STANDARD TERMS AND CONDITIONS

Last Modified: June 7, 2024

These Standard Terms and Conditions are a part of the Engagement Letter (the “Engagement Letter”) between Trial Risk Index, Inc. (DBA BioPhy), a Delaware corporation (“BioPhy”), and the counterparty (individual or entity) set forth therein (“Client”).

Client and BioPhy are sometimes hereinafter referred to collectively as the “Parties” and individually as a “Party.” Certain definitions of capitalized terms used in this Agreement are set out in Article 8. Other capitalized terms are defined throughout this Agreement.

Article 1.
GENERAL OBLIGATIONS

Section 1.1 Services.  The Parties may enter into one or more statements of work setting forth the Services and other activities to be conducted by BioPhy (each, a “Statement of Work” or “SOW”).  Each SOW shall identify: (a) a description of the Services to be provided by BioPhy; (b) the schedule under which such Services are to be performed; (c) the deliverables to be provided by BioPhy to Client (the “Deliverables”); (d) each Party’s primary contact for performance and receipt of the Services; and (e) the Fees (as defined below). Client acknowledges and agrees that the Deliverables are Confidential Information of BioPhy. Each SOW shall be signed by authorized Representatives of both Parties.  Unless otherwise agreed by the Parties in writing, all SOWs that are entered into under this Agreement shall be governed by the terms of this Agreement and are hereby made part of and incorporated into this Agreement.  In the event of a conflict between these Standard Terms and Conditions, and the Engagement Letter or a SOW, the terms of the Engagement Letter or a SOW shall prevail.  Each SOW may only be modified by the written agreement of both Parties. The initial SOW is set forth in the Engagement Letter.

Section 1.2 Performance of Services.  BioPhy shall, and shall cause its Representatives and permitted subcontractors to, perform all of the services set forth in any SOW (including the delivery of the Deliverables), together with any services not specifically described in such SOW but which are inherent in, or a necessary part of, the services described in such SOW, or are reasonably required for proper performance of such services (collectively, the “Services”). 

Section 1.3 Materials.  Client will provide the materials identified in a SOW, if any, to BioPhy for the performance of the Services.  BioPhy’s performance of the Services may be dependent on Client’s provision of these materials, as well as Client’s timely and effective responses to BioPhy’s further inquiries or document requests and/or the quality, completeness, or accuracy of data or records provided to BioPhy (collectively, the “Materials”). The failure of Client to respond to such inquiries or document requests in a timely manner and/or provide complete, accurate, or usable data or records could adversely affect BioPhy’s ability to perform all or some of the Services. BioPhy will not, and has no obligation to, verify the accuracy and completeness of the information submitted to BioPhy pursuant to the Agreement or the lawfulness of such submission. Client agrees that BioPhy shall not have, and BioPhy hereby disclaims, responsibility for any damages, losses, costs, fees or expenses, whether arising from tort, contract, or any other theory of law, resulting from any inaccuracy or incompleteness in the information provided to BioPhy, or if the provision of such information to BioPhy is determined to be unlawful. Any Materials identified by Client in writing as confidential at the time of disclosure to BioPhy will be considered Confidential Information of Client.

Section 1.4 Fees.  In consideration of BioPhy’s performance of the Services pursuant to a SOW, Client shall pay to BioPhy the fees as set forth in such SOW (the “Fees”).  Unless otherwise specified in the SOW, Client shall pay the amount of each invoice from BioPhy within thirty (30) days from the date of the invoice. If any invoice remains unpaid for more than ninety (90) days from the date of Client’s receipt of such invoice, BioPhy shall have the right, in addition to any other rights and remedies under this Agreement, to suspend performing some or all of the Services until such invoice has been paid.

Article 2.
GENERAL REPRESENTATIONS AND WARRANTIES; INDEMNIFICATION

Section 2.1 General Warranties.  Each Party represents and warrants to the other Party that:

(a) the execution, delivery, and performance of this Agreement and each SOW by such Party have been duly authorized by all necessary action on the part of such Party;

(b) this Agreement and each SOW, when executed and delivered by such Party in accordance with the provisions hereof, will be a legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar Laws affecting the enforcement of creditors’ rights generally and by general principles of equity;

(c) such Party’s execution, delivery and performance of this Agreement and each SOW shall not constitute a violation, breach or default under any contract, instrument, obligation or agreement to which it is a Party or by which it is bound; and

(d) such Party shall comply with all applicable Laws in connection with the performance of its obligations under this Agreement.

Section 2.2 Indemnification.  The Parties agree to defend, indemnify and hold harmless (“Indemnifying Party”) each other, and their Representatives from and against any and all losses, liabilities, damages, actions, suits, demands or claims brought by any Third Party (including amounts paid in settlement, reasonable costs of investigation and reasonable attorneys’ fees and disbursements), to the extent arising out of (a) the gross negligence, bad faith or intentional or willful misconduct of the Indemnifying Party or its Representatives or permitted subcontractors, (b) the material violation of Law by the Indemnifying Party or its Representatives or permitted subcontractors in connection with the Indemnifying Party’s performance under this Agreement, and (c) the material breach of this Agreement by the Indemnifying Party or its Representatives or permitted subcontractors.

Section 2.3 Limitation of Liability.  NEITHER BIOPHY NOR CLIENT SHALL BE LIABLE TO THE OTHER FOR ANY PUNITIVE, CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY OR SPECIAL DAMAGES (INCLUDING LOST REVENUES OR LOST PROFITS), WHETHER IN CONTRACT OR IN TORT, IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES.  THE FOREGOING DOES NOT LIMIT EITHER PARTY’S LIABILITY WITH REGARDS TO ITS INDEMNIFICATION OBLIGATIONS WITH RESPECT TO THIRD PARTY CLAIMS OR LIABILITY FOR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS OR A BREACH OF CONFIDENTIALITY UNDER Article 4.

Article 3.
DATA PROTECTION.

Section 3.1 Personally Identifiable Information. To the extent (if any) that either Party receives or provides personally identifiable information (“PII”) while performing or receiving Services, the Parties agree that they will comply with the data privacy laws applicable to its provision or receipt of such PII. The Party providing such PII is responsible for providing, obtaining and maintaining any notices, consents or approvals necessary to make such information available to the other Party for processing and use. Client agrees that any PII relating to Client’s Representatives provided to BioPhy in connection with the performance of the Services may be used and processed by BioPhy in connection with the administration and provision of the Services, and to identify and inform Client (including Client’s Representatives) of additional BioPhy services which may be of interest to them.

Article 4.
CONFIDENTIALITY AND NON-USE

Section 4.1 Obligations of Confidentiality.  The Party receiving Confidential Information (“Receiving Party”) shall (a) maintain any Confidential Information in confidence; and (b) take all necessary and reasonable precautions to prevent Confidential Information from being disclosed to any unauthorized Third Party.  Receiving Party may disclose Confidential Information to its Representatives and permitted subcontractors; provided that (i) Receiving Party advises its Representatives and permitted subcontractors of the confidential nature thereof and (ii) such Representatives and permitted subcontractors are bound by confidentiality obligations at least as stringent as those set forth herein.  Receiving Party shall be liable to the Party disclosing Confidential Information (“Disclosing Party”) for any failure by any of its Representatives or permitted subcontractors to comply with this Article 4 with respect to Disclosing Party’s Confidential Information.

Section 4.2 Exclusions.  Confidential Information shall not include information that Receiving Party demonstrates:

(a) is in the public domain as of the Effective Date, or subsequently enters the public domain through no fault or act of Receiving Party;

(b) is known to Receiving Party prior to disclosure from Disclosing Party;

(c) that Receiving Party received from any Third Party not under any obligation to Disclosing Party to keep such information confidential; or

(d) was independently developed by Receiving Party without reliance upon or use of the Confidential Information of Disclosing Party.

Section 4.3 Compelled and Mandatory Disclosures.

(a) In the event that Receiving Party is required by judicial or administrative process to disclose Confidential Information, Receiving Party shall, as permitted by law, use commercially reasonable efforts to promptly notify the Disclosing Party and allow the Disclosing Party a reasonable time to oppose such process or to seek limitations on the portion of the Confidential Information that is required to be disclosed. If, despite opposition by the Disclosing Party, Receiving Party is nonetheless required by judicial or administrative process to disclose any part of Confidential Information, Receiving Party may disclose such Confidential Information without liability under this Agreement, except that Receiving Party shall furnish only that portion of the Confidential Information which is legally required.

(b) In the event that any Confidential Information is produced or disclosed pursuant to this Section 4.3, such Confidential Information shall not lose its confidential status through such use, and Receiving Party shall take all reasonable and necessary steps to protect the confidentiality of such Confidential Information during such use.

Section 4.4 Survival.  The obligations of confidentiality and non-use under this Article 4 shall survive the expiration and earlier termination of this Agreement for a period of two (2) years.

Article 5.
INTELLECTUAL PROPERTY

Section 5.1 Ownership of Deliverables and Data.  Subject to the terms and conditions of this Agreement, BioPhy hereby grants to Client a non-exclusive, non-sublicensable, and non-transferable (except in compliance with Section 7.4) license during the term of this Agreement to use of the Deliverables solely for Client's internal business purposes. Any copy of the Deliverables: (x) remains BioPhy's exclusive property; (y) is subject to the terms and conditions of this Agreement; and (z) must include all copyright or other proprietary rights notices contained in the original. Client agrees that the Deliverables do not constitute investment advice or opinions as to the value of securities or the advisability of investing in, purchasing, or selling securities. In addition, Client agrees that BioPhy may, subject to the confidentiality requirements set forth in Article 4, use the Materials to (i) perform the Services, (ii) carry out research and development to further improve BioPhy’s services, products, and applications, and (iii) develop and provide new and existing functionality and services to Client and other BioPhy customers.

Section 5.2 BioPhy Intellectual Property.

(a) In connection with the provision of the Services, the Parties agree that all Deliverables, writings, artificial intelligence and machine learning algorithms and related data, and any other Intellectual Property of any nature whatsoever, that are created, prepared, produced, authored, edited, amended, conceived, or reduced to practice within the scope of the Services provided under this Agreement and all printed, physical, and electronic copies, all improvements, rights, and claims related to the foregoing, and other tangible embodiments thereof (collectively, “Work Product”), shall remain the sole and exclusive property of BioPhy.

(b) This Agreement does not, and shall not be construed to, grant Client or any of its employees or representatives any license or right of any nature with respect to any Work Product, Intellectual Property, or any Confidential Information, materials, software, or other tools controlled by BioPhy (collectively, the “BioPhy Intellectual Property”), except as expressly granted to Client by BioPhy in this Agreement.

(c) Client shall not use the BioPhy Intellectual Property for any purposes beyond the scope of the license granted in this Agreement. Without limiting the foregoing and except as otherwise expressly set forth in this Agreement, Client shall not at any time, directly or indirectly: (i) copy, modify, or create derivative works of the BioPhy Intellectual Property, in whole or in part; (ii) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the BioPhy Intellectual Property; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source code of the BioPhy Intellectual Property in whole or in part; (iv) remove any proprietary notices from the BioPhy Intellectual Property; or (v) use the BioPhy Intellectual Property 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.

(d) BioPhy reserves all rights to its Intellectual Property not expressly granted to Client in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Client or any Third Party, any other right, title, or interest in any Intellectual Property controlled by BioPhy.

(e) If Client or any of its employees or contractors sends or transmits any communications or materials to BioPhy by mail, email, telephone, or otherwise, suggesting or recommending changes to the Deliverables, Work Product, or BioPhy Intellectual Property, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like ("Feedback"), BioPhy is free to use such Feedback irrespective of any other obligation or limitation between the Parties governing such Feedback. Client hereby assigns to BioPhy on Client's behalf, and on behalf of its employees, contractors and/or agents, all right, title, and interest in, and BioPhy 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 BioPhy is not required to use any Feedback.

Section 5.3 Client Intellectual Property.

(a) Client Supplied Intellectual Property shall remain the sole and exclusive property of Client and its Affiliates. Subject to the terms and conditions of this Agreement, Client, on behalf of itself and its Affiliates, hereby grants BioPhy a non-exclusive, non-sublicensable, and non-transferable (except in compliance with Section 7.4) license during the term of this Agreement to use the Client Supplied Intellectual Property solely to perform the Services. “Client Supplied Intellectual Property" means Intellectual Property controlled by Client and made available to BioPhy to perform its obligations under this Agreement and (i) were made, invented, developed, created, conceived, reduced to practice, or have a filing date before the Effective Date; or (ii) were acquired or developed by Client during the term of this Agreement, outside the scope of the Agreement and without the use of, reliance upon, and unrelated to BioPhy’s Confidential Information or the BioPhy Intellectual Property.

(b) This Agreement does not, and shall not be construed to, grant BioPhy or any of its employees or representatives any license or right of any nature with respect to any Intellectual Property or Confidential Information controlled by Client (collectively, the “Client Intellectual Property”), except as expressly granted to BioPhy by Client in this Agreement.

(c) BioPhy shall not use the Client Intellectual Property for any purposes beyond the scope of the license granted in this Agreement. Without limiting the foregoing and except as otherwise expressly set forth in this Agreement, BioPhy shall not at any time, directly or indirectly: (i) copy, modify, or create derivative works of the Client Intellectual Property, in whole or in part; (ii) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Client Intellectual Property; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source code of the Client Intellectual Property in whole or in part; (iv) remove any proprietary notices from the Client Intellectual Property; or (v) use the Client Intellectual Property 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.

(d) Client reserves all rights to its Intellectual Property not expressly granted to BioPhy in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to BioPhy or any Third Party, any other right, title, or interest in any Intellectual Property controlled by Client.

Section 5.4 Use of Names and Trademarks.  Neither Party shall make any oral or written statement or perform any act indicating that the other Party endorses or approves, or has endorsed or approved, such Party or its services.  Nothing contained in this Agreement will be construed as conferring any right to use in advertising, publicity or other promotional activities any name, trade name, trademark, service mark or other designation of a Party (including any contraction, abbreviation or simulation of any of the foregoing) without the prior written approval of such Party. Notwithstanding the foregoing, BioPhy may add Client’s name to BioPhy’s published list of customers.

Article 6.
TERM AND TERMINATION OF AGREEMENT.

Section 6.1 Term.  This Agreement shall commence on the Effective Date and, unless terminated earlier pursuant to this Article 6, shall continue in force and effect until the later of (a) one (1) year from the Effective Date or (b) the End Date specified in the initial SOW in the Engagement Letter or any subsequent SOW (the “Term”).  Each SOW shall commence on the effective date set forth in such SOW and, unless terminated earlier pursuant to this Article 6, shall continue in force and effect until the earlier of the expiration date set forth in such SOW, if any, or the completion by both Parties of all tasks and obligations set forth therein.  All SOWs shall terminate upon the expiration or termination of this Agreement. The Term may only be extended by mutual written agreement of the Parties.

Section 6.2 Termination.  This Agreement and any or all SOWs may be terminated as follows:

Section 6.2.1 Material Breach.  This Agreement (in its entirety) or any SOW may be terminated by either Party (the “Nonbreaching Party”) upon written notice thereof to the other Party (the “Breaching Party”) in the event of a material breach of this Agreement or any SOW by the Breaching Party which is not cured within sixty (60) days after the receipt by the Breaching Party of written notice from the Nonbreaching Party, specifying in reasonable detail the nature of such breach.  If such breach is not cured within this cure period, this Agreement or the applicable SOW shall terminate as set forth in the Nonbreaching Party’s notice of breach and in accordance with the terms of this Article 6; provided, however, that this Agreement or the applicable SOW shall not be terminated prior to the end of such cure period.  If a breach represents a material breach of both this Agreement and a SOW, the Nonbreaching Party may, in its sole discretion, decide to terminate this Agreement or only such SOW.

Section 6.2.2 For Convenience.  This Agreement or any SOW may be terminated by either Party for any or no reason by providing the other Party with written notice at least ninety (90) days prior to the desired effective date of termination.  If Client elects to terminate this Agreement or any SOW pursuant to this Section 6.2.2, BioPhy shall be entitled to receive the full Fees for the Services performed, or partially performed, prior to the termination date of this Agreement or such SOW, as applicable, but Client shall have no other liability to BioPhy as a result of such termination of this Agreement or any SOW.

Section 6.3 Cumulative Remedies.  Except as expressly stated otherwise herein, remedies under this Agreement are cumulative, and nothing in this Agreement shall prevent any Party, in the case of a material breach (after expiration of applicable cure period and notice periods), from terminating this Agreement or any SOW and seeking to enforce its rights under this Agreement.

Section 6.4 Consequences of Termination.  Upon expiration or termination of this Agreement or a SOW:

(a) Each Receiving Party shall, upon the request of the Disclosing Party, destroy all Confidential Information supplied by Disclosing Party pursuant to this Agreement or such SOW, as applicable, provided, however that the Receiving Party shall not be required to destroy Confidential Information retained pursuant to its standard electronic retention policy provided that any such Confidential Information so retained shall be subject to the terms and conditions of this Agreement during any such period of retention;

(b) If either Party terminates prior to the expiration of the Term, Client shall, within thirty (30) days after the effective date of termination, pay BioPhy the Fees associated with the Services completed, or partially completed, by BioPhy under this Agreement or such SOW, as applicable, prior to the termination date.  All Fees advanced by Client to BioPhy and not earned by BioPhy under this Agreement or such SOW, as applicable, shall be reimbursed by BioPhy to Client within thirty (30) days after the effective date of termination.

Section 6.5 Survival.  All provisions under this Agreement which by their terms survive, or by their nature should survive, expiration or any earlier termination of this Agreement shall survive any such expiration or termination, including Article 5, Article 2, Article 4, Section 6.4, this Section 6.5, Article 7, and Article 8.

Article 7.
MISCELLANEOUS

Section 7.1 Notices.  Any notice, request, delivery, approval or consent required or permitted to be given under this Agreement shall be in writing and addressed to the other Party at its address set out in the Engagement Letter (or to any other address that the receiving Party may designate from time to time). Each Party shall deliver all notices by personal delivery, nationally recognized overnight courier (with all fees prepaid), email (with confirmation of transmission), 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) upon receipt by the receiving Party and (b) if the Party giving the notice has complied with the requirements of this Section 7.1.

Section 7.2 Entire Agreement; Amendment.  This Agreement and its attachments contain the entire understanding among the Parties and supersede any and all prior agreements, understandings and arrangements whether written or oral among the Parties, with respect to the matters contained in this Agreement.  No amendments, changes, modifications or alterations of the terms and conditions of this Agreement shall be binding upon any Party, unless in writing and signed by an authorized Representative of each Party.

Section 7.3 Governing Law.  This Agreement is governed by and shall be construed and interpreted in accordance with the Laws of the State of Delaware, without giving effect to conflicts of law principles.  Any dispute or controversy arising out of or relating to any interpretation, construction, performance or breach of this Agreement may be brought in the United States District Court for the State of Delaware, or if such court does not accept jurisdiction or will not accept jurisdiction, in any court of general jurisdiction located in the State of Delaware. 

Section 7.4 Assignment; Binding Effect.  This Agreement may not be assigned, in whole or in part, by either Party without the prior written consent of the other Party.  Notwithstanding the foregoing, the rights and obligations of either Party may be assigned or otherwise transferred to an Affiliate or to an entity in connection with a reorganization, merger, acquisition, sale, or restructuring involving all, or substantially all, of the assets of such Party to which this Agreement relates.  This Agreement shall bind and inure to the benefit of the Parties hereto and their respective successors and assigns.

Section 7.5 Counterparts.  The parties agree this Agreement may be signed with electronic signatures. Signatures on this Agreement may be communicated by facsimile, e-mail, or other electronic transmission and shall be binding upon the Parties upon receipt by transmitting the same by facsimile, e-mail, or electronic transmission, which signatures shall be deemed originals.  If executed in counterparts, the Agreement shall be effective as if simultaneously executed.

Section 7.6 Rules of Construction.  The Parties hereto agree that they have been represented by counsel during the negotiation and execution of this Agreement and, therefore, waive the application of any Law (including any rule of construction) providing that ambiguities in an agreement or other document will be construed against the Party drafting such agreement or document.  Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation” whether or not such words actually appear thereafter.  Whenever the word “or” is used in this Agreement, it shall not be deemed to be exclusive.  The headings contained in this Agreement do not form a substantive part of this Agreement and shall not be construed to limit or otherwise modify its provisions.  This Agreement has been fully negotiated by the Parties and shall not be construed by any governmental authority against either Party by virtue of the fact that such Party was the drafting party.

Section 7.7 Waiver.  The waiver by any Party hereto of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach.

Section 7.8 Force Majeure. No Party shall be liable or responsible to the other Party, or be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations to make payments to the other Party hereunder), when and to the extent that such failure or delay is caused by or results from acts beyond the impacted Party's (“Impacted Party”) reasonable control, including, without limitation, the following force majeure events (“Force Majeure Event(s)”): (a) acts of god; (b) flood, fire, earthquake, hurricane, natural disaster, severe weather, epidemic, pandemic, quarantine, or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or actions; (e) embargoes or blockades in effect on or after the date of this Agreement; (f) national or regional emergencies; (g) strikes, labor stoppages or slowdowns, or other industrial disturbances; (h) telecommunication breakdowns, power outages or shortages, inadequate transportation services, or inability or delay in obtaining supplies of adequate or suitable materials; and (i) other similar events beyond the reasonable control of the Impacted Party. The Impacted Party shall give notice within ten (10) business days of the Force Majeure Event to the other Party, stating the period of time the occurrence is expected to continue. The Impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause. In the event that the Impacted Party's failure or delay remains uncured for a period of sixty (60) consecutive days following written notice given by it under this Section 7.8 either Party may thereafter terminate this Agreement upon thirty (30) days' written notice.

Section 7.9 Severability.  In the event that individual provisions of this Agreement become wholly or partially invalid as evidenced by a ruling of a court of competent jurisdiction, the effectiveness of the remaining provisions shall not be affected, to the extent severable.  The Parties undertake in good faith to replace an invalid provision by a valid one which most closely corresponds with the economic intention of the invalid provision.

Section 7.10 Independent Contractors.  Nothing in this Agreement shall operate to or be construed or interpreted as to render the Parties hereto as other than independent contractors, nor shall anything in this Agreement operate or be construed or interpreted as to render any Party, or any of such Party’s Representatives, to be employees, agents, associates, joint ventures or partners of the other Party.

Article 8.
DEFINITIONS

“Affiliate” with respect to either Party to this Agreement means any entity that controls, is under the control of, controls, or is under common control with such Party. An entity controls another if it has the power to direct the management or policies of an entity, whether through the ownership of voting securities or general partner or managing member interests, by contract or otherwise.

“Agreement” means the Engagement Letter and all Appendices thereto, including these Standard Terms and Conditions, and the SOWs executed by the Parties hereunder, which in accordance with their terms constitute a part of this Agreement, as the same may be amended or modified from time to time in accordance with the terms hereof.

“Confidential Information” means (a) any information or data, whether technical or nontechnical, written or oral, electronic or graphic, disclosed by a Party or on a Party’s behalf to the other Party, either directly or indirectly, on or after the Effective Date, which is identified in writing at the time of its disclosure as confidential, and (b) the terms of this Agreement. 

“Effective Date” the date of execution of the Engagement Letter.

“Intellectual Property” means all discoveries, inventions, ideas, improvements, developments, procedures, processes, formulations, know-how, trade secrets, formulae, trademarks, service marks, trade dress, designs, logos, packaging, proprietary information, technical information, techniques, technology, works of authorship, drawings, models, artificial intelligence and machine learning algorithms and related data, manuals and systems, whether or not patentable or copyrightable or otherwise registerable, and all rights and applications or registrations derived or derivable therefrom. Intellectual Property includes, with respect to each of the foregoing items, any and all rights in and to copyrights, trade secrets, trademarks (and related goodwill), patents and other intellectual property rights therein arising in any jurisdiction throughout the world and all related rights of priority under international conventions with respect thereto, including all pending and future applications and registrations therefor, and continuations, divisions, continuations-in-part, reissues, extensions, and renewals thereof.  For the purposes of this Agreement, Intellectual Property is "controlled by" a party when such party or its Affiliates possess (whether by ownership or license, other than pursuant to this Agreement) or has the ability to grant the other party access, a license or a sublicense to such Intellectual Property on the terms and conditions set forth in this Agreement without requiring a third party's consent, or violating the terms of any agreement or other arrangement with or obligation to a third party.

“Law” means all supranational, international, national, state and local laws, statutes, regulations, rules, codes or ordinances enacted, adopted, issued or promulgated by any governmental authority or common law.

“Representatives” means, for a Party, its directors, officers, employees, advisors or agents.

“Third Party” means any entity other than BioPhy and its Affiliates or Client and its Affiliates.