User Agreements

User Agreement for Laboratory Services

for users from external academic/non-profit research institutions

This User Agreement (AGREEMENT) will serve as an agreement between President and Fellows of Harvard College on behalf of Harvard Medical School (UNIVERSITY) acting through the Nascent Transcriptomics Core (“CORE FACILITY”) and [Full Name of User] (“USER”), a student or employee conducting research for or on behalf of [Legal Name of User’s Institution] (“INSTITUTION”), regarding USER’s use of the CORE FACILITY.

I, the undersigned USER, accept and agree to the following terms and conditions under which I shall use CORE FACILITY, and I understand and agree that my ability to use CORE FACILITY is contingent upon my compliance with these terms and conditions as well as CORE FACILITY’s policies and requirements described on CORE FACILITY’s website (https://ntc.hms.harvard.edu/).  I have carefully read, understood, and agreed to the terms of this AGREEMENT before signing it.  I have had access to information provided to users by the UNIVERSITY and CORE FACILITY regarding the use of CORE FACILITY facilities, including safety training, have reviewed and understand such information, and have been given the full opportunity to ask the UNIVERSITY and CORE FACILITY any questions I may have about such information.

1. Services

CORE FACILITY provides the following service(s):  as described on CORE FACILITY’s website https://ntc.hms.harvard.edu/”

2. Project Terms
   1. Description of Work

I have provided a description of the work proposed to be performed at CORE FACILITY prior to CORE FACILITY’s approval of my use of its services. Substantive deviations from said statement of work must be first agreed to in writing by CORE FACILITY.

1. No Warranty; Limitation of Liability

I acknowledge that, as the USER, I retain full responsibility for my project progress and development.  ALL CORE FACILITY SERVICES, DELIVERABLES AND REPORTS ARE PROVIDED “AS IS” WITH ALL FAULTS. NEITHER CORE FACILITY NOR UNIVERSITY MAKES ANY, AND THEY HEREBY DISCLAIM ALL, WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, WARRANTIES AS TO THE USEFULNESS, QUALITY, ACCURACY, CONDITION OR BENEFITS OF ANY PARTICULAR PROJECT(S) OR RESULTS, AND WARRANTIES THAT CORE FACILITY SERVICES OR FACILITIES WILL BE PROVIDED OR COMPLETED ON A PARTICULAR SCHEDULE. I fully understand and agree that any work done or service provided by CORE FACILITY and its employees is on a reasonable effort basis. I fully understand and agree that CORE FACILITY has no responsibility to return any materials or information I may provide.  I accept full responsibility for the progress and results of my project(s). 

THE FACILITY WILL NOT BE LIABLE UNDER ANY LEGAL THEORY (WHETHER TORT, CONTRACT OR OTHERWISE) FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, HOWEVER CAUSED, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE BREACH HEREOF OR THE PERFORMANCE OF THE SERVICES, EVEN IF FACILITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.  THE FACILITY’S LIABILITY FOR ANY CLAIMS OR DAMAGES OF ANY KIND SHALL NOT EXCEED THE AMOUNT ACTUALLY PAID TO THE FACILITY FOR THE SERVICES GIVING RISE TO SUCH A CLAIM.

2. Payment

I acknowledge my responsibility to ensure my INSTITUTION promptly processes payment to the UNIVERSITY for purchases, materials costs, and use fees incurred by me for use of CORE FACILITY facilities and at other UNIVERSITY departmental stockrooms. I have confirmed with the INSTITUTION Financial Contact, whose information I have provided to the core and/or listed below, that I have sufficient funds available to me to cover such costs and followed all appropriate procedures at INSTITUTION required for the obligation of funds and that there are no additional terms or conditions other than those contained in this AGREEMENT that my INSTITUTION requires in order to make prompt payment of all amounts due hereunder.  CORE FACILITY shall submit an invoice to the INSTITUTION via the Financial Contact indicated below for amounts due hereunder, and payment in full shall be made by INSTITUTION within thirty (30) days following submission of the invoice. No terms in any form prepared by USER or INSTITUTION, including Purchase Orders, shall apply.

INSTITUTION Financial Contact:

Name

Title

Department

Address 1

Address 2

Email

3. Status of USER

I understand that I am not an employee, student, or agent of the UNIVERSITY and am deemed to be acting as a representative, employee, and/or student of INSTITUTION for all purposes during work on a project in the CORE FACILITY facilities. 

4. Physical Access to Facilities and User Safety

 I will not have physical access to the CORE FACILITY facilities in the course of my project utilizing the CORE FACILITY services.

 I will have physical access to the CORE FACILITY facilities in the course of my project utilizing the CORE FACILITY services.  If I am not an employee of a Harvard Medical School-affiliated hospital, I have read, understood, and signed the UNIVERSITY’s Acknowledgement of Risk and Release and provided the signed form to the CORE FACILITY.  I acknowledge that I have had access to and reviewed and understand the general safety policies and procedures of CORE FACILITY prior to being allowed to use the facilities, and I assume full responsibility for my own personal safety. I will operate all instruments and equipment in a safe and professional manner, consistent with the operating instructions and the facility polices.  I agree to observe all applicable governmental, UNIVERSITY, and CORE FACILITY policies, rules, and regulations that pertain to my conduct on campus at CORE FACILITY.  I represent that my knowledge of laboratory practices is adequate to permit the safe pursuit of the research work in conjunction with my specific project.  Without limiting any other remedies available to them, the UNIVERSITY and CORE FACILITY shall have the right to immediately prohibit my further use of the facility if CORE FACILITY, at its sole discretion, believes that I have breached this representation, violated a policy, rule, or regulation, or that my conduct is inappropriate or disruptive.

5. Intellectual Property

CORE FACILITY operates as a shared‐use facility, and the UNIVERSITY shall make no claim to co‐own (i) intellectual property created solely by USER or (ii) results generated for the USER by the CORE FACILITY under this AGREEMENT, based solely on my use of the UNIVERSITY’s facilities and services under this AGREEMENT. UNIVERSITY owns intellectual property, including techniques, improvements, methods and inventions created by its staff in the course of rendering services to USER under this AGREEMENT, other than results generated for USER hereunder, as well as all general knowledge, skills, experience and know-how developed or obtained by CORE FACILITY in the course of performing services under this AGREEMENT or otherwise. 

I acknowledge that the commercial viability of any technique developed at CORE FACILITY is subject to the intellectual property rights of the UNIVERSITY and other third‐party rights holders. I understand and acknowledge that the UNIVERSITY makes no guarantee that techniques developed at CORE FACILITY are not covered by its own or a third party’s intellectual property. I further acknowledge that the UNIVERSITY is the co-owner of intellectual property that I co-invent with CORE FACILITY staff or other UNIVERSITY personnel, other than results generated for USER hereunder, and that, prior to using the CORE FACILITY, I have confirmed with INSTITUTION that my use of CORE FACILITY under these terms is consistent with my obligations to INSTITUTION under the terms of my appointment.

6. Confidentiality

I agree not to disclose or to use, directly or indirectly, any proprietary or confidential research, data, trade secrets, personal data, or other similar information of CORE FACILITY, UNIVERSITY, other users or third parties of which I may become aware as a result of my use of the CORE FACILITY.

I further acknowledge that I am not permitted to disclose information that my INSTITUTION would ordinarily require a confidentiality agreement to share with CORE FACILITY or UNIVERSITY, unless and/or until the obligations and rights of INSTITUTION and UNIVERSITY with respect to such confidential or proprietary information have been set forth in a separate and duly authorized confidentiality agreement executed between UNIVERSITY and INSTITUTION.

7. CORE FACILITY Requirements

I certify that I will under no circumstances (a) schedule time for facility use for another person in my name (whether other user is qualified or not), (b) give out the User Name and/or Password provided to me by CORE FACILITY and/or UNIVERSITY for use by other persons, (c) give other persons access to my facility‐access swipe card or (d) otherwise assist others with unauthorized access to any controlled facility, system, or other resources at the UNIVERSITY. CORE FACILITY reserves the right to deny me future access in the event of breach of this Agreement.

8. Use of Name

I will not use any name, logo or other trademark or service mark of the CORE FACILITY or UNIVERSITY, or the names of the CORE FACILITY or UNIVERSITY’s employees, in any form of advertising, promotion or publicity, including press releases, without the prior written consent of the CORE FACILITY or UNIVERSITY, as applicable.  The foregoing notwithstanding, I agree to acknowledge the CORE FACILITY in publications regarding the project results in accordance with academic standards. 

I warrant that I have fully read and agree with this AGREEMENT.

USER: _________________________________            Title: ______________________________                      

Signature: ______________________________           Date: ______________________________   

[A core make choose to require the PI’s signature on the user agreement as well]

USER’s Principal Investigator: ____________________________________________________________                        

Signature: ______________________________           Date: ______________________________   

CORE FACILITY Approval:

Approved by: ______________________________      Title: ______________________________                     

Signature: _________________________________    Date: ______________________________                     

AGREEMENT FOR LABORATORY SERVICES

for research core users from commercial organizations

            This Agreement for Laboratory Services (the “Agreement”) is made this ___ day of _______, 20__ (the “Effective Date”) by and between the President and Fellows of Harvard College acting through the [CORE NAME], with a place of business at Harvard Medical School (“the Facility”) and ________________________________, a __________________ company (“Client”), with a place of business at ________________________________ (Client and Facility hereafter designated individually as a “party” or collectively as the “parties”).

            The following sets forth the agreement between the parties with respect to certain services as described below to be conducted by the Facility on behalf of Client in connection with Materials (as such term is defined below). 

            1.   Services. The Facility shall from time to time perform services as set forth in a work order in the form set out in Exhibit A (the “Services”). Client shall provide such materials to the Facility (the “Materials”) and related information (the “Information”) as the Facility shall reasonably require to perform the Services. The Facility shall commence the Services upon receipt of the Materials and Information. The Facility will complete the Services as expeditiously as practical, but because the Facility’s primary responsibility is to do the work of the researchers of Harvard University and its affiliates, in the event of conflicting demands the Facility will give priority to such work; therefore, the Facility is unable to commit to any performance schedule for the Client.

            2.   Compensation. The amount to be paid for the Services, and the payment schedule, shall be set forth in the work order. Terms are net thirty (30) days from Client’s receipt of the Facility’s invoice. Payments will be made in United States Dollars. The amount owed for the Services is net of any taxes required to be withheld or otherwise applicable, such as sales taxes and VAT, and Client shall pay or reimburse the Facility for all such taxes (other than taxes on the Facility’s net income).

            3.   Reporting. The Facility shall provide Client with such written reports, records and documents relating to the Services as are customary for such work, in Facility’s standard formats (the “Reports”). 

            4.   Term and Termination. The term of this Agreement shall be twelve (12) months commencing on the Effective Date (the “Term”). Either party may terminate this Agreement at any time upon thirty (30) days’ prior written notice, provided that any Services initiated by the Facility prior to expiration or, in the event of termination by the Facility, prior to the notice of termination, shall be completed. In the event of termination of any Services by Client prior to completion for any reason, Client shall pay all costs accrued by the Facility as of the date of termination, including non-cancelable obligations incurred prior to the notice of termination and reasonable costs associated with winding up the Services.

            5.  Results. Client shall own all rights in all results of the Services and other data and information developed by the Facility for the Client (collectively, the “Results”), whether or not protectable under state, federal, or foreign patent, trademark, copyright or similar laws, and Client shall be free to use such Results for any purpose without restriction. 

            6.    No Warranties; Limitation of Liability.   SERVICES ARE PERFORMED AND RESULTS, REPORTS AND OTHER DELIVERABLES ARE PROVIDED “AS IS,” WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGMENT.  THE FACILITY WILL NOT BE LIABLE UNDER ANY LEGAL THEORY (WHETHER TORT, CONTRACT OR OTHERWISE) FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, HOWEVER CAUSED, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE BREACH HEREOF OR THE PERFORMANCE OF THE SERVICES, EVEN IF FACILITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.  THE FACILITY’S LIABILITY FOR ANY CLAIMS OR DAMAGES OF ANY KIND SHALL NOT EXCEED THE AMOUNT ACTUALLY PAID TO THE FACILITY FOR THE SERVICES GIVING RISE TO SUCH A CLAIM.

            7.  Facility Rights.   The Facility shall own all rights in all discoveries, inventions, developments, innovations, improvements and technology (whether or not protectable under state, federal, or foreign patent, trademark, copyright or similar laws) relating to the science, methodology, technique or practice of services, that are conceived, discovered, invented, developed, or reduced to practice by the Facility in performing the Services or otherwise and that do not incorporate Results or Client’s Confidential Information, as well as all general knowledge, skills, experience and know-how developed or obtained by the Facility in the course of performing the Services or otherwise.

            8.   Confidentiality. The Facility shall maintain the Information, the Reports and the Results  in strict confidence and will not disclose the Information, Reports or Results to any third party except as required by applicable law or regulation, nor use the same for any purpose except to perform the Services; provided, however, that the foregoing shall not apply to (a) any information which is or becomes publicly available by publication or otherwise, except by breach of this Agreement by the Facility; (b) information disclosed to the Facility by Client which the Facility can establish by written records was already in its possession at the time of disclosure; or (c) information which is rightfully disclosed to the Facility by a third party who did not receive such information from Client under an obligation of confidentiality. The Facility’s obligations under this paragraph shall expire three (3) years after termination of this Agreement. 

            9.   Material Transfer. The Facility shall not distribute or release the Materials to anyone other than its laboratory personnel, and shall make sure that no one will be allowed to take or send the Materials to any location other than that to which it is sent by Client, unless prior written permission is obtained from Client. The Facility shall not use the Materials for any purpose other than in the performance and evaluation of the Services, or as otherwise authorized in writing by Client. The Facility will use the Materials in compliance with all applicable governmental regulations.

            10.    Miscellaneous.

                     (a)     Publicity.  Neither party will use any name, logo or other trademark or service mark of the other party, or the names of the other party’s employees, in any form of advertising, promotion or publicity, including press releases, without the prior written consent of the other party.  Without limiting the foregoing, Client shall not identify the Facility publicly or to any third party as the source of any Results or Reports except with the prior written consent of the Facility in each instance. 

                     (b)     Notice. Notice given under this Agreement shall be deemed received when delivered by certified or first class mail, by air courier, or electronic transmission (provided the original follows via first class mail) to the parties at their respective addresses set forth below, or at such other address as either party may provide to the other in writing from time to time:

                   If to Client:             


 

If to the Facility:     [CORE NAME]

[CORE ADDRESS]

[CORE CONTACT EMAIL]

                     (c)     Governing Law. This Agreement shall be governed by the laws of the Commonwealth of Massachusetts. 

                     (d)     Independent Contractor. The parties to this Agreement are independent contractors. Nothing herein shall be construed to mean that any employee of the Facility is, on the basis of this Agreement, an agent or employee of Client, or vice versa. Neither party shall, by reason of this Agreement, have authority to make any commitment binding on the other.

                      (e)   Entire Agreement; Amendment and Waiver; Severability.  This Agreement, including any fully-signed work orders, each of which are incorporated herein, constitutes the entire agreement between the parties with respect to the specific subject matter of this Agreement and all prior agreements with respect thereto are superseded. The terms of this Agreement apply solely to the Services and not to any obligations of either party to the other under any other agreement. If there is any conflict, or inconsistency between the terms of this Agreement and any work order, purchase order, or other form used by the parties relating to the Services, the terms of this Agreement will control.  This Agreement (including work orders) may be changed only by a writing signed by each party.  No waiver of any term, provision or condition of this Agreement or any work order will be deemed to be or construed as a further or continuing waiver of any other term, provision or condition of this Agreement or any work order.  Any such waiver must be evidenced by an executed instrument in writing.  If for any reason a court of competent jurisdiction finds any provision of this Agreement to be invalid or unenforceable, such provision will be deemed modified to the extent required to make the provision valid and enforceable to the maximum extent permitted by law.

                      (f)     Documentation.  Each party agrees to execute such documents as may be reasonably requested by the other to effectuate the rights of the other under Section 5 or 7 of this Agreement.

                     (g)     Survival. The provisions of this Agreement which by their explicit terms or their manifest intent are to survive, including without limitation those which relate to confidentiality, ownership and intellectual property rights, publicity and use of names, and limitation of liability, shall survive expiration or termination of this Agreement.

            11.    Counterparts/Delivery of Signatures.  This Agreement may be executed and delivered by facsimile or electronically transmitted signatures and in two or more counterparts, all of which together shall constitute one and the same instrument.  The parties agree that upon being signed and delivered by the parties, this Agreement shall become effective and binding and that such signed copies will constitute evidence of the existence of this Agreement.

IN WITNESS WHEREOF, the parties hereto have entered into this Agreement by their duly authorized representatives as of the Effective Date.

[Client name                                     ]                            President and Fellows of Harvard College 

acting through the [CORE NAME]

By:                                                                                By:                                                                   

Name:                                                                          Name:  

Title:                                                                              Title: 

[Exhibit A to Follow]

EXHIBIT A

WORK ORDER FORM

THIS WORK ORDER 1 (“Work Order 1”) is by and between ________________(“Client”)  and President and Fellows of Harvard College acting through the [CORE NAME] (the “Facility”). This Work Order will be effective as of the last date of signature below, and upon execution will be incorporated into and governed by the Agreement for Laboratory Services between Client and the Facility dated as of ____________ (the “Agreement”).  Capitalized terms not otherwise defined in this Work Order 1 will have the same meaning as set forth in the Agreement.

1. Services.  The Facility will perform the following Services:

Here are some options for how to complete this section: (a) insert a description of the services that will be provided by the core or (b) list the services by name and insert the text “as described on CORE FACILITY’s website [insert url].”

2.      Materials.  Client will provide the following Materials for the Services:

3.      Service Provider Contacts: 

         [CORE CONTACT(s)]

4.      Client Contacts: 

5.      Compensation: 

WORK ORDER AGREED TO AND ACCEPTED BY:

[Client Name]                                                              President and Fellows of Harvard College acting through the [CORE NAME]

By________________________________                      By________________________________

 Name:                                                                         Name:

Title:                                                                             Title:

Date:______________________________                     Date: ______________________________