General
The terms stated herein are agreed to be those which will apply to a single study or several studies (project(s)) performed for the contracting company (The Client) by Euprotec Ltd (Euprotec). Euprotec shall perform the project(s) as an independent contractor of The Client and shall have complete and exclusive control over its employees and agents and all technical equipment. Confidentiality Euprotec shall keep confidential and shall not disclose to any third party at any time without the written consent of The Client any information received in confidence from The Client relating to any of The Client's studies unless such disclosure is required by law. If such disclosure is requested by legal process, Euprotec will notify The Client of this request.

Protocol
Euprotec will perform a study or studies according to written protocol document(s) (protocol(s)). Each protocol will specify the outline of work, information desired, estimated duration of the study and all other matters pertinent to completion of the study. Euprotec will appoint a project leader to be responsible for the completion of the study. If not otherwise agreed in the protocol all communications between The Client and Euprotec regarding the conduct of the study shall be addressed to or routed through the project leader and The Client's representative. A protocol becomes valid by a Euprotec director signature and has to be signed and acknowledged by The Client. The protocol(s) will be prepared either by Euprotec or in consultation with and / or assistance of The Client. However, Euprotec does not warrant that the study design and / or the study results will satisfy the requirements of any regulatory agencies at the time of submission of study results to such agencies. The protocol(s) may be modified (amended) at the discretion of the study director and / or in consultation with The Client. Detailed descriptions of all amendments are committed to writing and become valid by Euprotec director(s) signature and have to be signed and acknowledged by The Client.

Orders
Work will only start on receipt of an order number or signed protocol. Orders to Euprotec must be issued in writing and shall be confirmed by Euprotec in writing. Amendments to orders shall be notified to Euprotec in writing. We shall make every reasonable effort to implement them, but reserve the right to review the price and terms of delivery.

Prices and Terms of Payment
The prices will be agreed in writing and detailed in the protocol document along with the payment schedule. All prices are in UK GBP, net of value added tax and additional costs such as packaging, transport, insurance, customs duty etc. Accounts payable to The Client by Euprotec may be offset only with the prior written consent of Euprotec. Arrears interest of 8% per month shall be charged on late payments. Euprotec shall not be required to provide further goods or services if The Client is in arrears with any payment due.

Cancellation or Termination of Studies
The Client may cancel any agreed study prior to onset of that study subject to the following conditions:  1) Any study cancelled by The Client within 4 weeks of the scheduled start date will be charged at 70% of the agreed cost of the first 4 week duration of the project.  2) Any study cancelled by The Client within 2 weeks of the scheduled start date of the project will be charged at 100% of the agreed cost of the first 4 week duration of the project. The Client may at any time terminate any study prior to completion by giving written notice to Euprotec. In such event, Euprotec shall immediately comply with such notice to terminate work on the study and use its best effort to reduce cost to The Client. For termination for any reason other than a fault of Euprotec, The Client shall pay Euprotec agreed prices for completed tasks, plus the cost in full of the work scheduled to take place in the 4 week period following termination. Upon such termination, Euprotec shall provide The Client with a report including the results of all studies until the termination date in accordance with Euprotec standard report format. The Client shall pay the agreed price for the report writing. Either party may terminate this agreement in the event of breach of a material obligation of the other if such breach remains uncured after 30 days notice. The termination of this agreement shall not relieve either party of its obligations to the other in respect of confidentiality of information, consents for advertising purposes and publications, indemnification and compensation for services performed.

Study Performance
Euprotec will use its best efforts according to the present state of science and technology to provide facilities, all technical equipment and staff needed to complete the study as described in the protocol and protocol amendments, if appropriate, and in accordance with the terms of this agreement. Euprotec may employ external consultants and laboratory or field capacity for specific needs of the project. Euprotec will be responsible for the work of its external resources in the same way as for its own work. Cooperation with Third Parties Euprotec reserves the right to subcontract services to third parties. Euprotec shall use only organisations with similar standards of quality and confidentiality requirements.  

Study Materials
The Client will provide Euprotec free of charge with sufficient amounts of all compounds, materials or other substances with which the study shall be performed, as well as the necessary data to enable Euprotec an appropriate handling of the material concerning e.g. identification, stability, storage and safety requirements. If delays in the agreed commencement or performance of the study occur because of The Client's inability to supply Euprotec with test materials or information required to begin or perform the study, Euprotec may reallocate resources being held for performance of the study without incurring liability to The Client. A fee will be charged for rescheduling work and charges for cancellation (see above) will also apply.

Reports
Euprotec will prepare the results of all studies in a Euprotec standard report format, unless otherwise specified in the protocol. Euprotec will provide a copy of the report on completion of the project. On receipt of The Client's approval or two weeks after dispatch of the report, whichever is sooner, Euprotec will archive a copy of the report and the study will be declared complete. Additional copies of reports and Interim reports not specified in the protocol and / or copies of or original raw data will be provided at The Client's request and expense. Euprotec will not publish any report or data prepared by Euprotec for The Client without prior written consent of The Client. This consent shall not be unreasonably withheld. Neither party shall use the name of the other party or the names of any of its staff for any advertising, promotional or other public purposes without the prior written consent of such party.

Retention of Data and Materials
Euprotec will retain raw data or copies or originals of the protocol, amendments and report for 5 years. Upon expiration such data or material will be destroyed unless The Client requests Euprotec to retain the records for a standard storage fee or to transfer to any address specified by the The Client at The Client's expense.  

Patents and Inventions
All discoveries and patentable inventions arising during the study shall be the property of The Client.  

Indemnities
In the event of a material or technical error by Euprotec in the performance of the study which renders the study invalid, Euprotec’s sole obligation to The Client shall be for Euprotec, at its option, to either repeat the study at Euprotec’s cost or to refund The Client the contract price paid. In no event will Euprotec be liable to The Client for any indirect or consequential losses or damage on account of such an error. Euprotec shall indemnify The Client from any claims by Euprotec employees or others arising out of Euprotec negligent acts giving rise to any personal injury, death or property damage occurring during the conduct of the study. Except for Euprotec willful acts, Euprotec will not be liable to indemnify The Client against any loss of expense resulting from any claim arising out of The Client's use of the study or its marketing of any substance which is subject of the study. The Client shall indemnify Euprotec from any claim for personal injury, death or property damages arising out of a failure to warn Euprotec of any dangerous property of the test material or any other item supplied to Euprotec by The Client. The Client shall indemnify Euprotec from any claim or expense arising out of The Client's use of the study or its use or marketing of any substance tested by Euprotec.  

Force Majeure
Either party shall be excused from performing its obligations under this agreement if its performance is delayed or prevented by any event beyond such party's reasonable control, including but not limited to fire, explosion, weather, decease, war, insurrection, civil strife, riot, government action, or power failure, provided that such performance shall be excused only to the extent of and during such disability. Any time specified for completion of performance in the protocol failing due to, during or subsequent to the occurrence of any of such events shall be automatically extended for a period of time equal to the period of such disability. Euprotec will promptly notify The Client if, by reason of any events referred to herein, Euprotec is unable to meet any such time for performance specified in the protocol. If any part of the study is invalid as result of such a disability, Euprotec will, upon written request of The Client but at The Client's sole cost and expense, repeat that part of the study affected by the disability.

Visits
The Client's representative(s) may visit Euprotec at reasonable times and with reasonably frequency during normal business hours to observe the progress of the study. Euprotec will assist the The Client in scheduling such visits.

Assignment
This agreement shall not be assigned in whole or in part by either party without the prior written consent of the other, which consent shall not be unreasonably withheld or delayed. Any attempt to assign this agreement without such consent shall be void and of no effect.

Proper Law
This agreement and the rights of The Client and Euprotec shall be construed and enforced in accordance with the laws of the UK Government.   Modification of this Agreement This agreement shall not be waived, released, discharged, changed or modified in any manner except by an instrument signed by the duly authorised officers of each of the parties hereto, which document shall make specific reference to this agreement