LABORATORY TESTING SERVICES AGREEMENT
Through registering and purchasing a test through Kitgen.ca or via an authorized seller, re-seller or dealer of Kitgen.ca or Kitgen.cz it is understood that the following document comprises the sum of the obligations of Kitgen.ca and/or Kitgen.cz as well as the rights and responsibilities of the purchaser. This agreement is binding for the duration of the testing transaction between the parties and reasonable follow-up based on normal clinical practice. For ease of use throughout this document Kitgen.ca will be used with respect to the supplier of the laboratory tests purchased within Canada.
- Services. KitGen agrees to make available to Institution the genetic testing services described in the Test Menu (KitGen reserves the right to make additions/subtractions and other edits as business changes. These changes might occur without notice).
- Cooperation. The orderer of KitGen testing will precisely comply with any KitGen instructions set forth in the Test Menu or Handling Files, as well as those made available by Kitgen.ca in other secure manners..
- Compensation. The orderer will pay stated pricing to KitGen upon receipt of an invoice from Kitgen.ca.. Payments shall be sent to KitGen in accordance with instructions provided on the invoice.
- Term. This Agreement shall commence on the Effective Date and shall continue in perpetuity.
- HIPAA Compliance. Orderers and KitGen acknowledge that the Orderer and KitGen have and will comply with obligations arising under the Health Insurance Portability and Accountability Act and related regulations (“HIPAA”), including the Privacy, Security, Breach Notification, and Enforcement Rules at 45 CFR Part 160 and Part 164 (“HIPAA Rules”).
- Report and Use of Data and Results. A report will be generated containing data and results from the Services (the “Report”) and delivered to the Patient’s treating healthcare provider, the Orderer as well as the Patient upon request – depending on law of jurisdiction).
- Original Samples Sent to KitGen Lab (or recognized affiliate). The Orderer agrees that original samples will be submitted to KitGen in accordance with the instructions set forth in testing kits no more than three days (3) days from collection date and/or any Documentation (as defined below) will also be submitted to Kitgen Invitae within fourteen (3) days of the collection date. Samples not submitted in the specified time period or as required herein may be refused by KitGen. The Orderer is olely responsible for soliciting from the applicable patient all consents as specifiedl and as required by applicable law.
- No Guaranty or Warranty. EXCEPT AS OTHERWISE PROVIDED HEREIN, INVITAE DISCLAIMS ANY AND ALL REPRESENTATIONS AND EXPRESS AND IMPLIED WARRANTIES IN RELATION TO SERVICES, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE.
- Trademarks, Copyrights, Logos, Etc. Except as expressly provided herein, neither party shall, without the prior written consent of the other party in each instance, use in any manner whatsoever, including, but not limited to, in any advertisement, the name, trademarks, copyrights, logos, symbols or other images of the other party or of any party affiliated with the other party. Notwithstanding the foregoing, Invitae may accurately disclose to its investors and potential investors the business activities related to this Agreement and Institution’s role therein, and may include Institution on client lists prepared by Invitae from time to time in connection with its marketing efforts.
- Modification. This Agreement, , may only be modified by mutual written agreement of the parties.
- Notice. Any notice required or permitted under the terms of this Agreement shall be in writing and shall be sent by registered or certified mail, return receipt requested, postage prepaid, or hand-delivered, to each party as follows, or to such other address as either party may designate from time to time.
- Compliance with Law. In performing its obligation under this Agreement, each party shall comply with all applicable laws, regulations and requirements of any relevant government agency.
- Waiver or Amendment. No waiver or amendment of this Agreement shall be effective unless in writing and signed by both parties.
- Entire Agreement. This Agreement, together with any/all Exhibits, constitutes the entire agreement between the parties with respect to the subject matter herein. Any and all prior oral or written communications, not incorporated into this document, are superseded by this Agreement.
1. Description of Services:
Requisitions for Services shall be by an individual’s health care provider employed by or with treating privileges at Institution and who are registered with Invitae. Requisitions for genetic testing will only be accepted by Invitae with respect to tests (i) requisitioned for genetic tests then indicated as available in the applicable jurisdiction within the U.S., (ii) acknowledged as subject to Invitae’s terms and conditions at the time of such requisition, and (iii) with respect to patient samples supplied to Invitae, consistent with Invitae’s instructions set forth on Invitae’s proprietary Portal. Institution acknowledges that if Services are ordered via Institution purchase order, the terms on any Institution issued purchase order shall not prevail in case of conflict with any terms contained within this Agreement.
If Institution submits an additional requisition for genetic counseling services, Invitae shall make reasonable efforts to make available by telephonic or video conference, the services of an Invitae genetic counselor to provide genetic counseling services to Institution’s patients. Invitae will provide genetic counseling services pursuant to Invitae’s standard terms, which include the patient consent to receive such services from Invitae. Invitae will notify Institution in writing of any change in Invitae’s policies and terms regarding the provision of genetic counseling services.
2. Additional Terms and Conditions for Provision of Services:
Invitae will provide Institution with sample collection kits. Institution will provide whole blood samples to Invitae. The minimum volume requirements are 3 ml of whole blood in a single purple top tube (EDTA). Institution is responsible for labeling each tube with the Patient’s Name (Unique ID), Date of Birth and Sample Collection Date. Invitae will pay the cost of shipping sample collection kits to Institution. Invitae will cover the costs of shipping of samples to Invitae for performance of tests within the Services. Institution shall ship such samples according to Invitae’s instructions set forth in its Portal.
3. Payment Terms:
The prices for Services as of the Effective Date are outlined in Schedule A-1. Institution shall pay Invitae the Contract Rate per invoiced test within sixty (60) calendar days of invoice date. Any unpaid portions of invoices will be considered past due after sixty (60) calendar days of invoice date and interest at the rate of five percent (5.0%) per month will be charged on all overdue amounts until paid, and Institution’s price per test for all future tests will be at the then-current Global List Price. Once Institution pays its balance in full, prices for subsequent tests (i.e. tests delivered as of the first day of the month following the date the balance is paid in full) will revert to then-current Contract Rate. For example, if an invoice dated June 10th remains unpaid as of August 10th it will be considered past due and tests delivered as of August 1st (billed in early September) will be priced at the then-current Global List Price. If Institution pays its balance in full prior to August 31st, then tests delivered as of September 1st will be billed at the Contract Rate.
Upon nonpayment of Services, Invitae reserves the right to discontinue providing Services to Institution until the balance is paid in full.
For releases of available Services subsequent to the Effective Date, Invitae shall update Schedule A-1 and notice will be provided to Institution no later than thirty (30) days prior to the date updates are made effective.