This document outlines the general terms of conditions for work conducted by Eligochem Limited.  These terms and conditions may be cross reference by a corresponding quotation or statement of work and when accepted by signature or issuing of a purchase order form part of the agreement between Eligochem and the Client.

It is agreed as follows:

Definitions
In this Agreement the following words and expressions shall have the following meanings unless the context otherwise requires:

Commencement Date: The commencement date defined in a statement of work or quotation cross referencing these terms and conditions.

Supplier: Any firm or company to whom Eligochem Contracts for Services on behalf of The Client including Eligochem consultants and associates.

Services: The provision of drug research and development services to be performed by Eligochem directors, employees or Suppliers under this Agreement as detailed in appended statements of work which cross reference these terms and conditions.

Termination Date: The termination date of this Agreement shall be not less than the notice period specified under the termination clause in this Agreement. Each statement of work may have its own notice period separate to but bound by these terms of conditions.

Appointment
With effect from the Commencement Date, Eligochem is appointed to carry out the Services for The Client, such services to be provided using reasonable skill and care. The appointment shall be non-exclusive and shall allow freedom to provide services outside of this Agreement without let or hindrance.

Duties
During Eligochem’s appointment, Eligochem agrees:

• to devote such of Eligochem and its Supplier’s time, attention and skill to the business of The Client as shall, in the opinion of The Client, be necessary for the proper and timely performance of the Services and will carry out all the tasks outlined in a separate statement of work cross referencing these terms and conditions outlining the objectives, timelines, responsibilities and costs of each project and formally accepted in writing by Eligochem, or in quotations from Eligochem that are formally accepted in writing by The Client.
• to carry out the services in an expert and diligent manner and to deliver all services to the timelines and budget as described in the corresponding statement of work or accepted quotation.
• to the best of Eligochem’s ability, promptly and faithfully to comply with and observe all lawful, reasonable and proper requests that may from time to time be given to them by The Client;
• during term of this Agreement Eligochem  undertakes not to accept any other engagements that lead or might lead to any conflict of interest regarding confidentiality obligations between Eligochem and The Client, and
• to keep The Client informed of progress on the Services and in particular to liaise with  The Client’s appointed representative in respect of the advancements in performance of the Services and potential obstacles as they develop.

While Eligochem and its Supplier’s method of working are entirely their own and are not subject to the control of The Client, Eligochem and its Suppliers shall nevertheless comply with any reasonable requests of The Client and will provide the Services to the satisfaction of The Client.

The Client will make available to Eligochem the services of their employees, associates and logistical support processes as appropriate and as defined in the SOW or accepted quote to carry out their work.

Delegation of work
The Client shall not be obliged to provide Eligochem with any work and Eligochem will not be obliged to accept or perform any work offered, unless and until The Client has requested and Eligochem has agreed to perform such work.

If Eligochem or its Suppliers are unable at any time to perform the Services due to Force Majeure, Eligochem may delegate performance of the Services to such suitably qualified and experienced companies as Eligochem may from time to time deem appropriate. This delegation will be subject to The Client’s consent, which will not be unreasonably withheld. Eligochem must notify The Client if this power to delegate is exercised and provide details of the name and appropriate qualifications of the delegate.

Any work found to be unsatisfactory to The Client will be corrected at Eligochem’s own cost. This does not include work contracted by The Client to Suppliers outside the scope of this Agreement and its SOWs.

Change of Scope of Work/Project
Should the scope of an agreed SOW change to such an extent that Eligochem feels it is no longer appropriate for them to continue to provide all the services, Eligochem may elect to withdraw from the project without forfeiting the right to get payments for the work that has been completed for that project, provided that Eligochem has kept The Client appraised of the project progression.

Payment
SOWs will be agreed prior to commencement of studies detailing the payments from The Client for the work.

Eligochem shall submit invoices to The Client detailing the Services completed and the fees due in respect thereof. All payments will be made within thirty (30) days of receipt of correct invoice from Eligochem. Where Eligochem is liable for value added tax, value added tax will be clearly shown separately on such invoices. The total value will not exceed the previously agreed in study SOWs without written amendment of the SOW.

In the event that there are periods when there are no Services for Eligochem to perform, Eligochem shall not be paid a retainer for these periods. The fee is payable only in respect of Services actually provided.

Payments will be deemed to be accurate unless objections in writing are received from The Client within one (1) calendar month of the payment.

Confidentiality
Eligochem hereby agrees that during the course of Eligochem’s appointment under this Agreement during exploratory discussions leading to the provision of services and whilst providing services Eligochem is likely to obtain knowledge of trade secrets and other confidential information with regard to the business and financial affairs of The Client, details of which are not in the public domain (“Confidential Information”), including in particular trade secrets, business procedures and all information deemed as competitive and confidential in any format, and accordingly Eligochem hereby undertakes to and covenants with The Client that:

• Eligochem shall not at any time after the Termination Date use or procure the use of the name of The Client in connection with Eligochem’s own or any other name in any way calculated to suggest that Eligochem continues to be connected with the business of The Client or in any way hold out as having such connection;
• Eligochem shall not use the Confidential Information other than during the continuance of this Agreement and in connection with the provision of the Services; and
• Eligochem shall not at any time after the date of this Agreement (save as required by law) disclose or divulge to any person other than to officers or employees of The Client whose province it is to know the same Confidential Information and Eligochem shall use Eligochem’s best endeavours to prevent the publication or disclosure of any Confidential Information by any other person.

Eligochem will warrant and keep confidential and not use, divulge or communicate any The Client project information, trade secrets or other confidential information and will declare a conflict of interest if they are providing services to another The Client on the same drug target at the same time.

Eligochem will not publish any literature, deliver any lecture or make any communication to the media (including the press, radio, television or the internet) relating to The Client’s business or any Company or project information, trade secrets or other confidential information without the prior written authority of The Client.

The obligations of confidentiality, non-disclosure and non-use set forth herein shall remain in full force and effect during the term of this Agreement and for a period of ten (10) years thereafter.  This restriction shall cease to apply to information or knowledge that comes into the public domain otherwise than by reason of the default of Eligochem.

Intellectual Property
All rights, titles and interests of whatever nature and all intellectual property rights and moral rights in any works undertaken or produced by Eligochem and its Suppliers under or in connection with this Agreement and related services will vest in and belong to The Client. However, any results, findings and improvements independently generated by Eligochem and its Suppliers relating to the proprietary process or analytical aspects (Technical Knowhow) shall be exclusively owned by Eligochem or its Suppliers and if required for the effective usage of Service deliverables, Eligochem or its Suppliers shall grant The Client a non-exclusive, irrevocable, royalty-free, sub-licensable, worldwide license to use and modify such Technical Knowhow. Eligochem and its Suppliers will undertake to take all steps required to vest such intellectual property rights to The Client before or after the termination of this Agreement, in return for reasonable compensation required to do this

As appropriate, The Client will retain ownership of Intellectual Property rights and documents and all other materials and data provided to Eligochem and its Suppliers in the context of this Agreement. For the avoidance of doubt, The Client shall not be deemed to have granted Eligochem and its Suppliers a license to use documents or other materials or information other than for the proper performance of the Services covered by this Agreement.

Eligochem and its Suppliers guarantees and agrees to ensure that Services provided by Eligochem and its Suppliers under this Agreement will not breech any intellectual property rights of any third party and will not use any third party intellectual property rights without prior authorisation of the third party. Eligochem and its Suppliers will indemnify The Client against all actions, claims, costs, expenses, damages, demands and liabilities resulting or arising from a claim by a third party that the work performed by Eligochem and its Suppliers knowingly infringes the intellectual property rights of a third party. For clarity, this does not include liability for work conducted by other contract research organisations for The Client.

Delivery of documents
Upon the expiration or termination of Eligochem’s appointment under this Agreement for whatsoever cause or otherwise on request, Eligochem shall forthwith deliver up to The Client or its authorised representative all documents and any other information which may be in Eligochem’s possession, custody or control and which are the property of The Client or which otherwise relate in any way to the business or affairs of The Client and no copies of the same or any part thereof shall be retained by the Eligochem, except as required for maintaining proper legal, accounting or tax records. Eligochem shall then (if required by The Client) make a declaration that the whole of the provisions of this clause have been complied with. It is recognised that a copy of non-proprietary public information collated by Eligochem during the course of provision of Services can be retained by Eligochem as general learning.

Termination
Either party shall have the right at any time to terminate this Agreement by giving not less than one month’s notice in writing to the other party. Each SOW appended to this Agreement will have its own notice period separate to but bound by this Agreement.

In addition, The Client shall have the right to terminate this Agreement at any time by summary notice without any payment in lieu in the event of Eligochem:

• being in material or persistent breach of any of the terms of this Agreement and subsequent to a formal dispute resolution procedure mutually agreed and subject to the option of an independent arbitration or grievance procedure.
• persistently and wilfully neglecting or becoming incapable for any reason of efficiently performing the Services, including a failure to remedy any fault in work produced within a reasonable period of time of being notified of that fault; or

Eligochem shall have no claim against The Client in respect of the termination of Eligochem’s appointment for any of the reasons specified above, except for payment towards completed Services.

In addition, The Client shall have the right to terminate this Agreement at any time by summary notice in the event of Eligochem having a bankruptcy or insolvency order made against them or making any arrangement with Eligochem’s creditors or having an interim order made against them;

Upon the termination of this Agreement and Eligochem will cease executing The Client’s services and will return all Company property. Final fee for work already completed to a satisfactory standard will be paid when all property is returned in good condition.

Tax liabilities
The Client and Eligochem declare and confirm that it is the intention of the parties that Eligochem shall be responsible for all income tax liabilities and national insurance or similar contributions in respect of Eligochem’s fees and accordingly Eligochem hereby agrees to indemnify The Client in respect of any claims that may be made by the relevant authorities against The Client in respect of income tax and national insurance or similar contributions relating to Eligochem ‘s services under this Agreement.

Warranties
Eligochem warrants to The Client that:

• by entering into this Agreement Eligochem will not be in breach of any obligations to or agreements with any third party;
• Eligochem will take out and maintain throughout the term of this Agreement and for the Services provided hereunder, adequate Employer’s liability insurance coverage (minimum USD 10 million as aggregate cover) to protect Eligochem against any liabilities arising out of this Agreement and in respect of all and any additional workers Eligochem utilises to carry out the Services and shall produce, on request, a copy of the insurance policy certificate for inspection by The Client.

Data protection
Eligochem and The Client agree to comply with all applicable data protection legislation.

No employment
Nothing in this Agreement shall render or be deemed to render Eligochem an employee or agent of The Client and Eligochem agrees they are an independent Service Provider and not an employee or agent of The Client. This Agreement does not create any mutuality of obligation between Eligochem and The Client.

Force majeure
If either party to this Agreement is prevented or delayed in the performance of any of their respective obligations under this Agreement by “force majeure”, then such party shall be excused from performance for so long as such cause or delay shall continue.

For the purposes of this Agreement, “force majeure” shall be deemed to be any cause affecting the performance of this Agreement arising from or attributable to acts, events, omissions or accidents beyond the reasonable control of either party and shall include, but not be limited to:

• strikes, lockouts or other industrial action;
• civil commotion, riot, act of terrorism, war threat or preparation for war;
• fire, explosion, storm, flood, earthquake, subsidence, epidemic, bad weather or other natural physical disaster;
• impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport; and
• political interference with the normal operations.

Health and safety
Eligochem agrees to comply with their national health and safety law and practices and is responsible for taking care of Eligochem’s staff and other persons who may be affected by Eligochem’s acts or omissions.

Entire agreement
This Agreement contains the entire agreement and understanding of the parties relating to the subject matter of this Agreement and extinguishes all previous agreements between the parties relating to the subject matter hereof.

Survival of causes of action
The termination of this Agreement, howsoever occurring, shall not affect the rights and liabilities of the parties accrued at that time.  It will also not affect the periods of restrictions in force that are expressed after such termination.

Waiver
The failure of any party to insist upon strict performance of any provision of this Agreement or the failure of any party to exercise any right or remedy to which The Client is entitled hereunder shall not constitute a waiver thereof and shall not cause a diminution of the obligations under this Agreement.

No waiver of any of the provisions of this Agreement shall be effective unless it is expressly stated to be such and signed by all the parties to this Agreement.

Severability
If any provision of this Agreement is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction, such provision shall be severed and the remainder of the provisions of this Agreement shall continue in full force and effect as if this Agreement had been signed with the invalid, illegal or unenforceable provision eliminated.

Notices
Any notice to be given pursuant to the terms of this Agreement shall be in writing and shall be delivered by hand or sent by post to the address of the addressee as set out in this Agreement or such other address as the addressee may from time to time have notified for the purpose of this clause, or sent by facsimile transmission to the addressee’s fax number as from time to time notified.

Law and jurisdiction
This Agreement is governed by the laws of England and Wales and the parties submit to the jurisdiction of the courts of England and Wales