1. The Agreement.
This agreement ("Agreement") is entered into between Global FIA, Inc., a Washington corporation ("Seller") and the quoted party in Sales Quotations or the invoiced party in issued Invoices or Commercial Invoices ("Buyer"). This Agreement, together with the sales quotation ("Sales Quotation") and / or Invoice ("Invoice") issued by Seller to the Buyer, sets forth the terms and conditions for the sale by Seller and the purchase by Buyer of the instrument ("Instrument") identified on the Sales Quotation and / or Invoice.
The Sales Quotation is an offer to sell the Instrument and becomes a binding contract on the terms and conditions herein when accepted by the Buyer by Buyer's signature on the Sales Quotation. Alternatively, the Invoice is a record of sale and becomes a binding contract on the terms and conditions herein when the invoice is paid by the Buyer. No revision of this Sales Quotation or the Invoice or any of the terms and conditions hereof shall be valid unless in writing and signed by an authorized representative of Buyer and Seller, and no condition stated by Buyer in acceptance of or acknowledging this Sales Quotation or payment of the Invoice shall be binding upon Seller if in conflict with, inconsistent with, or in addition to the terms and conditions contained herein unless expressly accepted in writing by Seller (an "Amendment"). If there is an inconsistency between the Amendment and the Sales Quotation, the terms of the Amendment shall control
3. Confidential Information.
In association with the sale of the Instrument, Seller may provide Buyer with a limited license for the use of certain software ("Software") and documentation of the chemical formulation of the reagents to be used in the Instrument and the chemistry workflow of the methodology to be used with the Instrument, all of which Seller regards to be Confidential Information. "Confidential Information" shall mean technical and business information including, where appropriate and without limitation, any information, patent disclosures, patent applications, structures, models, techniques, processes, compositions, compounds, code, and apparatus relating to the same disclosed by Seller to Buyer or obtained by Buyer through observation, examination or inadvertent disclosure of information or developments, but only to the extent that such information is maintained as confidential by Seller.
4. Disclosure of Confidential Information.
Buyer agrees not to disclose any Confidential Information to third parties, and Buyer agrees not to use any of the Confidential Information at any time except for Buyer's own use with the Instrument as noted above; provided, however, Buyer shall have no liability to Seller with respect to use, or disclosure to others not parties to this Agreement, of such information as Buyer can establish by written documentation to: (a) have been publicly known, (b) have become publicly known, without fault on the part of Recipient, subsequent to disclosure by Seller of such information to Recipient; (c) is required by law to be disclosed to a government agency provided that Buyer gives notice thereof before disclosure in such a time as to allow Seller the opportunity to prevent the disclosure thereof through proper legal means; or (d) have been received by Buyer at any time from a source other than Seller lawfully having possession of such information and the right to disclose the same. There shall be no use or exhibition of the Instrument by Buyer in a public manner and no resale of the Instrument by Buyer without the application of these terms and conditions on the new owner of the instrument. Buyer may disclose Confidential Information to employees of Buyer who are reasonably necessary to Buyer's use of the Instrument and the Confidential Information and who are bound by written agreements with Buyer to maintain the Confidential Information in confidence and under terms no less restrictive than as provided herein.
5. No Grant of License.
This Agreement shall not be construed to grant any license or other rights except as specified herein. The obligations of Buyer shall continue for a period of five (5) years from the signature date hereof.
Buyer's use of the Confidential Information shall be at its own risk, and Buyer agrees to hold harmless and to indemnify Seller against any and all claims, judgments, costs, awards, expenses (including reasonable attorney's fees) and liabilities of every kind arising from any use made by Buyer of the Confidential Information received from Seller.
7. No Changes.
Buyer shall not reverse engineer, decompile, modify or alter the Software.
The contents of this Sales Quotation and all related commercial and technical information shall be kept secret and confidential by Buyer and will not be divulged by Buyer to any third party or utilized by Buyer otherwise than in connection with this Sales Quotation or Invoice. Buyer shall not be able to commercialize any of the technology related to the Instrument or other Confidential Information.
Buyer shall not assign, transfer or hypothecate this Sales Quotation or Invoice or any part hereof without obtaining the prior written consent of Seller.
Any waiver by Seller of strict compliance with any of the provisions hereof shall not be deemed a waiver of any other provisions hereof and shall not be deemed a waiver of any of Seller's rights, privileges, claims, or remedies, nor of Seller's right to insist on strict compliance thereafter.
(a) This Sales Quotation and any documents referenced to on the face hereof constitute the entire agreement between the parties, and all prior agreements, written or oral, relating to the subject matter hereof are superseded by the terms hereof. Such terms may be modified only by a writing signed by both parties.
(b) The provisions of this Sales Quotation or Invoice are severable and in the event any provision is held to be unenforceable, the remaining provisions will continue in full force and effect.
(c) It is understood that Buyer is not an employee or agent of Seller and that Buyer shall have no power whatsoever to bind Seller in any way in any dealings between Buyer and third parties and shall not attempt or purport to do so.
(d) This Sales Quotation and the contract created by the acceptance thereof are governed by and shall be construed in accordance with the laws of Washington without regarding the conflicts of laws principles thereof. The provisions of the United Nations Convention on Contracts for the Sale of Goods are hereby excluded.