Sample evaluation - Terms and conditions

Customer is assessing whether to purchase one or more Raman spectroscopy systems, including a Renishaw inVia™ confocal Raman microscope or Virsa™ Raman Analyser (“Equipment”) from Renishaw, Inc. (“Renishaw”). In connection therewith, Customer wishes that Renishaw analyze various Customer materials and chemical compounds that Customer may furnish to Renishaw (collectively, “Samples”) and provide feedback to Customer relating to the performance of the Equipment. These Sample Evaluation Terms and Conditions (“Agreement”) set forth the exclusive terms and conditions under which Renishaw will perform such analysis and provide such feedback to Customer.

1. Customer shall, at its cost, provide to Renishaw sufficient quantities of the Samples and information necessary or appropriate to enable Renishaw to perform its analysis of the Samples in accordance with applicable law, regulation, and order and this Agreement and in a manner that is safe to persons and property, including information related to the identification, composition, uses, hazards, exposure controls, personal protection, handling, storage, transportation, and destruction of the Samples. Customer represents and warrants that: (a) all of the foregoing information is and will be (at the time provided to Renishaw and thereafter) true, accurate, and complete; (b) the Samples do not and will not (at the time provided to Renishaw and thereafter) contain any irritants or any corrosive, reactive, radioactive, chemical hazards, or biological hazards that would require Renishaw's facility to comply with any biosafety level or standard, other than BSL-1 (as defined by the U.S. Centers for Disease Control and Prevention); (c) the Samples do not and will not (at the time provided to Renishaw and thereafter) include any substance that is likely to cause any human disease; and (d) the provision and use of the Samples and the performance of this Agreement do not and will not require the prior approval or consent of any governmental or regulatory authority. Renishaw shall have the right to determine whether the Equipment or its facility shall require any decontamination or cleaning and, if Renishaw shall so determine, then Customer shall pay to Renishaw, on demand, all reasonable costs and expenses incurred by Renishaw in connection therewith. Renishaw shall, at Customer's cost, return the Samples to Customer, but shall not be obligated to destroy or otherwise dispose of any such Samples. Renishaw will not release, give, sell, or otherwise transfer the Samples to any third party.

2. Renishaw will use the Samples for testing and evaluation solely to enable Customer to assess whether to purchase the Equipment from Renishaw. Except for the purposes of verifying the characteristics and specifications requested by Customer or as otherwise required to perform its analysis of the Samples, Renishaw will not analyze, modify, reverse engineer, decompile, or synthesize any of the Samples. Renishaw agrees to share with Customer a summary of its evaluation of the Samples (“Report”); provided, however, that Renishaw is under no obligation to disclose or share any Renishaw IP. Customer agrees that the Report has been prepared solely in accordance with the characteristics, specifications, and requirements provided by Customer. Each party will keep confidential and not use or disclose to any third party (except to its affiliates, distributors, brokers, agents, and representatives and otherwise as required by applicable law, regulation, or order): (a) the existence, terms, and conditions of this Agreement; and (b) the Report; provided, however that Customer may use the Report solely for purposes of assessing whether to purchase the Equipment from Renishaw and Renishaw may (notwithstanding any confidentiality agreement between the parties) use the Report for its own products and services and may publish the information in the Report, but such publication may occur only on the condition that Renishaw does not disclose the name of Customer. Customer will keep confidential and not disclose to any third party (except as required by applicable law, regulation, or order) or use any Renishaw IP in any manner.

3. Nothing in this Agreement sells, assigns, licenses, transfers, or conveys to Customer or any third party any right, title, or interest in or to the Equipment or the Renishaw IP. “Renishaw IP” means all tangible and intangible rights, properties, and assets, including copyrights, trademarks, service marks, domains, patents, technologies, materials, products, tools, skills, know how, trade secrets, expertise, methods, techniques, processes, discoveries, inventions, innovations, processes, specifications, formulae, designs, plans documentation, drawings, data, source code, object code, algorithms, programs, information, and other intellectual or confidential property, including derivative works, modifications, enhancements, improvements, registrations, and applications for registration (each, whether previously, now, or hereafter existing, acquired, used, conceived, developed, or reduced to practice): (a) directly or indirectly relating to the Equipment or spectroscopy; (b) owned or controlled by Renishaw or an affiliate; (c) acquired, discovered, created, developed, or derived by, or on behalf of, Renishaw or an affiliate independently of this Agreement; or (d) licensed by a third party to Renishaw or an affiliate.

4. THE EQUIPMENT, THE RENISHAW IP, AND THE REPORT ARE PROVIDED SOLELY “AS IS, WHERE IS” AND RENISHAW MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE, EITHER EXPRESS OR IMPLIED, ARISING BY CONTRACT, OPERATION OF LAW OR STATUTE, OR OTHERWISE, UNDER, IN CONNECTION WITH, OR RELATED TO, THIS AGREEMENT OR THE SUBJECT MATTER HEREOF (INCLUDING WITH RESPECT TO THE EQUIPMENT, RENISHAW IP, REPORT, OR SAMPLES), AND RENISHAW HEREBY DISCLAIMS ANY AND ALL SUCH REPRESENTATIONS, WARRANTIES, AND GUARANTEES, INCLUDING ANY WARRANTY THAT ANY SOFTWARE IS BUG-FREE OR ERROR FREE; ANY WARRANTY OF MERCHANTABLITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, PERFORMANCE, RESULTS, NON-INFRINGEMENT, TITLE, AND ACCURACY; AND ANY WARRANTY THAT ARISES FROM ANY COURSE OF PERFORMANCE OR USAGE.

5. Renishaw shall under no circumstance whatsoever be liable, obligated, or responsible to the other party or any third party, whether in contract, tort (including negligence), breach of statutory duty, misrepresentation, or otherwise for any consequential, indirect, incidental, special, exemplary, or punitive damages of any amount or type (including loss of, or diminution in, use, business, revenue, profit, goodwill, data, or value) directly or indirectly relating to this Agreement or the subject matter hereof (including with respect to the Equipment, Renishaw IP, Report, or Samples). Renishaw's total liability, obligation, and responsibility in contract, tort (including negligence), breach of statutory duty, misrepresentation, or otherwise arising out of, or in connection with, this Agreement or relating to the subject matter hereof (including with respect to the Equipment, Renishaw IP, Report, or Samples) is limited to $1,000.

6. This Agreement and any dispute arising in connection herewith shall be governed by, and interpreted in accordance with, the substantive laws of the State of Illinois, without regard to conflict of law principles. No amendment to this Agreement shall be effective unless in writing and signed by the parties. All references to “including” and words of similar import will be deemed to be followed by the words “without limitation.” If any provision of this Agreement is or becomes invalid, illegal, or unenforceable, then it shall, to the extent required, be deemed deleted, and the validity and enforceability of the other provisions of this Agreement shall not be affected. This Agreement constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior and contemporaneous understandings and arrangements (written, electronic, or oral) by or between the parties regarding such subject matter. This Agreement reflects the exclusive terms and conditions regarding the subject matter hereof and Renishaw rejects all different or additional terms and conditions submitted by Customer. No party hereto, nor any attorney of any party, shall be deemed the drafter of this Agreement for the purpose of interpreting or construing any of its provisions, and no rule of construction resolving any ambiguity against the drafting party shall be applicable to this Agreement. Each party shall bear its own costs, fees, and expenses associated with the negotiation, execution, and performance of this Agreement.