University of Oregon Testing Services Agreement
Thank you ("You" or "Your") for your request for services on behalf of the organization you represent from a Research Core Facility ("Core Facility”) at the University of Oregon (collectively “University”). Absent a signed Agreement between You or the organization you represent and an authorized representative of the University, all services are provided on the terms and conditions set forth in this Agreement, and by requesting services by a Core Facility, You hereby accept the terms of this Agreement on behalf of the organization You represent.
1. Purpose. The University, through its Core Facility, will perform the services and provide the deliverables requested by you and accepted by the Core Facility. Deliverables shall be Your property and shall be deemed to be trade secrets to the extent permitted by law.
2. Payment. You agree to pay upon receipt of an invoice the sum for the services requested by you and the posted rates for those services by the applicable Core Facility. Payment will be made in lawful money of the United States of America. Payments not made in full within 30 days of the date of the invoice will bear simple interest at a rate of 8 percent per annum.
3. Confidentiality. "Confidential Information" shall mean any materials, written information, and data marked "Confidential" by You or non-written information and data disclosed by You to a Core Facility in furtherance of the Core Facility providing services for You and that is identified at the time of Your disclosure to the Core Facility as confidential and is reduced to writing and transmitted to the Core Facility within thirty (30) days of such non-written disclosure. University agrees to use the same degree of care it uses to protect its own confidential information and, to the extent permitted by law, to maintain as confidential for a period of three (3) years the Confidential Information You disclose to the Core Facility under this Agreement. University's obligations hereunder do not apply to information in the public domain or independently known or obtained by University.
4. Intellectual Property. University has no interest in the deliverables provided under this Agreement.
5. Publicity. Neither party will use the name, service mark, trademark, or abbreviation thereof of the other party in any publicity, advertising, or news release without the prior written approval of the authorized representative of the other party.
6. Term & Termination. The Term of this Agreement begins on the date the applicable Core Facility begins work on Your behalf and will terminate when You make payment as required by this Agreement. All reasonable costs and non-cancelable obligations incurred by University at the time of termination shall be reimbursed by You. At Your request and expense, University will return to You or destroy all unused materials provided by You.
7. Independent Contractor. The parties are independent contractors and not partners, joint venturers, or principal and agent.
8. UNIVERSITY LIABILITY. IN NO EVENT WILL THE UNIVERSITY BE RESPONSIBLE FOR ANY DAMAGES OR PENALTIES RESULTING FROM UNIVERSITY'S FAILURE TO PROVIDE OR DELAY IN PROVIDING THE SERVICES OR DELIVERABLES. IF A SERVICE OR DELIVERABLE IS FOUND, WITHIN SIX MONTHS OF INVOICE THEREFOR, TO BE DEFECTIVE OR INACCURATE, THE UNIVERSITY WILL PROVIDE THE SERVICE OR DELIVERABLE AGAIN AT NO COST TO YOU. THIS IS YOUR SOLE AND EXCLUSIVE REMEDY UNDER THIS AGREEMENT. THE SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" AND UNIVERSITY EXPRESSLY DISCLAIMS ANY WARRANTIES EXISTING BY OPERATION OF LAW, INCLUDING BUT NOT LIMITED TO THOSE WHICH ARE EXPRESS OR IMPLIED. IN NO EVENT WILL UNIVERSITY BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER, NOR WILL THE UNIVERSITY'S AGGREGATE LIABILITY TO YOU EVER EXCEED THE AMOUNT PAID BY YOU UNDER THIS AGREEMENT. YOU AGREE TO INDEMNIFY AND HOLD HARMLESS UNIVERSITY AGAINST ANY CLAIMS ARISING OUT OF YOUR USE, COMMERCIAL SALE, OR DISTRIBUTION OF THE DELIVERABLES OR PRODUCTS OR PROCESSES RESULTING FROM OR YOUR RELIANCE UPON THE DELIVERABLES.
9. General. This Agreement is non-assignable and non-transferrable. By requesting services from a Core Facility, You certify that You are duly authorized to accept the terms of this Agreement and that this Agreement is binding upon the organization You represent. University will not be bound by any other terms and conditions contained in any purchase order, license, or any other document provided by You or the organization you represent. Even if a University employee agrees to any additional terms or conditions, You acknowledge and agree that those terms and conditions are null and void and are not binding on the University, except for agreements and amendments signed by the Assistant Vice President for Research Facilities. You acknowledge and agree that the terms and conditions of this Agreement represent the entire agreement of the Parties for the services provided under this Agreement.