) any other information relating to an individual that,
    alone or in combination, with any of the above, can be used to identify an
    individual. The Personal Information acquired in the course of performance of
    this Agreement, from time to time may be transferred to, stored or otherwise
    processed in the United States or other countries that have privacy and data
    protection laws that differ from, or are not as stringent as, those where the
    Agreement was executed or where the individual(s) resides.

11. Liability; Indemnification. Supplier is and will at all times be acting as an
    independent contractor in the performance of this work and not as the agent or
    joint venturer of Buyer. Both parties shall indemnify, defend and hold harmless
    the other party, and such other party’s directors, officers, employees, agents
    and affiliates, from and against any and all claims, actions, liabilities, costs and
    expenses (including without limitation judgment and settlement costs, court
    costs and attorneys’ fees) arising out of or relating to, or alleged to arise out of
    or relate to, negligent or intentional acts or omissions of the indemnifying party
    or any failure by the indemnifying party to perform any obligation or covenant
    of the indemnifying party in this Agreement.
    
    Supplier and Buyer shall indemnify, defend and hold harmless TriMetis, and its
    directors, officers, employees, agents and affiliates, from and against any and
    all claims, actions, liabilities, costs and expenses (including without limitation
    judgment and settlement costs, court costs and attorneys’ fees) arising out of
    or relating to, or alleged to arise out of or relate to, Buyer and Supplier’s
    obligations under this Agreement as well as negligent or intentional acts or
    omissions of the Buyer or Supplier or any failure by the Buyer or Supplier to
    perform any obligation or covenant of the indemnifying party in this Agreement.
    This indemnification does not indemnify TriMetis from its responsibilities
    outlined in the SaaS.
    

12. Waivers. All conditions, covenants, duties and obligations contained in this Agreement may be waived only by written amendment. Forbearance or indulgence in any form or manner by a party shall not be construed as a waiver, nor in any way limit the legal or equitable remedies available to that party.

13. Amendment. No amendment, modification, or supplement to this Agreement shall be binding upon the parties unless it is signed by authorized representatives of both parties.

14. Governing Law. The Parties have agreed to remain silent as to the governing law.  

15. Confidentiality. Supplier and Buyer shall comply with all applicable federal, state, and local laws and regulations relating to confidentiality and privacy, including but not limited to, applicable HIPAA laws and regulations relating to privacy.

15.1 Confidential Information. 
15.1.1 Confidential Information includes but is not limited to the following:

i. Donor medical records and information.
ii. Any other donor- or patient-identifiable information.
iii. Any non-public information about Buyer’s business operations.
iv. TriMetis’ imaging and computer-aided pathology quality control machine learning applications (TCAP) and the data generated by TCAP, including but not limited to imaging, optical coherence tomography program, tissue quality control algorithms, technology platforms, targets, products, pricing terms, programming techniques, customers, and Buyers of Supplier

15.1.2 Any Confidential Information described in (i), (ii) and (iii) above shall be automatically deemed Confidential Information without further identification.  

15.1.3 The obligation to keep information confidential shall not apply to:

i. Information that is shown to have been in the possession of the receiving party before being disclosed by the disclosing party;
ii. Information which is now, or later becomes, generally available to the public through no fault of any party to this Agreement;
iii. Information which is received from a third party who is not under an obligation of confidentiality; or
iv. Information developed independently of any disclosure by the disclosing party or was known to the recipient prior to its receipt from the disclosing party, as shown by contemporaneous written evidence; or
v. Information required to be released by law to any governmental entity with jurisdiction provided that the other party is notified prior to making such release of information.

15.1.4 Supplier will take reasonable steps to insure the physical security of any confidential data under its control. Supplier will inform each of its employees, students or agents having any involvement with personal data or other confidential information of the laws and regulations relating to confidentiality.

15.1.5 Any other use or disclosure is prohibited except as expressly authorized by applicable law.

15.1.6 The confidentiality provisions of this Agreement, including, but not limited to this Article, shall survive the termination of this Agreement.

16. Notices. Any notices which either party may be required or shall desire to give under the Agreement shall be deemed to be duly given when in writing and delivered personally, mailed by registered mail, certified mail or delivered by courier service to the party to whom notice is to be given, at the address specified below or such other address or addresses of which such party shall have given notice not less than seven (7) days before the notice is dispatched.
    Notices shall be given to the following address for each party: 

Supplier 

Suppliers ARCH Address and Email are available via their account

Buyer 

Buyers ARCH Address and Email are available via their account 

TriMetis Life Sciences, LLC 

2095 Exeter Rd., Suite 80302, Germantown, TN 38138

Info@TriMetisls.com

17. Severability. If any provision of this Agreement is declared or found to be illegal, unenforceable, or void, then both parties shall be relieved of all obligations under that provision.  The remainder of the Agreement shall continue to be enforced to the fullest extent permissible by law.

18. Paragraph Headings. Headings used herein are for reference and convenience only and are not to be used in construing this agreement.

20. Entire Agreement. This Agreement constitutes the entire agreement of the parties and supersedes any and all prior and contemporaneous oral and written agreements, representations and negotiations between the parties relating to the subject matter contained herein.

Accepted by Supplier – Supplier signature and date stored in ARCH 

Accepted by Buyer – Buyer name and date stored in ARCH 

TriMetis Life Sciences, LLC signature and date stored in ARCH