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HomeMy WebLinkAboutP-22-196 Qiagen LLC Agreement.pdf d-40% County of Fresno INTERNAL SERVICES DEPARTMENT Facilities • Fleet•Graphics• Purchasing •Security•Technology O� 185�O PROCUREMENT AGREEMENT Agreement Number P-22-196 May 11, 2022 Qiagen LLC 19300 Germantown Road Germantown, MD 20874 The County of Fresno (County) hereby contracts with Qiagen LLC (Contractor)to provide service maintenance in accordance with the text of this agreement, Attachment"A", by this reference made a part hereof. TERM: This Agreement shall become effective April 3, 2022 and shall remain in effect through April 2, 2025. MINIMUM ORDERS: Unless stated otherwise there shall be no minimum order quantity. The County reserves the right to increase or decrease orders or quantities. CONTRACTOR'S SERVICES: Contractor shall perform the services as described in Attachment"A" attached, at the rates set forth in Attachment"A". ORDERS: Orders will be placed on an as-needed basis by the Department of Public Health under this contract. PRICES: Prices shall be firm for the contract period. Any pricing changes which may take place during the life of the contract must be submitted in writing to the County of Fresno Purchasing Manager and received no less than thirty (30) days prior to becoming effective. MAXIMUM: In no event shall services performed and/or fees paid under this Agreement be in excess of Twenty Thousand Six Hundred and Eighty-Two Dollars ($20,682.00). ADDITIONAL ITEMS: The County reserves the right to negotiate additional items to this Agreement as deemed necessary. Such additions shall be made in writing and signed by both parties. DELIVERY: The F.O.B. Point shall be the destination within the County of Fresno. All orders shall be delivered complete as specified. All orders placed before Agreement expiration shall be honored under the terms and conditions of this Agreement. DEFAULT: In case of default by Contractor, the County may procure the articles/services from another source and may recover the loss occasioned thereby from any unpaid balance due the Contractor or by any other legal means available to the County. The prices paid by County shall be considered the prevailing market price at the time such purchase is made. Inspection of deliveries or offers for delivery, which do not meet specifications, will be at the expense of Contractor. 333 W.Pontiac Way,Clovis,CA 93612/(559)600-7110 *The County of Fresno is an Equal Employment Opportunity Employer PROCUREMENT AGREEMENT NUMBER: P-22-196 Page 2 Qiagen LLC May 11, 2022 INVOICING: An itemized invoice shall be sent to requesting County department in accordance with invoicing instructions included in each order referencing this Agreement. The Agreement number must appear on all shipping documents and invoices. Invoice terms shall be Net 45 Days. INVOICE TERMS: Net forty-five (45) days from the receipt of invoice. TERMINATION: The County reserves the right to terminate this Agreement upon thirty (30) days written notice to the Contractor. LAWS AND REGULATIONS: The Contractor shall comply with all laws, rules and regulations whether they be Federal, State or municipal, which may be applicable to Contractor's business, equipment and personnel engaged in service covered by this Agreement. AUDITS AND RETENTION: Terms and conditions set forth in the agreement associated with the purchased goods are incorporated herein by reference. In addition, the Contractor shall maintain in good and legible condition all books, documents, papers, data files and other records related to its performance under this contract. Such records shall be complete and available to Fresno County, the State of California, the federal government or their duly authorized representatives for the purpose of audit, examination, or copying during the term of the contract and for a period of at least three years following the County's final payment under the contract or until conclusion of any pending matter (e.g., litigation or audit), whichever is later. Such records must be retained in the manner described above until all pending matters are closed. LIABILITY: The Contractor agrees to: Pay all claims for damage to property in any manner arising from Contractor's operations under this Agreement. Indemnify, save and hold harmless, and at County's request defend the County, its officers, agents and employees from any and all claims for damage or other liability, including costs, expenses (including attorney's fees and costs), causes of action, claims or judgments resulting out of or in any way connected with Contractor's performance or failure to perform by Contractor, its agents, officers or employees under this Agreement, and from any and all costs and expenses (including attorney's fees and costs), damages, liabilities, claims, and losses occurring or resulting to any person, firm or corporation who may be injured or damaged by the performance, or failure to perform, of Contractor, its officers, agents, or employees under this Agreement. INSURANCE: Without limiting the COUNTY's right to obtain indemnification from CONTRACTOR or any third parties, CONTRACTOR, at its sole expense, shall maintain in full force and effect, the following insurance policies or a program of self-insurance, including but not limited to, an insurance pooling arrangement or Joint Powers Agreement(JPA)throughout the term of the Agreement: A. Commercial General Liability: Commercial General Liability Insurance with limits of not less than Two Million Dollars ($2,000,000.00) per occurrence and an annual aggregate of Four Million Dollars ($4,000,000.00). This policy shall be issued on a per occurrence basis. County may require specific coverage including completed operations, product liability, contractual liability, Explosion-Col lapse- Underground, fire legal liability or any other liability insurance deemed necessary because of the nature of the contract. B. Automobile Liability: Comprehensive Automobile Liability Insurance with limits of not less than One Million Dollars ($1,000,000.00) per accident for bodily injury and for property damages. Coverage should include any auto used in connection with this Agreement. C. Professional Liability: If Contractor employs licensed professional staff, (e.g., Ph.D., R.N., L.C.S.W., M.F.C.C.) in providing services, Professional Liability Insurance with limits of not less than One Million Dollars ($1,000,000.00) per occurrence, Three Million Dollars ($3,000,000.00) annual aggregate. D. Worker's Compensation: A policy of Worker's Compensation insurance as may be required by the California Labor Code. G:\PUBLIC\CONTRACTS&EXTRACTS\2022 CONTRACTS\P-22-196 QIAGEN LLC\P-22-196 QIAGEN LLC AGREEMENT.DOCx PROCUREMENT AGREEMENT NUMBER: P-22-196 Page 3 Qiagen LLC May 11, 2022 Additional Requirements Relatinq to Insurance: Contractor shall obtain endorsements to the Commercial General Liability insurance naming the County of Fresno, its officers, agents, and employees, individually and collectively, as additional insured, but only insofar as the operations under this Agreement are concerned. Such coverage for additional insured shall apply as primary insurance and any other insurance, or self-insurance, maintained by County, its officers, agents and employees shall be excess only and not contributing with insurance provided under Contractor's policies herein. This insurance shall not be cancelled or changed without a minimum of thirty(30) days advance written notice given to County. Contractor hereby waives its right to recover from County, its officers, agents, and employees any amounts paid by the policy of worker's compensation insurance required by this Agreement. Contractor is solely responsible to obtain any endorsement to such policy that may be necessary to accomplish such waiver of subrogation, but Contractor's waiver of subrogation under this paragraph is effective whether or not Contractor obtains such an endorsement. Within Thirty (30) days from the date Contractor signs and executes this Agreement, Contractor shall provide certificates of insurance and endorsement as stated above for all of the foregoing policies, as required herein, to the County of Fresno, Department of Public Health, P.O. Box 11867, Fresno, CA 93775, Attention: Contracts Section—6th Floor, stating that such insurance coverage have been obtained and are in full force; that the County of Fresno, its officers, agents and employees will not be responsible for any premiums on the policies; that such Commercial General Liability insurance names the County of Fresno, its officers, agents and employees, individually and collectively, as additional insured, but only insofar as the operations under this Agreement are concerned; that such coverage for additional insured shall apply as primary insurance and any other insurance, or self-insurance, maintained by County, its officers, agents and employees, shall be excess only and not contributing with insurance provided under Contractor's policies herein; and that this insurance shall not be cancelled or changed without a minimum of thirty(30) days advance, written notice given to County. Certificates of Insurance are to include the contract number at the top of the first page. In the event Contractor fails to keep in effect at all times insurance coverage as herein provided, the County may, in addition to other remedies it may have, suspend or terminate this Agreement upon the occurrence of such event. All policies shall be with admitted insurers licensed to do business in the State of California. Insurance purchased shall be purchased from companies possessing a current A.M. Best, Inc. rating of A FSC VII or better. COMING ON COUNTY PROPERTY TO DO WORK: Contractor agrees to provide maintain and furnish proof of Comprehensive General Liability Insurance with limits of not less than $500,000 per occurrence. INDEPENDENT CONTRACTOR: In performance of the work, duties and obligations assumed by Contractor under this Agreement, it is mutually understood and agreed that Contractor, including any and all of Contractor's officers, agents, and employees will at all times be acting and performing as an independent contractor, and shall act in an independent capacity and not as an officer, agent, servant, employee,joint venturer, partner, or associate of the County. Furthermore, County shall have no right to control or supervise or direct the manner or method by which Contractor shall perform its work and function. However, County shall retain the right to administer this Agreement so as to verify that Contractor is performing its obligations in accordance with the terms and conditions thereof. Contractor and County shall comply with all applicable provisions of law and the rules and regulations, if any, of governmental authorities having jurisdiction over matters the subject thereof. Because of its status as an independent contractor, Contractor shall have absolutely no right to employment rights and benefits available to County employees. Contractor shall be solely liable and responsible for providing to, or on behalf of, its employees all legally-required employee benefits. In addition, Contractor shall be solely responsible and save County harmless from all matters relating to payment of Contractor's employees, including compliance with Social Security, withholding, and all other regulations governing such G:\PUBLIC\CONTRACTS&EXTRACTS\2022 CONTRACTS\P-22-196 QIAGEN LLC\P-22-196 QIAGEN LLC AGREEMENT.DOCX PROCUREMENT AGREEMENT NUMBER: P-22-196 Page 4 Qiagen LLC May 11, 2022 matters. It is acknowledged that during the term of this Agreement, Contractor may be providing services to others unrelated to the County or to this Agreement. NON-ASSIGNMENT: Neither party shall assign, transfer or sub-contract this Agreement nor their rights or duties under this Agreement without the written consent of the other party. AMENDMENTS: This Agreement constitutes the entire Agreement between the Contractor and the County with respect to the subject matter hereof and supersedes all previous negotiations, proposals, commitments, writings, advertisements, publications, Request for Proposals, Bids and understandings of any nature whatsoever unless expressly included in this Agreement. This Agreement supersedes any and all terms set forth in Contractor's invoice. This Agreement may be amended only by written addendum signed by both parties. INCONSISTENCIES: In the event of any inconsistency in interpreting the documents which constitute this Agreement, the inconsistency shall be resolved by giving precedence in the following order of priority: (1)the text of this Agreement(excluding Attachment"A"); (2)Attachment"A". GOVERNING LAWS: This Agreement shall be construed, interpreted and enforced under the laws of the State of California. Venue for any action shall only be in County of Fresno. ELECTRONIC SIGNATURES: The parties agree that this Agreement may be executed by electronic signature as provided in this section. A. An "electronic signature" means any symbol or process intended by an individual signing this Agreement to represent their signature, including but not limited to (1) a digital signature; (2) a faxed version of an original handwritten signature; or(3) an electronically scanned and transmitted (for example by PDF document)of a handwritten signature. B. Each electronic signature affixed or attached to this Agreement (1) is deemed equivalent to a valid original handwritten signature of the person signing this Agreement for all purposes, including but not limited to evidentiary proof in any administrative or judicial proceeding, and (2) has the same force and effect as the valid original handwritten signature of that person. C. The provisions of this section satisfy the requirements of Civil Code section 1633.5, subdivision (b), in the Uniform Electronic Transaction Act(Civil Code, Division 3, Part 2, Title 2.5, beginning with section 1633.1). D. Each party using a digital signature represents that it has undertaken and satisfied the requirements of Government Code section 16.5, subdivision (a), paragraphs (1)through (5), and agrees that each other party may rely upon that representation. This Agreement is not conditioned upon the parties conducting the transactions under it by electronic means and either party may sign this Agreement with an original handwritten signature. Please acknowledge your acceptance by returning all pages of this Agreement to my office via email or USPS. Please refer any inquiries in this matter to ErinJones, Purchasing Analyst, at 559-600-7120 or eiones(a)fresnocountyca.gov G:\PUBLIC\CONTRACTS&EXTRACTS\2022 CONTRACTS\P-22-196 QIAGEN LLC\P-22-196 QIAGEN LLC AGREEMENT.DOCx PROCUREMENT AGREEMENT NUMBER: P-22-196 Page 5 Qiagen LLC May 11, 2022 FOR THE COUNTY OF FRESNO Digitally signed by Gary Cornuelle Gary O rn U e I I e Date:2022.06.21 11:17:12-07-00- Gary E. Cornuelle Purchasing Manager 333 W. Pontiac Way Clovis, CA 93612 GEC:EJ G:\PUBLIC\CONTRACTS&EXTRACTS\2022 CONTRACTS\P-22-196 QIAGEN LLC\P-22-196 QIAGEN LLC AGREEMENT.D000 PROCUREMENT AGREEMENT NUMBER: P-22-196 Page 6 Qiagen LLC May 11, 2022 CONTRACTOR TO COMPLETE: Company: Qiagen LLC Type of Entity: ❑ Individual EJ Limited Liability Company ❑ Sole Proprietorship ❑ Limited Liability Partnership ❑ Corporation ❑ General Partnership 19300 Germantown Road Germantown MD 20874 Address City State Zip 800-426-8157 800-718-2056 InstrumentServiceSales_NA@giagen.com TELEPHONE NUMBER FAX NUMBER E-MAIL ADDRESS Print Name & Title: Tim Grabham, Assistant Print Name &Title: Cori Myers, Director Contracts Secretary Signature: , �4 Signature: �D June 14, 2022 ACCOUNTING USE ONLY ORG No.: 5622200847 Account No.: 7295 Requisition No.: 56201620 (09/2021) G:\PUBLIC\CONTRACTS&EXTRACTS\2022 CONTRACTS\P-22-196 QIAGEN LLC\P-22-196 QIAGEN LLC AGREENIENT.D000 •000P PROCUREMENT AGREEMENT NUMBER: P-22-196 Attachment A ***of Qiagen LLC ••••• May 11, 2022 QIAGEN Agreement Number 220311 US01473786HA Quote requested by: Mr.Jeff Bulawit Fresno County Human Services 1221 Fulton Street Building Public Health Lab Fresno, 93702 Phone:+15596006392 Fax: jbulawit@fresnocountyca.gov Customer Number 38631 Quote Line Item Catalog List Price Unit Price Total Number Quantity # Product [USD] [USD] Price [USD] 06494709 1 9245208 QlAcube Connect, Full Agreement 3,447.00 10,341.00 10,341.00 06494710 1 9245208 QlAcube Connect, Full Agreement 3,447.00 10,341.00 10,341.00 Quote Total[USD]:20,682.00 Included Service Agreement Products: Quote Line Item Number 06494709: QlAcube Connect, Full Agreement [Contract duration(in months): 36] Cat No. Payment List Price[USD] Unit Price[USD] Total Price[USD] 9245208 Annual 3,447.00 10,341.00 10,341.00 Description: Repair service delivery:onsite Service response time(repair):48 hours/2 business days Periodic inspection/maintenance:yes, 1/agreement year Inspection/maintenance delivery:onsite Cost coverage for repair parts:yes,full coverage Cost coverage for labor:yes,full coverage Cost coverage for travel:yes,full coverage Replacement system(Loaner)provision: not applicable Transportation cost coverage:not applicable Validity: 04/03/2022-04/02/2025 This agreement is valid for the following instrument: QlAcube Connect, 856 Quote Line Item Number 06494710: QlAcube Connect, Full Agreement [Contract duration(in months): 36] Cat No. Payment List Price[USD] Unit Price[USD] Total Price[USD] 9245208 Annual 3,447.00 10,341.00 10,341.00 Description: Repair service delivery:onsite Service response time(repair):48 hours/2 business days Periodic inspection/maintenance:yes, 1/agreement year Inspection/maintenance delivery:onsite Cost coverage for repair parts:yes,full coverage Cost coverage for labor:yes,full coverage Cost coverage for travel:yes,full coverage Replacement system(Loaner)provision: not applicable Transportation cost coverage:not applicable Validity: 04/03/2022-04/02/2025 This agreement is valid for the following instrument: QlAcube Connect,886 Page 2 of 3 QIAGEN LLC 119300 Germantown Road I Germantown,MD 20874-1415 1 US Orders:800-426-8157 1 Fax:800-718-2056 1 www.giagen.com General Terms and Conditions for Support Agreements 1.DEFINITIONS (a) "QIAGEN"means QIAGEN, LLC. (b) "Equipment" means molecular biology robotic workstations and/or other instrumentation as specifically designated in attached quotation. (c) "Service" means activities performed by QIAGEN, or by QIAGEN's authorized representative, including, but not limited to, removal, maintenance,repair,overhaul,replacement and inspection of Equipment. (d) "Part(s)" means the component good(s) sold or otherwise delivered to Customer by QIAGEN as may be required for the Service. (e) "Customer" means the person or entity placing an order with QIAGEN for Equipment,Service or Parts, as identified in the attached quotation. (f) "Support Agreement"means the agreement entered into by Customer and QIAGEN for Service and/or Parts. (g) "Response time"means the time from QIAGEN's receipt of Customer's request for support to QIAGEN's dispatch of a Service Specialist. In the event that QIAGEN determines in its sole discretion that a Service Specialist should be dispatched,QIAGEN will use commercially reasonable efforts to have the Service Specialist on site within the same period of time. 2.TERMS AND CONDITIONS a) The Support Agreement shall be comprised of the attached quotation,if any,and these Terms and Conditions("Terms").All other terms or conditions of service,purchase,sales or otherwise shall be binding only if duly executed by a legally authorized representative of QIAGEN.Any other terms, conditions or provisions, whether proposed by Customer orally or in writing, shall be of no effect and the sale of Part(s) or performance of Service by QIAGEN shall not constitute acceptance of such other terms, conditions or provisions.These Terms shall override and supersede any previous negotiations, agreement or arrangement between QIAGEN and Customer in relation to the supply of the Service and/or Part(s). b) Information and advice given orally or contained in QIAGEN's publicity material, advertisements, catalogues or correspondence between QIAGEN and Customer outside of any period of Service coverage is given gratuitously and without liability on the part of QIAGEN and shall not form part of the Support Agreement. c) Except as specifically stated in the Support Agreement,QIAGEN makes no warranty or representation(whether express or implied by statute, law, custom or usage) as to the nature, quality or fitness of Part(s) or as to their conformity with any description or sample. 6600411111 ••••• 00000 Sample to Insight QIAGEN Sample to Insight 3.ELIGIBILITY (a) Equipment is automatically deemed eligible for inclusion under a Support Agreement, provided that it is located in North America and covered by a valid QIAGEN warranty or pre-existing QIAGEN Support Agreement immediately prior to the commencement date of the new coverage period. (b) Equipment not falling within clause 3(a)shall be subject to inspection and possible repair by QIAGEN,before being deemed eligible for inclusion under a Support Agreement.Customer shall be charged QIAGEN's standard rates in effect at that time for all labor,Part(s),and other expenses incurred for this inspection and for any corrective maintenance required to restore the Equipment to a state of eligibility for inclusion under a Support Agreement.QIAGEN shall notify Customer of its approval for Customer to proceed with purchase of the Support Agreement. The Support Agreement shall be purchased within thirty (30)days of such approval,and the commencement date of the Support Agreement shall be designated as the day following such approval.If the purchase of the Support Agreement is not accomplished within such thirty(30)days,another inspection and approval shall be required by QIAGEN and shall be performed at QIAGEN's standard rates. (c) Unless otherwise specifically agreed in writing by QIAGEN,the Support Agreement will not cover any Equipment:(i)which has been misused,or subjected to unusual physical or electrical stress;(ii)which is modified by Customer without the prior consent of QIAGEN; (iii) which has been serviced, or had service attempted, by anyone other than QIAGEN, or QIAGEN's authorized representative;(iv)which has been relocated without the prior consent of QIAGEN;(v)which resides in a location where QIAGEN has insufficient resources to provide adequate support;or(vi)which has been used for more than seven(7) years from declaration by QIAGEN as obsolete. 4.COMMENCEMENT AND TERM (a) Unless otherwise specified in writing by QIAGEN,any quotation for Service or Support Agreement submitted to Customer by QIAGEN is firm for,and will expire,sixty(60)days after the date of its issuance.The Support Agreement will be effective(a) as of the date herein specified or(b)as of the date QIAGEN commences the Service or supplies Part(s),whichever is earlier ("Start Date"). (b) The Support Agreement shall be effective for the validity period specified in the attached quotation,if any,subject to earlier termination as provided for in clause 17. Otherwise,the Support Agreement shall be effective for the period of one(1)year from the Start Date subject to earlier termination as provided for in clause 17. The Support Agreement may be renewed at the same terms upon the mutual written consent of the parties. S.SERVICE (a) To keep the Equipment in good operating condition,QIAGEN agrees to provide Customer with the Service under the Support Agreement.The Service includes preventive maintenance for the Equipment as described in the Support Agreement. Unless expressly stipulated in the Support Agreement, Service shall not include corrective maintenance in the event of interruption in the operation of the Equipment.It shall be at QIAGEN's option to utilize new or refurbished Part(s)to accomplish such maintenance.Any part replaced by QIAGEN during Service shall become the property of QIAGEN and Customer shall ensure that QIAGEN may take title to such part clear of any interest, claim, lien or encumbrance of any third party or shall in the alternative indemnify QIAGEN to the value of the replacement cost of such part. (b) All Service shall be performed during QIAGEN's normal working hours,i.e.8:00 AM to 5:00 PM in the time zone where work is to be performed, Monday to Friday (except for QIAGEN's published or National holidays), unless otherwise expressly agreed in writing by QIAGEN. 2 General Terms and Conditions for Support Agreements-QIAGEN LLC 12/2020 (c) For Services performed or Parts delivered not required by this Support Agreement, QIAGEN's standard rates will apply. QIAGEN may subcontract its duties hereunder to a third party without the consent of Customer. Unless expressly stated in the Support Agreement, coverage does not include (i) the supply of consumables and accessories (including, without limitation, lamps, glass parts, paper, filters, syringes, peristaltic pump tubings, air filters, diskettes, ink ribbons, lighting connections, columns, thermostatic plates, detectors, spacers and chemicals); (ii) any supplied computer(s), computing equipment and accessories outside of the manufacturer warranty;(iii)the recovery of data in the event of loss or damage to data carriers(including without limitation hard drives)and/or software; (iv) modification to or relocation of Equipment;or (v)application assistance for protocol/method development or Customer training.Any of the foregoing if not covered by the Support Agreement can be quoted and performed separately by QIAGEN. 6.CUSTOMER'S RESPONSIBILITIES (a) Customer shall maintain an Appropriate Environment for the Equipment and shall perform the necessary preventive maintenance for the Equipment,according to the procedures specified by QIAGEN,to prevent Equipment failure,including without limitation the leakage of lubricating fluids, hydraulic fluids and oils. "Appropriate Environment" means, but is not limited to, the storage or operation of the Equipment on a level surface,free of impacts and shocks, and in an ambient atmosphere the temperature, pressure and particle content of which have at all times been within the tolerances of the Equipment as specified by QIAGEN. (b) If the Support Agreement includes corrective maintenance or repair,Customer shall promptly notify QIAGEN of Equipment failure and allow QIAGEN on request full and free access to the Equipment,subject to compliance with the applicable site policies. (c) Customer shall provide the consumable supplies which are required for the Service, unless otherwise noted in the Support Agreement. Upon request by QIAGEN, Customer agrees to provide reasonable facilities, required for the Service, such as secure storage space,a designated work area with adequate heat and lighting,and a local telephone line. (d) Customer shall save a backup file of data,including,without limitation,parameter and performance data for the Equipment before the Service is provided by QIAGEN. In addition, Customer shall be responsible for removing any Protected Health Information from the instrument prior to service. (e) Customer shall confirm after the Service is provided by QIAGEN that the Equipment is in good operating condition and is functioning as intended. (f) Customer shall maintain a safe working environment for QIAGEN's service personnel and provide them with any appropriate information for the measures to take in case of an emergency. (g) Customer shall designate a contact person who is suitably experienced with the Equipment. 7.DELIVERY AND PERFORMANCE (a) Dates and time given for completion of Service or delivery of Part(s) are given as estimates only and shall not constitute a term or condition of the Support Agreement. Time shall not be of the essence. While QIAGEN will use commercially reasonable efforts to meet any time estimate,it reserves the right to amend any estimate. (b)QIAGEN will deliver Part(s) in such installments as it considers expedient. Failure by QIAGEN to deliver one or more installments shall not entitle Customer to claim compensation or to terminate or suspend the Support Agreement or reject those or subsequent deliveries. (c) Unless otherwise stipulated in the quotation,delivery of any Part(s) hereunder shall be made FCA QIAGEN's facility. General Terms and Conditions for Support Agreements-QIAGEN LLC 12/2020 3 (d)Customer shall,until payment in full has been made, keep Part(s)in good merchantable condition and fully insure them on QIAGEN's behalf for not less than the price payable to QIAGEN and all the proceeds of such insurance shall be held automatically in favor of QIAGEN. Customer grants QIAGEN an irrevocable license to enter Customer's premises to recover any Part(s)or other materials which are QIAGEN's property. 8.PRICES Prices for the Support Agreement shall be the lesser of QIAGEN's List Price in effect at the time of the Start Date or the price listed on the quotation attached hereto. Unless otherwise specified in writing by QIAGEN,the price of the Support Agreement,Service,or Parts are exclusive of transportation, insurance, license fees,customs duties, or sales, use, excise or other similar taxes. Customer shall pay all such duties or taxes except for the taxes imposed on QIAGEN's net income. 9.PAYMENT The payment for the Support Agreement shall be made by Customer net(a)in accordance with the payment conditions set forth on the quotation attached hereto, if any, or, (b) failing any such conditions being specified therein and in the case of Services or Part(s)being supplied outside the scope of the Support Agreement,forty-five(45)days after the invoice date,in each case unless payment is to be made by credit card,in which case the credit card payment must be processed at the time of order. 10.WARRANTY (a) QIAGEN warrants that Part(s) shall be free from defects and conform to QIAGEN's specifications, if any, under normal use and service for a period of three(3)months from the date of receipt by Customer.This warranty shall not cover consumable goods in normal use or those of limited life, and QIAGEN only warrants that, at the time of shipment, such goods meet applicable specifications furnished or approved by QIAGEN. (b) QIAGEN warrants that any Service or other work performed by it shall be carried out by specially trained and equipped QIAGEN personnel or authorized representatives. (c) QIAGEN provides a limited warranty covering the work performed under the terms of this Support Agreement.This warranty shall last for a period of thirty (30) calendar days from the completion of authorized repairs. During the warranty period, QIAGEN will,at its sole cost and expense,correct any defects in workmanship related to repairs performed underthis Support Agreement.This warranty covers labor only and does not extend to Part(s). (d) The foregoing warranties are exclusive and in lieu of all other warranties, whether expressed or implied, written or oral, statutory or otherwise, including,without limitation, any implied warranty of satisfactory quality or fitness for a particular purpose or merchantability. 11.HEALTH AND SAFETY (a) Customer shall ensure that its employees,subcontractors and agents working in the immediate and adjacent areas where the Equipment is located are adequately trained in and comply with all relevant and applicable health and safety regulations. Customer will further ensure that an appropriately trained employee of Customer or third-party authorized by Customer remains within visual range of QIAGEN's personnel during the performance of Service on the Equipment. (b) Without limiting the generality of the foregoing, Customer shall ensure that the Equipment is disinfected and decontaminated prior to the performance of Service thereon by QIAGEN's personnel or authorized representatives. 4 General Terms and Conditions for Support Agreements-QIAGEN LLC 12/2020 12.LIMITATION OF LIABILITY IN NO EVENT SHALL QIAGEN BE LIABLE FOR ANY INDIRECT, INCIDENTIAL, SPECIAL OR CONSEQUNTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF PROPERTY, LOSS OF PROFITS OR PRODUCTION DAMAGES RESULTING FROM THE EQUIPMENT OR PARTS, OR CAUSED BY INSTALLATION, MAINTENANCE OR OTHER PERFORMANCE BY QIAGEN UNDER THESE TERMS AND THE SUPPORT AGREEMENT,WHETHER A CLAIM FOR SUCH DAMAGES IS BASED UPON WARRANTY,CONTRACT OR TORT.SAVE IN RESPECT OF PERSONAL INJURY OR DEATH caused by QIAGEN's gross negligence or willful misconduct, QIAGEN'S TOTAL LIABILITY FOR LOSS OR DAMAGE ARISING OUT OF OR IN RELATION TO THE SUPPORT AGREEMENT SHALL IN NO EVENT EXCEED THE AMOUNT PAID BY CUSTOMER TO QIAGEN WITH REGARD TO THE SUPPORT AGREEMENT.ANY CLAIM FROM THE CUSTOMER SHALL BE TIME BARRED ONE YEAR AFTER THE DAMAGE WAS CAUSED. 13.SOFTWARE LICENSE The Software contained in the Equipment or Part(s) ("Software"), if any, shall be disclosed to Customer in confidence and shall be licensed to Customer for Customer's internal use only and for the life of the Equipment or Part(s).Customer agrees that the Software is the intellectual and proprietary property of QIAGEN or its licensor and that the title to, ownership of and the copyright of the Software shall remain with QIAGEN or its licensor. Customer agrees not to copy, reproduce or modify the Software and shall not make the Software available to any other parties by means of sale, lease, rental, license or otherwise, without the prior written consent of QIAGEN. Customer further agrees not to alter or remove any copyright, trade secret, patent, proprietary and/or other legal notices contained in the Software. 14.CONFIDENTIALITY Customer agrees to hold in confidence any and all information of a confidential nature regarding QIAGEN's business or affairs, including,without limitation,data provided by QIAGEN regarding the design,structure,or manufacturing methods of the Equipment and Part(s)and agrees not to disclose the same to any person,firm or corporation.The foregoing confidentiality obligation of Customer shall not be applicable,if Customer can demonstrate that:(i)information is already generally available to the public;(ii)information hereafter becomes generally available to the public,through no fault of Customer;(iii)information was already known to Customer prior to the disclosure thereof by QIAGEN;or(iv)information lawfully becomes known to Customer through a third party. 15. DATA PRIVACY The parties acknowledge that in certain circumstances,for business and safety reasons,Customer may wish to collect personal or biometric data(as defined by applicable privacy legislation,and which may include but shall not be limited to fingerprints,DNA or RNA samples,photographs,or signatures)from QIAGEN employees who will perform services on Customer's premises or enter Customer's facilities for other business reasons.Customer will bear all costs associated with the collection of such data,and Customer agrees to comply with all applicable data privacy and security laws and regulations in collecting,storing,handling,and using such personal and/or biometric data,and will indemnify QIAGEN,defend and assume the settlement of,and the defense of any suit or suits or other legal proceedings brought to enforce all losses,damages,injuries,claims,demands,and expenses ("Liability")arising out of Customer's breach of such applicable data privacy and security laws or regulations,and shall pay all judgments entered in any such suit or suits or other legal proceedings,except for Liability resulting from QIAGEN's gross negligence or willful misconduct.The indemnities and assumptions of liabilities and obligations herein provided for shall continue in full force and effect notwithstanding termination of any purchase or service agreement between the parties,whether by expiration of time, by operation of law,or otherwise. General Terms and Conditions for Support Agreements-QIAGEN LLC 12/2020 5 16.FORCE MAJEURE Neither party hereto shall be liable for default of any obligation hereunder if such default results from a force majeure event,which includes, without limitation, governmental acts or directives; strikes; acts of God; war; insurrection, riot or civil commotion; fires, flooding or water damage; explosions, embargoes, delays in delivery, or failure to obtain or withdrawal of any export or import license, whether of the kind herein enumerated or otherwise, which are not within the reasonable control of the party affected. Force Majeure does not excuse either party'obligation to make payments for Equipment or Parts already received or Services already rendered. 17.TERMINATION (a) Either party may terminate the Support Agreement: (1) if the other party defaults in its obligation(s) hereunder, provided that such default is not cured within thirty(30)days upon written notice to the defaulting party;or(2)any of the following events occurs:(i)distress or execution is levied against any of the other's assets and is not paid or discharged within seven days; or a judgment against the other remains unsatisfied for more than seven (7) days; or a receiver is appointed with respect to any of the other's assets; (ii) a petition is presented for the winding up of, or for an administration order to be made in relation to the other;or a resolution is passed for the other's winding up(other than a members'voluntary winding up for the purposes of a bone fide amalgamation or reconstruction)or(iii) any event in a foreign jurisdiction analogous to, or comparable with, (i) and (ii) above. QIAGEN may terminate the Support Agreement in case of the sale or dissolution of the company of the Customer. (b) Except as permitted by clause 17(a),Customer shall not terminate the Support Agreement without the prior written consent of QIAGEN. If Customer seeks early termination for any reason other than those permitted by clause 17(a),Customer shall not be entitled to a refund or credit of any kind. (c) A termination hereunder shall not affect any rights or obligations of either party which have accrued prior to termination. Articles 10 and 12 through 18 hereof shall survive the termination of the Support Agreement,as well as such other provisions as may be necessary to interpret any of the foregoing. 18.GOVERNING LAW AND ARBITRATION;CLASS ACTION WAIVER (a) Governing Law.This Agreement and any claims,disputes or causes of action relating to or arising out of this Agreement shall be construed in accordance with and governed by the laws of the State of Maryland without giving effect to the conflict of laws principles thereof. All claims under this Agreement which cannot be amicably settled shall be submitted to binding arbitration as set forth below. (b) Mandatory Binding Arbitration.Prior to arbitration,the parties shall seek informal resolution of disputes.The process shall be initiated with written notice of one party to the other, describing the dispute with reasonable particularity.The other party shall respond within ten(10)calendar days. Each party shall promptly designate an executive with requisite authority to resolve the dispute,and the first meeting shall occur within 10 calendar days from the response described above. If the dispute is not resolved within 10 calendar days of the first meeting, either party may proceed to arbitration as set forth below. i. The parties agree that any claim or dispute between them,and any claim by either of party against any agent,employee, successor, or assign of the other, related to this Agreement, including any dispute as to the validity or applicability of this arbitration clause, shall be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, except where those rules are intentionally varied by the parties herein or pursuant to mutual agreement.The parties expressly agree that the arbitration shall be conducted in Washington, DC, 6 General Terms and Conditions for Support Agreements-QIAGEN LLC 12/2020 in the English language,and under Maryland law.The prevailing party shall be entitled to a reimbursement of all of its reasonable attorney fees and arbitration costs by the other party.The arbitration award shall be final. ii. The parties enter into this arbitration agreement in connection with a transaction involving interstate commerce. Accordingly,this arbitration agreement,and any proceedings thereunder,shall be governed by the Federal Arbitration Act("FAA")9 USC 1-16. Any award by the arbitrator may be entered as a judgment in any court having jurisdiction. (c) Class Action Waiver. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,ARBITRATION SHALL PROCEED SOLELY ON AN INDIVIDUAL BASIS WITHOUT THE RIGHT FOR ANY CLAIMS OR DISPUTES TO BE ARBITRATED OR LITIGATED ON A CLASS ACTION BASIS OR ON BASES INVOLVING CLAIMS BROUGHT IN A PURPORTED REPRESENTATIVE CAPACITY ON BEHALF OF OTHERS OR ANY GOVERNMENTAL BODY OR THE PUBLIC. DISPUTES MAY NOT BE JOINED OR CONSOLIDATED UNLESS AGREED TO IN WRITING BY ALL PARTIES. TO THE EXTENT EITHER PARTY IS PERMITTED BY LAW OR COURT OF LAW TO PROCEED WITH A CLASS OR REPRESENTATIVE ACTION AGAINST THE OTHER, THE PARTIES AGREE THAT: THE PREVAILING PARTY SHALL NOT BE ENTITLED TO RECOVER ATTORNEYS' FEES OR COSTS ASSOCIATED WITH PURSUING THE CLASS OR REPRESENTATIVE ACTION (NOT WITHSTANDING ANY OTHER PROVISION IN THIS AGREEMENT);AND(II)THE PARTY WHO INITIATES OR PARTICIPATES AS A MEMBER OFTHE CLASS WILL NOT SUBMIT A CLAIM OR OTHERWISE PARTICIPATE IN ANY RECOVERY SECURED THROUGH THE CLASS OR REPRESENTATIVE ACTION. (d) Waiver of Rights,Including Trial By Jury. By agreeing to arbitration,the parties understand and agree that they are waiving their rights to maintain other available resolution processes, such as a court action or administrative proceeding,to settle their disputes.The rules in arbitration are different.There is no judge or jury, and review of an arbitrator's decision is very limited.EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL INVOLVING ANY CLAIMS OR DISPUTES. General Terms and Conditions for Support Agreements-QIAGEN LLC 12/2020 7 19.MISCELLANEOUS (a) Assignment:The Support Agreement is not assignable or transferable by either party,in whole or in part,except with the written consent of the other party, except that QIAGEN may assign to an affiliate or successor without prior written consent. (b) Waiver:The failure of either party to enforce any of the terms or conditions hereof shall not be deemed a waiver of such party's right to enforce these Terms. (c) Modification: These Terms shall not be modified or amended except in a written agreement signed by an authorized representative of each party. (d) Severability:The invalidity or unenforceability of any provision of these Terms shall not affect the validity or enforceability of any other provision of the Terms,which shall remain in full force and effect. 1119744 11/2019