Custom Services - Licenses, Terms, and Conditions
In addition to our Services we also have our gene discovery technologies available through licensing for use in your laboratory.
cDNA Library Normalization Technology:
Proprietary subtraction-based approach to normalization of directionally cloned cDNA libraries for superior results in identification of the rare clones present in a cDNA library. One week training course with Invitrogen scientists is recommended.
Micro-Quantity cDNA Library Technology:
Technology (not PCR based) for constructing of cDNA libraries using micro-quantities (as little as 5 nanograms) of RNA. One week training course with Invitrogen scientists is recommended
GeneTrapper® II technology:
Gene isolation technology that allows for rapid isolation of clones from cDNA libraries using a gene specific target. One week training course with Invitrogen scientists is recommended.
GeneTrapper® III technology:
Gene isolation technology that allows rapid isolation of gene family members from cDNA libraries using degenerate oligos. One week training course with Invitrogen scientists is recommended.
Invitrogen's licensing philosophy recognizes the relative value contributions of its technologies and that of its licensees without "reach-through" fees to Invitrogen' licensee's customers. For more information contact the Director of Licensing at 760-603-7200.
Terms and Conditions for Provision of Services
2. Standard of Performance. INVITROGEN will perform all Services using due care in accordance with (a) the agreement between INVITROGEN and Client relating to the Services, of which these Terms and Conditions are a part (“the Services Agreement”) and (b) generally prevailing industry standards. INVITROGEN will make a good faith effort to start and complete all Services on time and will notify Client if INVITROGEN determines that there are likely to be substantial delays.
3. Changes. Changes to the Services Agreement must be in writing and signed by authorized representatives of INVITROGEN and Client. If such changes result in an increase in the cost of the Services or affect the projected completion date of the Services, the fee and/or completion date shall be adjusted to a degree commensurate with such changes. Cancellation of Services in progress will result in a partial charge commensurate with the percentage of work completed at the time of cancellation.
4. Materials and Information. Client will provide INVITROGEN with sufficient amounts of Client’s information and materials such as cells, compounds, samples, or other substances needed to perform the Services (“Client Materials”), as well as comprehensive data or information concerning the stability, storage and safety requirements of such Client Material needed by INVITROGEN to perform the Services. Unless otherwise requested by the Client, upon completion of the Services any remaining Client Materials will be destroyed.
5. Data. Except as set forth otherwise in the Services Agreement, Client shall be the exclusive owner of and shall have title to all documentation, information, records, raw data, specimens or other work product supplied by Client and/or generated by INVITROGEN as a direct result of the performance of the Services (“Data”). Upon completion of the Services INVITROGEN will maintain a file of the data for a period of no less than one year.
6. Confidentiality. During performance of the Services and for three (3) years thereafter, INVITROGEN will treat all Data as proprietary and confidential and will not disclose the same to any person except its employees, consultants, and subcontractors to whom it is necessary to disclose the Data for purposes of providing the Services; provided, however, that INVITROGEN shall have the right to publicize statistical results of the Services in a manner that does not identify Client or the specific nature of the Services performed. INVITROGEN may disclose Data to its employees, consultants, or subcontractors, provided that such employees, consultants, or subcontractors are subject to a written agreement that includes confidentiality terms at least as restrictive as those specified herein. Any employee, consultant, or subcontractor who is given access to the Data shall be informed by INVITROGEN of these Terms and Conditions. INVITROGEN shall protect the Data by using the same degree of care as INVITROGEN uses to protect its own confidential information, but in any event no less than a reasonable degree of care. Notwithstanding any other provisions herein, INVITROGEN shall have no liability or obligation to Client for, nor be in any way restricted in, its disclosure or use of any Data which (a) is already known to INVITROGEN; (b) is or becomes publicly known by any means whatsoever, through no wrongful act of INVITROGEN; (c) is received from a third party without breach of this Agreement; (d) is disclosed pursuant to an enforceable order of a court or administrative agency; or (e) is independently developed by or for INVITROGEN.
7. Payments. Terms of sale of the Services are net 30 days of the date of invoice. Invoices shall be sent to Client upon completion of the Services and delivery to Client of a Certificate of Analysis. If Client defaults in any payment when due, INVITROGEN, at its option and without prejudice to its other lawful remedies, may defer delivery or terminate the Services Agreement. All payments due hereunder shall be made in U.S. dollars.
8. Use of Names. Neither party shall use the other party’s name or the names of its employees in any advertising, sales or promotional material or in any publication without prior written consent of such other party.
9. Inventions. Except as set forth otherwise in the Services Agreement, Client shall be the exclusive owner of, and INVITROGEN hereby assigns to Client, all Client Materials, Data, inventions, improvements, designs, programs, formulas, know-how and writings supplied by Client and/or generated or discovered as a direct result of INVITROGEN’s performance of the Services, whether or not copyrightable or patentable (collectively, the “Inventions”). If requested by Client, INVITROGEN shall, at Client’s expense, do all things reasonably necessary or appropriate to assist Client in obtaining patents or copyrights on any Inventions. Client shall not by virtue of the Services Agreement or either party’s performance thereof obtain any intellectual property or other ownership rights in any methods or processes used or developed by or for INVITROGEN in or for the provision of Services or any documentation, records, raw data, materials (other than Client Materials), specimens, work product, concepts, information, inventions, improvements, designs, programs, formulas, know-how, or writings related thereto, except those methods and/or processes, if any, provided by Client to INVITROGEN and designated as being owned by Client in a separate written agreement between the parties.
10. Limited Warranty. The Services Agreement is a contract for services only. INVITROGEN’s sole warranty with respect to the Services is that INVITROGEN will perform all Services in accordance with the standard of performance set forth in Section 2 above. Client shall notify INVITROGEN in writing of any claim for a breach of such warranty by INVITROGEN within one (1) month after delivery by INVITROGEN of the Certificate of Analysis relating to such Services. The sole remedy of Client for breach of such warranty shall be to require INVITROGEN to re-perform the Services (or such portion thereof as may reasonably be required to be re-performed), and, in such event INVITROGEN shall diligently pursue the re-performance of the Services or portions thereof until completion. IN NO EVENT SHALL INVITROGEN BE LIABLE UNDER ANY LEGAL THEORY (INCLUDING BUT NOT LIMITED TO CONTRACT, NEGLIGENCE, STRICT LIABILITY IN TORT OR WARRANTY OF ANY KIND) AS A RESULT OF INVITROGEN’S FAILURE TO PERFORM THE SERVICES IN ACCORDANCE WITH THIS WARRANTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, EVEN IF CLIENT HAD NOTICE OF THE POSSIBILITY OF SUCH DAMAGES. THE WARRANTY SET FORTH IN THIS SECTION IS IN LIEU OF ANY AND ALL OTHER WARRANTIES RELATING TO THE SERVICES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. INVITROGEN’S LIABILITY TO CLIENT FOR BREACH OF ANY TERMS AND CONDITIONS OF THE SERVICES AGREEMENT (OTHER THAN ANY BREACH OF THE WARRANTY CONTAINED IN THIS SECTION) SHALL BE LIMITED TO DAMAGES (OTHER THAN INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES) IN AN AMOUNT NOT TO EXCEED THE FEE PAID OR TO BE PAID BY CLIENT TO INVITROGEN IN CONNECTION WITH THE SERVICES.
11. Indemnification. Except to the extent proximately caused by the gross negligence, recklessness or willful misconduct of INVITROGEN, Client shall indemnify and hold harmless INVITROGEN, its affiliates and their respective officers, directors, employees and agents from and against any and all expenses (including, but not limited to, reasonable attorney’s fees), damages, judgments, and losses incurred by any such indemnified party as a result of or in connection with any claim, demand, or cause of action asserted by a third party for physical injury to or death of persons, physical damage to property, or infringement of intellectual property arising out of or based upon (a) Client’s manufacture, sale, or use of any quantity of the Client Materials, the Data or any product or service based in whole or in part on Client’s reliance on the Services or any portion thereof provided to Client by INVITROGEN, or any derivative thereof, and (b) INVITROGEN’s use or reliance on Client Materials for the performance of the Services for Client.
12. Miscellaneous. Neither INVITROGEN 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.
The relationship of the parties is that of independent contractors, and nothing herein shall be construed as establishing one party, its affiliates, or any of its or their employees as the agent, legal representative, joint venturer, partner, employee, or servant of the other party or its affiliates. Except as set forth herein, neither party shall have any right, power or authority to assume, create or incur any expense, liability or obligation, express or implied, on behalf of the other party or its affiliates. No waiver by either party of any breach of any provision hereof shall constitute a waiver of any other breach of that or any other provision hereof. If any part, term or provision herein is determined to be invalid or unenforceable, the remainder of the terms and conditions herein shall not be affected, and shall otherwise remain in full force and effect.
It is a condition of this Services Agreement that Client will use materials provided by INVITROGEN only for Client’s internal research purposes. Such materials including, but not limited to, compounds, biological materials, and nucleic acid molecules (e.g. DNA, RNA, vectors, clones, libraries such as cDNA libraries, cells, etc.) (“Samples”). In particular, Client has no rights to sell or transfer for consideration Samples to any third party, whether or not Samples are sold or transferred for use in research.