THIS Agreement (herein after referred to as ‘the Agreement’) is made in 2020 between
- SK EMBIO DIAGNOSTICS LTD, a company duly incorporated under the laws of Cyprus under registration number ΗΕ 191696 with its registered office being situate at Themistokli Dervi 48, Athienitis Centennial Building, 1st Floor, Flat 104, 1066 Nicosia, Cyprus, (PARTY A), and
(hereinafter collectively referred to as “the PARTIES”).
WHEREAS Party A is a food diagnostics company which has developed the BELD Test (the “TEST”);
WHEREAS Party B is interested in obtaining the TEST as a parallel diagnostic process to their existing in-house lab,
WHEREAS Party A is willing to develop and integrate the TEST in Party B’s existing in-house lab.
NOW THEREFORE, subject to the terms, conditions and mutual covenants set forth herein, the Parties hereto intending to be legally bound, agree as follows:
- SUBJECT OF THE AGREEMENT
- Party A shall take all necessary measures for the purpose of the integration of the TEST and Party B shall cooperate with Party A in order to complete the integration process.
- The TEST shall be integrated, as described in description online .
- The implementation of the Prototype shall occur in accordance with the table in description online.
- Party B and/or its employees and/or representatives are responsible for abiding by any methodologies used by Party A during the relevant Phases and training for the proper use of the TEST following integration, in accordance with description online.
The cost of the TEST shall be paid accordingly based on prices online or agreed.
- TEST INTEGRATION
3.1 Test usage
While this Agreement remains in effect, Party B will have the opportunity to make use of the TEST owned by Party A, following the specific phases identified in description online.
No Employees shall be permitted to use the TEST until it has been demonstrated to the satisfaction of Party A that each of the Employees appointed by Party B to use the TEST is fully trained and competent to use the TEST.
4.1 At all times, Party B shall be responsible to keep all equipment associated with the TEST in good working order in accordance with the instructions provided by Party A and/or its representatives.
4.2 Any faults reported on the hardware of the TEST from time to time by Party B shall be rectified immediately and satisfactorily before use of the TEST by Party B.
The term of this Agreement shall commence on the date of its signature by both Parties and shall remain in force until completion of the integration process of the TEST.
6.1 The Parties acknowledge that the existence and the terms of this Agreement and any oral or written information exchanged between the Parties in connection with the preparation and performance this Agreement are regarded as confidential information. Each Party shall maintain confidentiality of all such confidential information, and without obtaining the written consent of the other Party, it shall not disclose any relevant confidential information to any third parties, except for the information that:
- A) Has entered into the public domain except where such entry is the result of a breach of this Agreement;
- B) Any information which is already known to the Parties and which was not obtained through their negotiations and co-operations,
- C) Information which has been approved for release by the prior written authorisation of the Parties
Nothing in this Agreement will prevent the Parties from making any disclosure of the Confidential and or proprietary information required by law or by any other competent authority.
6.2 Under this Agreement, information of a proprietary and or confidential nature shall include, inter alia the following: tangible or intangible information, processes, methods, ideas, concepts, discoveries, patents, trademarks, copyrights, trade secrets, designs, drawings and specifications, techniques, practices, models, diagrams, source code, object code, software, programs, technical data, research and development or business and financial data.
6.3 The Parties agree that through the course of the cooperation between the parties, they are likely to become aware of the business plans, the procedures, policies, prototypes, internal regulations and affairs of the other Party and they further agree that all such information shall be considered and treated as confidential and proprietary for the purpose of this Agreement.
- EXCLUSION OF LIABILITY
7.1 Party B assumes the entire risk and is entirely responsible for the results obtained from the use of the TEST and Party A shall not be liable for any faulty results or results which do not satisfy Party B’s needs or expectations in any respect.
7.2 Party B is obligated to follow all methodologies and instructions provided by Party A and/or their representatives in relation to the use of the TEST and Party A shall not be liable for any issue caused as a result of the misuse of the TEST contrary to the instructions provided by Party A.
7.3 Party A shall not be liable for any issues and/or faults which may occur with the Equipment associated with the use of the TEST following the completion of integration as described in the description online on www.embiodiagnostics.eu
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