Fueling discovery with data.

GENOMA BIOINFORMATICS LLC
MASTER SERVICE AGREEMENT (MSA)
Effective Date: [Insert Date]

This Master Service Agreement (“Agreement”) is entered into by and between:
Genoma Bioinformatics LLC (“Company”), located at [Genoma Bioinformatics], and
[Client’s Name/Company Name] (“Client”), located at [Client’s Address].

The parties agree as follows:

1. Scope of Services

  1. Services: The Company agrees to provide the Client with bioinformatics services, including but not limited to data analysis, cloud-based collaboration tools, and subscription support services (the “Services”).
  2. Statements of Work (SOWs): Specific projects or services will be outlined in separate SOWs, which will be incorporated into this Agreement by reference.

2. Payment Terms

  1. Fees: The Client agrees to pay the Company the fees outlined in the applicable SOW or invoice.
  2. Invoicing: The Company will issue invoices monthly or upon completion of specific milestones, as outlined in the SOW.
  3. Payment Methods: Payment can be made via credit card, bank transfer, or PayPal.
  4. Late Fees: A 20% late fee will be accrued on the 31st day after the invoice date and every 30 days thereafter.

3. Confidentiality

  1. Definition: “Confidential Information” includes all non-public, proprietary, or sensitive information disclosed by one party to the other.
  2. Obligations: Each party agrees to:
    • Use Confidential Information solely for the purpose of performing its obligations under this Agreement.
    • Protect Confidential Information with reasonable care.
    • Not disclose Confidential Information to any third party without prior written consent.

4. Intellectual Property (IP)

  1. Ownership: The Company retains ownership of all pre-existing IP and any IP developed independently of this Agreement.
  2. Client Data: The Client retains ownership of all data provided to the Company for analysis or processing.
  3. License: The Client grants the Company a non-exclusive, royalty-free license to use the Client’s data solely for the purpose of providing the Services.

5. Data Protection

  1. GDPR and HIPAA Compliance: The Company will comply with the General Data Protection Regulation (GDPR) and the Health Insurance Portability and Accountability Act (HIPAA) as applicable.
  2. Security Measures: The Company will implement appropriate technical and organizational measures to protect data, including encryption and access controls.

6. Limitation of Liability

  1. No Consequential Damages: Neither party will be liable for any indirect, incidental, special, or consequential damages arising out of or related to this Agreement.
  2. Maximum Liability: The Company’s maximum liability for any claim is limited to the total fees paid by the Client in the 12 months preceding the claim.

7. Term and Termination

  1. Term: This Agreement begins on the Effective Date and continues until terminated by either party.
  2. Termination for Cause: Either party may terminate this Agreement for material breach upon 30 days’ written notice, provided the breach is not cured within the notice period.
  3. Termination for Convenience: Either party may terminate this Agreement for any reason upon 60 days’ written notice.
  4. Effect of Termination: Upon termination, the Client must pay all outstanding fees, and the Company will return or delete the Client’s data as specified in the applicable SOW.

8. Governing Law

This Agreement is governed by the laws of the State of Nebraska, without regard to its conflict of law principles.

9. Dispute Resolution

  1. Negotiation: The parties agree to attempt to resolve disputes through good-faith negotiation as described in the Dispute Resolution Policy.
  2. Mediation: If negotiation fails, the parties agree to mediate the dispute with a neutral third party as described in the Dispute Resolution Policy.
  3. Arbitration: If mediation fails, the parties agree to submit the dispute to binding arbitration in Omaha, Nebraska as described in the Dispute Resolution Policy.

10. Miscellaneous

  1. Entire Agreement: This Agreement constitutes the entire understanding between the parties and supersedes all prior agreements or understandings.
  2. Amendments: Any amendments to this Agreement must be in writing and signed by both parties.
  3. Assignment: Neither party may assign this Agreement without the prior written consent of the other party.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.

Genoma Bioinformatics LLC
By: ___________________________
Name: _________________________
Title: _________________________
Date: ___________________________

[Client’s Name/Company Name]
By: ___________________________
Name: _________________________
Title: _________________________
Date: ___________________________