Term of Service Agreement

  • The term of Service Agreement (“Service Agreement”) set forth below govern the performance of
    services (“the Services”) by Genfine and/or its Affiliates (“Genfine”, Affiliates is as defined below) for
    the referenced client in applicable Project Proposal (“Client”)
  1.  General.
    Genfine Biotech and its subsidiaries and Affiliates (“individually and collectively Genfine”) are
    providing custom or contract research services in life sciences industry. This Service Agreement and
    any Project Proposal(s) (and quotations therein), (as defined in Section 3) schedule(s),
    attachment(s) and exhibit(s) agreed and executed by Genfine and Client shall govern the provision
    of all custom/contract research services included in a Project Proposal (“Services”) by Genfine to
    Client provided under the applicable Project Proposal. Genfine and Client are hereby referred to
    each as a Party or collectively referred to as Parties. Affiliates shall mean any legal entity
    controlling, controlled by, or under common control with the party, whether directly or indirectly
    through one or more intermediaries.
  2.  Service Agreement.
    Unless acknowledged and signed by Genfine in writing, any additions or alterations by Client shall
    not bind Genfine. Genfine failure to object to any amendments, alterations, additions or proposals
    contained in any Project Proposal or other form or document from Client shall not be construed as a
    waiver of the Service Agreement nor an acceptance of any such amendments, alterations, additions
    or proposals.
  3.  Scope of Work.
    A detailed scope of work in the form or a project proposal quotation (“Project Proposal”) shall be
    provided to Client and this Service Agreement shall be attached hereto as Schedule A. The Project
    Proposal shall specify the details of the work, the design, information desired, data and materials to
    be provided by Client, required completion time and all other matters relating to the completion of the
    Project Proposal. The Project Proposal shall refer to this Service Agreement the Parties shall be
    deemed to assent to the terms of the Service Agreement by executing the Project Proposal.
  4.  Changes of Scope/Services.
    Changes to the Project Proposal or Services must be agreed upon and authorized by
    representatives of Genfine and Client in writing. If such changes result in an increase in the cost and

    labor of the Services or affect the projected date of completion of the Services (or portions thereof),
    the compensation for the Services and/or completion date(s) shall be adjusted to a degree
    commensurate with such changes agreed upon by Genfine and Client in writing. Cancellation of
    Services in progress will result in a partial charge commensurate with the percentage of work
    completed at the time of cancellation, in addition to any approved expenses beyond recall at the time
    of termination, which incurred prior to termination, and any other actual costs and charges incurred
    due to the early termination. Genfine has the right to terminate the Service Agreement without any
    liability to Client if no agreement could be reached regarding the changes and adjustment of
    compensation and costs by Genfine and Client in writing.

  5.  Compensation and Payments.
    Upon receipt of Deliverables (as defined in Section 8.1), Client will promptly review the Deliverables
    to determine whether they conform substantially to the specifications agreed by Genfine and Client
    in writing. Acceptance of Deliverables will occur on the earlier of the date: (a) on which Client
    indicates in writing to Genfine that the Deliverables are accepted; (b) on which ten (10) business
    days have passed following submission of the Deliverables for acceptance if within that period Client
    fails to indicate whether they are accepted. The Client shall pay Genfine for the Services within thirty
    (30) days from the date of receipt of the invoice(s), or, if applicable, according to the compensation
    rate and payment schedule as set forth in Project Proposal. Invoices shall be sent to Client
    electronically upon completion of the Services and delivery of the applicable Deliverable(s) to Client,
    or, according to the Project Proposal. If Client defaults in any payment when due, (a) interest of
    1.5% will be accrued per month of the overdue payment as of the date when such payment is due,
    and (b) if such payment default is not rectified within thirty (30) days of receiving written notice of the
    alleged breach or failure, Genfine may, at its option and without prejudice to its other lawful
    remedies, delay performance or defer delivery. All payments due hereunder shall be made in USD
    or other currency as agreed by both parties.
  6.  Taxes and Other Charges.
    Unless Parties agree in writing, Client will be responsible for any use tax, sales tax, excise tax,
    custom duty, inspection or testing fee, or any other taxes, fees, duties or charges imposed by any
    governmental authority, relating to or measured by the transaction, in addition to the prices quoted or
    invoiced in the Project Proposal, except for any taxes owed for Genfine income which is solely
    Genfine obligation. If Genfine is required to pay any such taxes (except for any taxes owed for
    Genfine income), custom duties, fees or charges, Client shall reimburse Genfine thereof or provideGenfine an exemption certificate or other document acceptable to the authority imposing the taxes, duties, fees, or charges at the time the order is placed.
  7.  Materials and Information.
    Client will provide Genfine with sufficient amount of its information and materials such as cells,
    compounds, samples, or other substances needed to complete the Services (Client Materials, as
    well as comprehensive data or information concerning the stability, storage and safety requirements
    of such Client Materials needed by Genfine to complete the Services. Genfine will use Client
    Materials in accordance with the Service Agreement and only in the execution of Services for the
    benefit of the Client. Unless otherwise requested by the Client, upon completion of the Services any
    remaining Client Materials will be destroyed. Genfine will not transfer or provide Client Materials, in
    whole or in part, to any third party, other than a subcontractor, without the Client prior written
    approval. Client warrants that (a) it has the appropriate right or license to the Client Materials for the
    purpose of this Service Agreement, and that Genfine use of such Client Material for performance of
    the Service in accordance with this Service Agreement shall not infringe the proprietary rights,
    including but not limited to the patent or trade secret rights, of any third party; and (b) the Client
    Materials will be packed in impervious materials, free of any pathogens, hazardous chemicals,
    microbes, toxins or infectious agents that are harmful to humans, animals or plants, and they will not
    require being handled in BSL-3 or BSL-4 facilities.
  8.  Proprietary Rights.
    8.1 Client will own all rights throughout the world to all inventions, discoveries, improvements, ideas,
    processes, formulations, products, computer programs, works of authorship, databases, trade
    secrets, know-how, information, data, documentation, reports, research, creations and all other
    products and/or materials arising from or made in the performance of Services (whether or not
    patentable or subject to copyright or trade secret protection) (collectively, with all associated
    intellectual property rights, the Deliverable). At Client costs, Genfine will assign and does assign
    to Client all right, title and interest in and to all Deliverables and will promptly disclose to Client all
    Deliverables. For purposes of the copyright laws of the United States, Deliverables constitute works
    made for hire", except to the extent such Deliverables cannot by law be works made for hire. Upon
    completion of the Services, Genfine will archive materials, data and documentation obtained or
    generated by Genfine in the course of preparing for and providing Services, including computerized
    records and files (collectively, the Records) for a period of one (1) year. The Records will be
    disposed and destroyed one (1) year after the completion of Services.

    8.2 Notwithstanding the foregoing, Genfine will retain full ownership rights in and to all working
    templates, instrument operation programs, methodologies, processes, technologies and other
    materials developed or licensed by Genfine and its Affiliates prior to or apart from performing its
    obligations under this Agreement and the modifications and improvements thereto (collectively, with
    all associated intellectual property rights, the Genfine Property regardless of whether such
    Genfine Property is used in connection with Genfine performance of its obligations under this

  9.  Confidentiality.
  10. 9.1 Definition. Confidential Information means any and all non-public scientific, technical, financial
    or business information, or data in whatever form (written, oral or visual) that is (a) furnished or
    made available by one party (the &Discloser) to the other (the Recipient) or developed by Genfine
    in connection with Services; and (b) if Client is the Discloser, such information (i) if in tangible form,
    is labeled in writing as proprietary or confidential; or (ii) if in oral or visual form, is identified as
    proprietary or confidential at the time of disclosure or within fifteen (15) days after such disclosure.
    Confidential Information of Client includes (x) Client Materials, Deliverables and Records; (y)
    development and marketing plans, regulatory and business strategies, financial information, and
    forecasts of Client; and (z) all information of third parties that Client has an obligation to keep
  11. 9.2 Obligations. During the term of this Agreement and for a period of ten (10) years thereafter (and
    in the case of trade secrets, until such time as Discloser no longer treats such information as a trade
    secret), Recipient agrees to (a) hold in confidence all Discloser Confidential Information, and not
    disclose Discloser Confidential Information without the prior written consent of Discloser; (b) use
    Discloser Confidential Information solely to carry out Recipient rights or obligations under this
    Agreement; (c) treat Discloser Confidential Information with the same degree of care Recipient
    uses to protect Recipient own confidential information but in no event with less than a reasonable
    degree of care; and (d) reproduce Discloser Confidential Information solely to the extent necessary
    to carry out Recipient rights or obligations under this Agreement, with all such reproductions being
    considered Discloser Confidential Information.
    9.3 Permitted Disclosures. Recipient may provide Discloser Confidential Information solely to its
    employees or contractors (but if Recipient is Genfine, then solely to Genfine Personnel on a need-to-
    know basis and solely as necessary to carry out Recipient rights or obligations under this
    Agreement; provided, that Recipient remains liable for the compliance of such employees orcontractors (or if Genfine Recipient, the compliance of such Genfine Personnel) with the terms of
    this Agreement.
  12. 9.4 Exceptions. Recipient& obligations of non-disclosure and non-use under this Agreement will not
    apply to any portion of Discloser Confidential Information that Recipient can demonstrate, by
    competent proof:
    i. is generally known to the public at the time of disclosure or becomes generally known
    through no wrongful act on the part of Recipient;
    ii. is in Recipient possession at the time of disclosure other than as a result of Recipient&
    breach of any legal obligation;
    iii. becomes known to Recipient on a non-confidential basis through disclosure by sources other
    than Discloser having the legal right to disclose such Confidential Information;
    iv. is independently developed by Recipient without reference to or reliance upon Discloser&
    Confidential Information.
    If Recipient is required by a governmental authority or by order of a court of competent jurisdiction to
    disclose any Confidential Information, Recipient will give Discloser prompt written notice of such
    requirement or order and Recipient will take all reasonable and lawful actions to avoid or minimize
    the degree of such disclosure. Recipient will cooperate reasonably with Discloser at Discloser
    expense in any efforts to seek a protective order.
    9.5 Each Party agrees that its obligations hereunder are necessary and reasonable in order to
    protect the other party and the other party business, and expressly agrees that monetary damages
    would be inadequate to compensate the other party for any breach of the terms of this Agreement.
    Accordingly, each party agrees and acknowledges that any such violation or threatened violation
    may cause irreparable injury to the other party, and that, in addition to any other remedies that may
    be available, in law, in equity or otherwise, the other Party shall be entitled to seek injunctive relief
    against the threatened breach of this Agreement or a Statement of Work or the continuation of any
    such breach, without the necessity of proving actual damages or posting bond.
  13. 10. Breach and Remedy.
    Within one (1) month after delivery by Genfine of the Deliverables hereunder, in the event that any
    Services do not meet the specifications or other performance criteria agreed to by Genfine and
    Client in writing, then Genfine will, if Client so elects, promptly re-perform such Services within the

    time limit as agreed by both parties. And the re-performance service costs shall be agreed by
    Genfine and Client in writing.

  14. 11. Limitation of Liability.
    11.1 Disclaimer of Consequential Damages. NEITHER PARTY SHALL BE LIABLE FOR ANY
    amounts payable to a third party pursuant to Section 12 shall be considered direct damages for
    purposes of this Section.
    11.2 The foregoing limitations on liability shall not apply to any liabilities resulting from fraud,
    intentional misconduct, or gross negligence by either party or breach of applicable laws by either
  15. 12. Indemnification.
    12.1 Indemnification by Genfine. Genfine will indemnify, defend and hold harmless Client, its
    Affiliates, and its and their respective officers, directors, employees and agents (collectively, the
    "Client Indemnitees") against any third party claims, including reasonable attorneys' fees for
    defending those claims, to the extent such claims arise out of or relate to (a) performance of
    Services (except to the extent such claims result from Client's breach of this Agreement or a Client
    Indemnitee's negligence or willful misconduct); (b) any Genfine Indemnitee's negligence or willful
    misconduct in performing obligations under this Agreement; (c) Genfine's breach of this Agreement.
    12.2 Indemnification by Client. Client will indemnify, defend and hold harmless Genfine, its
    Affiliates, and its and their respective officers, directors, employees and agents (“collectively, the
    Genfine Indemnitees”) against any third party claims, including reasonable attorneys fees for
    defending those claims, to the extent such claims arise out of or relate to (a) the use of the
    Deliverables by Client or its Affiliates (except to the extent such claims result from Genfine breach
    of this Agreement or a Genfine Indemnitee negligence or willful misconduct); (b) any use of the
    Client Materials by Genfine to perform the Services; or (c) any Client Indemnitee negligence or
    willful misconduct in performing obligations under this Agreement; or (d) Client breach of this
    Agreement; or (e) Client breach of applicable laws and regulations.
    12.3 Indemnification Procedures. Each party must notify the other party within thirty (30) days
    after receipt of any claims made for which the other party might be liable under this Section, as

    applicable. The indemnifying party will have the sole right to defend, negotiate, and settle such
    claims. The indemnified party will be entitled to participate in the defense of such matter and to
    employ counsel at its expense to assist in such defense; provided, however, that the indemnifying
    party will have final decision-making authority regarding all aspects of the defense of the claim. The
    indemnified party will provide the indemnifying party with such information and assistance as the
    indemnifying party may reasonably request, at the expense of the indemnifying party. Neither party
    will be responsible for or be bound by any settlement of any claim/suit made without its prior written
    consent provided, however, that the indemnified party will not unreasonably withhold or delay such

  16. 13. Compliance.
    Client from out of the People Republic of China acknowledges and agrees that all Records and
    Deliverables (as defined in Section 8) resulting from this Agreement are subject to the export control
    laws and regulations of the United States, potentially including but not limited to the Export
    Administration Regulations (EAR), and sanctions regimes of the U.S. Department of Treasury, Office
    of Foreign Asset Controls (OFAC). Client agrees that all exports related to this agreement will be in
    compliance with these laws and regulations. Client shall not, without prior U.S. government
    authorization, export, or transfer Records and Deliverables, either directly or indirectly, to any
    country subject to a comprehensive U.S. trade embargo (currently Cuba, Iran, North Korea, Sudan,
    and Syria etc.) or to any person or entity listed on the Entity List or Denied Persons List maintained
    by the U.S. Department of Commerce or the list of Specifically Designated Nationals and Blocked
    Persons maintained by the U.S. Department of Treasury. Moreover, Client shall not, without proper
    U.S. government authorization, export, or transfer Records and Deliverables to any resident or
    national of any country subject to a comprehensive U.S. trade embargo. In addition, Records and
    Deliverables may not be exported, re-exported, or transferred to an end-user engaged in activities
    related to weapons of mass destruction. Client further agrees that this assurance shall remain in
    effect even after termination of this Agreement.
  17. 14. Termination.
    14.1 Upon completion of all the Services and obligations under the Project Proposal, the Project
    Proposal and the Service Agreement shall terminate, unless extended or amended in writing by the
    14.2 Either Party may terminate the Project Proposal and Service Agreement in the event that the
    other Party breaches or fails to comply with any material provision of the Service Agreement, and

    fails to remedy the breach or failure to the satisfaction of the non-breaching Party within fifteen (15)
    days of receiving written notice where the breach or failure is capable of being remedied. In the
    event of any termination except to the extent due to Genfine breach of this Agreement, Client will
    pay Genfine any monies due and owing Genfine up to the time of termination or expiration, for
    Services properly performed and all authorized expenses actually incurred.

  18. 15. Force Majeure.
    Except with respect to the obligation to make payment, neither Genfine nor Client shall be
    responsible for failure or delay in performance of its obligations related to the Services due to causes
    beyond its reasonable control, including but not limited to, acts of God, governmental actions, fire,
    labor difficulty, shortages, civil disturbances, transportation problems, interruptions of power or
    communications, failure of suppliers or subcontractors, or natural disasters.
  19. 16. Additional Notes for Customer Services.
    Genfine provides clients with free consulting services including, but not limited to, design and digital
    assembly of oligo sequence, antigen sequence design, and help on choice of service packages.
    Client shall acknowledge and agree that these additional services are provided free of charge and
    are provided for informational purposes only. Client shall acknowledge that Genfine does not warrant
    or represent the accuracy or applicability of suggestions provided by Genfine customer service
    representatives as part of the free consulting services. Client shall agree that it remains Client
    responsibility to evaluate such suggestions before adopting them. Finally, by placing an order with
    Genfine, Client will be deemed to have read, understood, and agreed to the above Service
  20. 17. Assignment and Delegation.
    This term of Service Agreement and Services contemplated hereunder are personal to Genfine and,
    except as permitted in writing by Client, shall not be assigned, transferred or subcontracted by
    Genfine. Any assignment, transfer or subcontracting of the Project Proposal and Service Agreement
    in violation of this Section shall be null and void. Client may assign or transfer its rights and
    obligations, in whole or in part under the Project Proposal and Service Agreement upon written
    notice to Genfine, provided that no such assignment or transfer shall relieve Client of its obligations
    hereunder. This Service Agreement shall be binding upon and inure to the benefit of and be
    enforceable by the Parties hereto and their respective successors and permitted assignees.
  21. 18. Entire Agreement.

    The Project Proposal and Service Agreement contains the entire agreement between the Parties
    relating to the subject matter hereof, and all prior understandings, representations and warranties
    between the Parties are superseded by the Project Proposal and this Service Agreement. In the
    event that both Parties have executed a separate Master Services Agreement (hereinafter referred
    to as MSA”) or other agreements governing the performance of the Services hereunder, then the
    separate MSA shall prevail.

  22. 19. Independent Contractor.
    Nothing herein shall create any association, partnership, joint venture, fiduciary duty or the relation
    of principal and agent between the Parties hereto, it being understood that each Party is acting as an
    independent contractor, and neither Party shall have the authority to bind the other or the other
    representatives in any way.
  23. 20. Waivers.
    Any delay in enforcing a party rights under this Agreement, or any waiver as to a particular default
    or other matter, will not constitute a waiver of such party rights to the future enforcement of its
    rights under this Agreement, except with respect to an express written waiver relating to a particular
    matter for a particular period of time signed by an authorized representative of the waiving party, as
  24. 21. Counterparts.
    The Project Proposal with this Service Agreement may be executed by facsimile, in PDF by email or
    other electronic means, and in counterparts, both of which shall be deemed an original and together
    shall constitute one instrument.