1.        Sequencer Services

            TheUniversity through its Anatomy Otago Genomics Sequencer offers services in the sequencingof DNA material. (“Sequencer Services”)            


2.        The Project

           The project to beundertaken under this Agreement (“Project”) is outlined in the attached WorkStatement.


3.         Term

3.1       ThisAgreement consists of the following terms and the attached Work Statement.  The term of this Agreement will be asper the Project Dates in the attached Work Statement.


4.         University’sObligations

4.1       TheUniversity shall fulfil the requirements of the Project in accordance with thisAgreement and in accordance with the appropriate standards recognised as beingof application to work of the kind comprising the Project.

4.2       Althoughthe University will use all reasonable endeavours to ensure the accuracy of thework performed and the results from the Deliverables, the University makes nowarranty, express or implied as to accuracy and will not be held responsiblefor any consequence arising out of any inaccuracies or omissions unless suchinaccuracies or omissions are the result of wilful default on the part of theUniversity or its employees, students, agents and contractors.


5.         ProjectDeliverables

5.1       TheUniversity will complete the Deliverables as outlined in the attached WorkStatement.


6.         Contractor’sContributions

6.1       Contractoragrees to pay to the University the Project Costs as detailed in the attachedWork Statement.  


7.         Contractor’sWarranty

7.1       TheContractor warrants that the DNA material provided to the University by theContractor for the sequencing as part of the Project has been prepared inaccordance to all applicable laws, regulations, and government guidelines.

7.2       The Contractor warrants that ithas the appropriate approvals for the University to lawfully and ethicallycomplete the Project, that is:

(a)       ethicalapproval; and

(b)       developmentapproval required under Hazardous Substances and New Organisms Act 1996 andBiosecurity Act 1993; and/or

(c)       importationapprovals required under the Hazardous Substances and New Organisms Act 1996and Biosecurity Act 1993; and/or

(d)       EnvironmentalRisk Management Authority and Ministry of Agriculture and Fisheries approvals;and/or

(e)       any otherregulatory approvals that are appropriate.


8.         Confidentiality

8.1       Forthe term of this Agreement and thereafter, the University and Contractor willmaintain as confidential any information, not already in the public domain,which is divulged by either party to the other.


9.         Publication 

9.1       Thestaff of the University engaged in the Project will have the right to presentat seminars, symposia, national or regional professional meetings, and topublish in journals, theses or dissertations, or otherwise of their ownchoosing, the performance outcomes of the Sequencer Services.


10.       Publicity

10.1     TheContractor will not use the name of the University, or of any member of theUniversity’s Project staff, in any publicity, advertising, or news releasewithout prior written approval of an authorized representative of theUniversity. 

10.2     Unlessotherwise notified in writing, the Contractor grants the University permissionto use the Contractor’s name in any publicity and promotion in relation to theSequencer Services.


11.       IntellectualProperty

11.1     IntellectualProperty existing prior to this agreement, supplied by a party and utilised inperforming the project shall remain the property of the party who has suppliedit.

11.2     Subjectto Clause 11.1, legal and beneficialownership of the results and any intellectual property in the results from theDeliverables will vest in the Contractor.





12.       Liability

12.1     TheUniversity and its employees agree to take all due care to undertake theProject in accordance with appropriate standards of application to it but shallnot be liable for any loss or damage incurred by Contractor except where it

            arisesfrom any malicious or wilful act on the part of the University or itsemployees.

12.2     Withoutlimiting the effect of clause 12.1, in no event shall the total aggregate liabilityof the University to the Contractor, arising out of or in connection with thisAgreement, and whether based on contract, statute, tort (including negligence)or otherwise, exceed the Project Costs. 


13.       GoverningLaw:

13.1     ThisAgreement is subject in all respects to the laws of New Zealand and the partiessubmit to the jurisdiction of the Courts of New Zealand.


14.       Arbitration:

14.1     Anydisputes arising between the parties hereunder shall be submitted to thearbitration of three persons, one appointed by each of the parties and thethird by those appointees or if they cannot agree by the President of the OtagoDistrict Law Society. Such arbitration shall be conducted in accordance withthe provisions of the Arbitration Act 1996 and its amendments, or legislationpassed in substitution for that legislation.


15.       Termination:

15.1     Eitherparty may, in addition to any other remedies which it may have at law or inequity, immediately terminate this Agreement by giving written notice to theother party if the other party is in breach (other than a trivial breachcausing no material harm) of any provision of this Agreement and (where thebreach is capable of remedy) the party in breach has failed to remedy thebreach within 20 Business Days of receipt of written notice from the firstparty describing the breach and calling for it to be remedied.

15.2     TheUniversity may terminate this Agreement immediately by written notice to theContractor if:

(a)       theSequencer is unable to function due to mechanical failure; and/or

(b)       theappropriate staff are no longer employed at the University

15.3     Upontermination of this Agreement for any reason, the University shall immediatelycease all work in relation to the Project and Contractor shall, in accordancewith clause 6, immediately pay the University for all Project work undertakenin accordance with this Agreement prior to the date of termination(irrespective of whether such payment is actually due as per the Work Statement)


16.       Modification andAssignment:

16.1     Modifications to this agreement must be in writingand signed by authorised signatories of both parties. Neither party may assigntheir rights and obligations under this Agreement without prior written consentof the other Party.


17.       ForceMajeure: 

17.1     No Party shall beliable for any act, omission or failure to fulfil its obligations under thisAgreement if such act, omission or failure arises from any cause reasonablybeyond its control. The Party unable to fulfil its obligations will immediatelynotify the other in writing of the reasons for its failure to fulfil itsobligations and the effect of such failure.


18.       Waiver: 

18.1     No failure or delay onthe part of either party to exercise any right or remedy under this Agreementshall be construed or operate as a waiver thereof, nor shall any single orpartial exercise of any right or remedy preclude the further exercise of suchright or remedy.


19.       Invalidclauses: 

19.1     If any provision orpart of this Agreement is held to be invalid or unenforceable, this Agreementshall be deemed to be amended by the addition or deletion of wording asappropriate to remove the invalid part or provision but otherwise to retain theprovision and the other provisions of this Agreement to the maximum extent permissibleunder applicable law.


20.       Noagency or partnership: 

20.1     Neitherparty shall act or describe itself as the agent or partner of the other, norshall it make or represent that it has authority to make any commitments on theother’s behalf.


21.       Independentcontractor:

21.1     Theparties shall perform their respective obligations under this Agreement asindependent contractors to each other and nothing in this Agreement willconstitute any relationship of employer or employee, principal and agent, orpartnership between them.