Online Purchase Terms

JOINED BIO, INC.

ONLINE PURCHASE TERMS – MARCH 11, 2025

These online purchase terms (the “Purchase Terms”) apply to all Joined Bio quotes, statements(s) of work, work orders, and purchase orders (“Purchase Document(s)”) placed by recipient (“Recipient”) for the procurement of the materials, data, and/or related services by Recipient for research and/or educational purposes from Joined Bio, Inc., a Delaware corporation with an address of 450 Bedford Street, Suite 2100, Lexington, Massachusetts 02420 (“Joined Bio”). Recipient’s placement of a Purchase Document constitutes Recipient’s acceptance of these Purchase Terms, as of the date of such placement (the “Effective Date”). Throughout these Purchase Terms, Joined Bio and Recipient are collectively referred to as “Parties” and individually as a “Party”.

WHEREAS, Joined Bio wishes to provide certain human biological materials, data, and/or related services to Recipient and Recipient’s Research Clients;

WHEREAS, Recipient wishes to procure certain human biological materials, data, and/or related services for Allowable Uses,

NOW, THEREFORE for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

1. Definitions

“Allowable Use(s)” means any scientific research and/or educational purpose(s) that is not a Prohibited Use.

“Applicable Law” means all jurisdictionally applicable laws, regulations, guidelines and policies, governing, but not limited to, the collection, handling, storage, transfer, use, disposal, import, export, and/or privacy protection of Materials, Data, Services and/or Confidential Information, including, but not limited to, HIPAA (as defined below), GDPR (as defined below), the Californian Consumer Privacy Act, 45 CFR, U.S. Department of Treasury's Office of Foreign Assets Control (OFAC) regulations, U.S. Food and Drug Administration (“FDA”) regulations, U.S. Department of Commerce regulations, or any other applicable governing body regulations.

“Change Order” means a written document provided by Recipient and accepted by Joined Bio that specifies changes to a previously accepted Purchase Order or Statement of Work, including, but not limited to, changes to inclusion or exclusion criteria, Data requirements, kitting requirements, processing requirements, storage requirements, quantities, delivery locations, delivery dates, packaging, or labelling.

“Confidential Information” has the meaning set forth in the Confidentiality section of these Purchase Terms.

"Consent” means any applicable consent provided by a Subject authorizing the collection, use, or disclosure of the Subject’s Data and/or Materials in connection with the activities described in a Purchase Order or Statement of Work.

“Data” means all data and information transferred to a Recipient, as specified in a Purchase Order or Statement of Work.

“GDPR” means the General Data Protection Regulations.

“HIPAA” means the Health Insurance Portability and Accountability Act.

“Individual Identifiers” means information that directly identifies, or could be used to identify a Subject, including identifiers such as name, contact information, telephone numbers, email address, social security numbers, medical record numbers, license number, vehicle identifiers, fingerprints, photographic images, and other information as defined by HIPAA or GDPR.

“IRB” means an Institutional Review Board or other required ethics committee;

“Limited Data Set” or “LDS” shall have the same meaning as a Limited Data Set defined set forth in HIPAA and its subsequent amendments thereto;

“Material(s)” means Primary Material, Progeny, and Unmodified Derivatives provisioned under these Purchase Terms.

“Primary Material(s)” are human biological materials;

“Progeny” means unmodified descendant(s) from the Primary Material, such as a cell from a cell, cells from tissue, cells from a xenotransplant, or an organism from an organism;

“Prohibited Use(s)” includes the use of Materials and/or Data:

a) on or in humans, unless the Materials are specifically collected for clinical use with associated GMP-compliant labeling and documentation with allowable uses;

b) as a component of a manufactured commercial product not generally used for scientific or research purposes;

c) for personal use;

d) for transfer or sale for consideration to any third-party person or entity without prior written approval of Joined Bio;

e) for any purpose relating to re-identifying an individual or contacting a person, including contacting a person to participate in research;

f) for any purpose specifically prohibited by terms and conditions contained in a corresponding Statement of Work; or

g) for any purpose that does not comply with Applicable Law or regulations, associated IRB protocols, and/or associated informed consents.

“Proprietary Relationships” means either Research Clients introduced by Recipient to Joined Bio or discovered by Joined Bio in connection with the provision of Materials, Data, and/or Services under these Purchase Terms; or suppliers introduced by Joined Bio to Recipient or discovered by the Recipient in connection with the provision of Materials, Data, and/or Services under these Purchase Terms;

“Purchase Order” means a written document provided by Recipient to Joined Bio that contains purchase information such as Materials, Data, and/or Services to be provided, quantities, pricing, shipping, billing, and delivery information. Purchase Orders must be accepted by Joined Bio in writing to initiate an order for Materials, Data, and/or Services;

“Research Client” means Recipient’s customer who has or shall receive the Materials, Data, and/or Services under these Purchase Terms, including individual researcher(s) and their project team members;

“Services” are services provided by Joined Bio to Recipient, as specified in a Purchase Order or Statement of Work;

“Statement of Work” means a written specification agreed to in writing by both Joined Bio and Recipient that provides details of the Materials, Data, and/or Services to be delivered by Joined Bio to Recipient;

“Subject” means any individual whose Data and/or Materials are transferred under these Purchase Terms;

“Unmodified Derivatives” shall mean any human substance constituting an unmodified functional or structural subunit or product expressed by, or isolated from, the Primary Material or Progeny.

2. Material Use

Recipient shall only use Material for Allowable Uses and shall not use Material for any Prohibited Use, subject to the terms and conditions of these Purchase Terms.

3. Data License and Use

Joined Bio hereby grants to Recipient a perpetual, nonexclusive, nontransferable, royalty free, worldwide license to use Data for Allowable Uses only, subject to the terms and conditions of these Purchase Terms.

4. Material and Data Transfers

Recipient shall not transfer any Materials and/or Data to any third party without prior written consent from Joined Bio; unless such transfer is to a third party contracted by Recipient: i) to utilize the Materials and/or Data on behalf of the Recipient in accordance with Allowable Uses; and ii) who is legally bound to Materials and Data handling and use terms that are no less stringent than the terms set forth in these Purchase Terms.

5. Pauses, Changes, and Cancellations of Orders

Recipient may pause, change, or cancel an order at any time by providing thirty (30) calendar days’ written notice to Joined Bio. Recipient agrees to compensate Joined Bio for all Material and Data collected and Services performed on behalf of Recipient prior to the effective date of the change, pause, or cancellation, including but not limited to contracting, custom IRB protocol development, collection kit building, site recruitment and training, subject recruitment, specimen collection, lab services, project management, data management, and shipping. Joined Bio reserves the right to cancel and re-quote an order upon any change.

6. Shipping Terms

All Materials are shipped Incoterms EXW (unless otherwise agreed to in writing) with title to the Materials passing to the Recipient upon shipment to the Recipient or its designee. Recipient agrees to pay for all carrier fees (including but not limited to transit fees, insurance, taxes, and special handling fees) either directly to the carrier or as a reimbursement to Joined Bio. Notwithstanding any agreement on carrier fee payment, delivery of Material to a carrier shall constitute delivery to Recipient, and all risk of loss or damage in transit shall be borne by Recipient. Should Recipient fail to accept the Materials from the carrier, Joined Bio shall nonetheless be entitled to payment from Purchaser for shipped Materials, Data, and Services.

Joined Bio may ship Materials to Recipient or its designee upon collection of Materials. Recipient may request a shipping delay by providing ten (10) business days’ written notice to Joined Bio, who in its sole discretion, may accept or deny the shipping delay request. Should Joined Bio accept a shipping delay request, Joined Bio shall be entitled to invoice Recipient for the Materials, Data, and Services included in the shipping delay request, and Recipient shall promptly pay such invoice in accordance with the terms of these Purchase Terms.

7. Delivery Dates

All delivery dates for Materials, Data, and Services provided to Recipient by Joined Bio are estimated. Joined Bio is not liable for any claim arising for failure to meet estimated delivery dates.

8. Payment Terms

Recipient agrees to compensate Joined Bio for Materials, Data, and Services in accordance with the applicable quote and accepted Purchase Order or Statement of Work.

Unless otherwise agreed in writing by the Parties, all invoices are payable within thirty (30) calendar days of the invoice date. All payments shall be made in full without abatement, deduction, discount, or offset in U.S. Dollars. Late payments are subject to a service charge of the lesser of one and one-half percent (1.5%) per month or the highest rate permitted under applicable Law. Recipient shall be liable for all costs and expenses related to collection of all past-due amounts, including, without limitation, attorneys’ fees and costs. If, in Joined Bio’s sole discretion, Recipient’s financial condition renders the payment terms outlined above commercially unreasonable, Joined Bio may require full or partial payment in advance or otherwise adjust the terms including ceasing to supply Recipient.

9. Taxes

All prices set forth for Materials, Data, and Services in a Purchase Order or Statement of Work are exclusive of any and all taxes, levies, assessment, surcharges, duties, custom fees, or similar items assessed by a government body, and Recipient shall be solely and exclusively responsible for collection, remittance, and/or compliance with any such taxes except those taxes which Joined Bio is required by law to collect and remit. Recipient shall pay all such charges either as levied by taxing authorities or as invoiced by Joined Bio, or, in lieu thereof, the Recipient shall provide an exemption certificate acceptable to the relevant taxing authorities.

10. Acceptance and Returns

Upon receipt of Materials, Data, and/or Services, Recipient has fourteen (14) calendar days to inspect the Materials, Data, and/or Services for conformity to the specifications set out in a Purchase Order or Statement of Work. During this period, Recipient shall accept any Materials, Data, and/or Services that conform to the specifications and may request authorization to reject Materials, Data, and/or Services that fail to meet the specifications by notifying Joined Bio of the non-conformity via email at customerservice@joined.bio. If no rejection notice is delivered to Joined Bio by Recipient within fourteen (14) calendar days of receipt of the Materials, Data, and/or Services, or the Recipient fails to adequately demonstrate that the Materials, Data, and/or Services did not conform to the Purchase Order or Statement of Work, the Materials, Data, and/or Services shall be deemed accepted by the Recipient.

Joined Bio, in its sole discretion, may request that Recipient destroy the rejected Materials and/or Data or return them to Joined Bio at Joined Bio’s expense. Recipient shall have the option to receive an invoice credit for rejected Materials, Data, and/or Services or receive replacement Materials, Data, and/or Services.

11. Hazardous Material Handling

MATERIALS DELIVERED PURSUANT TO THESE TERMS AND CONDITIONS MAY CONTAIN INFECTIOUS AGENTS, HAZARDOUS PROPERTIES, OR UNKNOWN PROPERTIES. Recipient represents and warrants that it has the expertise necessary to handle the Materials with care and acknowledges the danger posed to any person or entity who comes in contact with the Materials. Recipient shall take appropriate safety and handling precautions to minimize health or environmental risk to all individuals who use or come in contact with the Materials in a manner that is compliant with all Applicable Laws, regulations, and ordinances. Recipient assumes all responsibility for individuals who handle the Materials on Recipient’s behalf.

12. Ethics and Compliance

Joined Bio shall prepare and furnish the Materials and/or Data in accordance with Applicable Law including, without limitation, by ensuring that all required and appropriate authorizations, ethics review, and approvals, consents, or waivers for the use of such Materials and/or Data have been obtained from Subjects or other organizations whose consent or authorization is required under Applicable Laws for the use or transfer of the Materials and/or Data.

13. Re-identification

Materials and Data shall be provided in a de-identified form. Recipient shall not make any effort to identify or contact Subjects who are or may be the sources of the Material and/or Data, and shall promptly destroy any identifiable data generated or discovered in the use of Materials and Data.

14. Limited Data Set and Data Use Agreement

In the event that a Limited Data Set is provided to the Recipient, the Recipient shall:

a) Use or disclose the LDS only as permitted by these Purchase Terms or as required by Applicable Law;

b) Limit the disclosure of the LDS to only those who have a legitimate business need to access the LDS;

c) Use appropriate safeguards to prevent use or disclosure of the LDS other than as permitted by these Purchase Terms or required by Applicable Law;

d) Report to Joined Bio any use or disclosure of the LDS of which it becomes aware that is not permitted by these Purchase Terms or required by Applicable Law within seven (7) calendar days, including the presence of any Individual Identifiers or other prohibited identifiers in the LDS;

e) Require any of its subcontractors or agents that receive or have access to the LDS to agree to the same restrictions and conditions on the use and/or disclosure of the LDS that apply to Recipient under these Purchase Terms; and

f) Not use the information in the LDS, alone or in combination, to identify or contact the individuals who are Subjects.

15. Audits

Joined Bio retains the right but not the obligation to conduct, at its own expense, audits of Recipient’s compliance with the terms and conditions of these Purchase Terms upon reasonable advance written notice to the Recipient and at mutually acceptable times.

16. Confidentiality

All confidential or proprietary data or information (“Confidential Information”) that is transferred from a “Disclosing Party” to a “Receiving Party” under these Purchase Terms is subject to the following:

a) All information to be deemed confidential under these Purchase Terms shall be clearly marked “CONFIDENTIAL” by the Disclosing Party or otherwise identified by the Disclosing Party as confidential at the time of first disclosure. Notwithstanding the foregoing, any and all data constituting Individual Identifiers, whether or not marked as confidential, shall constitute Confidential Information. Additionally, all information shall be treated as Confidential Information, whether or not marked or designated as confidential, if such information would be understood by a reasonable person to be confidential in light of the nature of the information and/or the circumstances of disclosure hereunder;

b) Confidential Information shall be maintained in confidence by Receiving Party for a period of five (5) years from Receiving Party’s receipt of Confidential Information;

c) All Confidential Information must be maintained in confidence by Receiving Party, notwithstanding the termination or expiration of these Purchase Terms and must be used and disclosed only as authorized by Disclosing Party in these Purchase Terms or otherwise in writing;

d) Disclosing Party shall have the right to request that Receiving Party securely destroy all Confidential Information at any time, provided, however, Receiving Party shall be permitted to retain one (1) copy of such Confidential Information for the sole purpose of performing any continuing obligations hereunder or for archival purposes. Notwithstanding the foregoing, Receiving Party also shall be permitted to retain such additional copies of or any computer records or files containing such Confidential Information that have been created solely by such Party’s automatic archiving and back-up procedures, to the extent created and retained in a manner consistent with such other Party’s standard archiving and back-up procedures, but not for any other use or purpose;

e) Confidential Information does not include information that:

i) has been published or was otherwise publicly available at the time of disclosure to Receiving Party;

ii) was in possession of or was readily available to Receiving Party without being subject to a confidentiality obligation from another source prior to the disclosure;

iii) has become publicly known, by publication or otherwise, not due to any unauthorized act of Receiving Party;

iv) Receiving Party can demonstrate it developed independently, or acquired without reference to, or reliance upon such Confidential Information; and

v) is required to be disclosed by law, regulation, or court order.

f) Any disclosure of Confidential Information required under Applicable Law shall not give rise to a breach of these Purchase Terms, provided that the Party making the disclosure first provides Disclosing Party with written notice of the disclosure, if legally permitted to do so.

17. Non-Circumvention

The Parties agree that Proprietary Relationships represent significant efforts and working relationships that are unique to, and part of, the work product and intellectual capital of a Party. Therefore, the Parties agree to refrain from conducting direct or indirect business dealings of any kind with Proprietary Relationships during the term of these Purchase Terms and for a period of one (1) year thereafter, with the exception of third parties with whom either of the Parties had a documented business relationship prior to the provision of Services under these Purchase Terms.

18. Intellectual Property

Any intellectual property, including, without limitation, patent, copyright, domain names, licenses, trademarks, trade secrets, and other proprietary rights which originates from or is developed by a Party shall remain the exclusive ownership of that Party. Recipient shall retain ownership of any discoveries, inventions, or intellectual property arising from its use of the Materials and/or Data.

19. Use of Name and Logo

Recipient grants to Joined Bio the right to use Recipient’s logo solely to promote Recipient’s status as a customer of Joined Bio on Joined Bio’s primary website and in confidential written material during the term of these Purchase Terms.

20. Term and Termination

These Purchase Terms shall commence on the Effective Date and shall continue in force for five (5) years (the “Initial Term”). After the Initial Term, these Purchase Terms shall automatically renew for additional one (1)-year periods (each a “Renewal Term” and the Renewal Term(s) together with the Initial Term constitute the “Term”). Either Party may terminate these Purchase Terms with ninety (90) calendar days’ written notice to the other Party.

21. Indemnification

Each Party shall be liable for any loss, claim, damage, or liability that such Party incurs as a result of its activities under these Purchase Terms, except that the Parties assume liability only to the extent as provided under Applicable Law. RECIPIENT SHALL INDEMNIFY, HOLD HARMLESS, AND DEFEND JOINED BIO, ITS AFFILIATES AND RESPECTIVE OWNERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUCCESSORS, AND PERMITTED ASSIGNS FROM AND AGAINST ANY AND ALL THIRD-PARTY CLAIMS, LOSSES, DEFICIENCIES, JUDGMENTS, SETTLEMENTS, INTEREST, AWARDS, FINES, CAUSES OF ACTION, DAMAGES, LIABILITIES, COSTS, PENALTIES, TAXES, ASSESSMENTS, CHARGES, PUNITIVE DAMAGES, AND EXPENSES OF WHATEVER KIND, INCLUDING REASONABLE ATTORNEYS’ FEES, THAT ARE INCURRED BY JOINED BIO AS A RESULT OF ANY (i) BREACH OF THESE PURCHASE TERMS BY RECIPIENT; (ii) WRONGFUL ACT OR NEGLIGENCE BY RECIPIENT; OR (iii) VIOLATION OF APPLICABLE LAW BY RECIPIENT. THIS PARAGRAPH SHALL SURVIVE EXPIRATION OR TERMINATION OF THESE PURCHASE TERMS.

Joined Bio shall promptly notify Recipient in writing of any claim, demand, action, or proceeding (a "Claim") that may give rise to an indemnification obligation under this clause. Such notice shall include relevant details known to Joined Bio regarding the Claim. Recipient shall have the right to assume and control the defense of any Claim at its own expense, using counsel reasonably acceptable to Joined Bio. Joined Bio may, at its own expense, participate in the defense of the Claim with counsel of its choosing and shall cooperate with Recipient in defending the Claim, including providing access to information, documents, and personnel as reasonably required. Recipient shall not settle any Claim without the prior written consent of Joined Bio, which consent shall not be unreasonably withheld or delayed.

Should Recipient fail to assume the defense of a Claim within ten (10) days after receiving notice thereof, Joined Bio shall have the right to defend the Claim at Recipient’s expense, and Recipient shall remain liable for any judgment, settlement, or other costs arising from the Claim. Nothing in this indemnification procedure shall limit the rights or remedies of Joined Bio, including any right to seek damages or other relief outside of this indemnification provision.

22. Limitation of Liability

EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, RECIPIENT ASSUMES ALL LIABILITY FOR DAMAGES WHICH MAY ARISE FROM RECIPIENT’S COLLECTION, USE, STORAGE, TRANSFER, OR DISPOSAL OF MATERIALS AND/OR DATA. JOINED BIO SHALL NOT BE LIABLE TO RECIPIENT FOR ANY LOSS, CLAIM, OR DEMAND MADE BY RECIPIENT, OR MADE AGAINST RECIPIENT BY ANY OTHER PARTY, DUE TO OR ARISING FROM RECIPIENT’S COLLECTION, USE, STORAGE, TRANSFER, OR DISPOSAL OF MATERIALS AND/OR DATA, EXCEPT TO THE EXTENT REQUIRED BY APPLICABLE LAW WHEN CAUSED BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF JOINED BIO.

23. Disclaimer of Warranties

NEITHER PARTY PROVIDES ANY REPRESENTATIONS NOR EXTENDS ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. ALL MATERIAL AND DATA ARE PROVIDED “AS IS” AND THERE ARE NO EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THAT THE USE OF THE MATERIAL, CONFIDENTIAL INFORMATION, AND/OR DATA SHALL NOT INFRINGE ANY PATENT, COPYRIGHT, TRADEMARK, OR OTHER PROPRIETARY RIGHTS.

24. Non-solicitation

During the Term of these Purchase Terms and for one (1) year following the expiration or termination of these Purchase Terms, neither Party shall, without the other Party’s prior written consent, directly or indirectly: (i) solicit or encourage any person to leave the employment or other service of the other Party; or (ii) hire, either directly or indirectly through a third party, any person who has left the employment or other service of the other Party within the previous six (6)-month period.

25. Survivability

Upon expiration or termination of these Purchase Terms, all terms and conditions that, by their nature, should remain in effect shall remain in effect.

26. Assignment and Change in Control

Recipient shall neither assign nor transfer any of its rights and obligations hereunder without the prior written consent of Joined Bio, except to: (a) a purchaser of all or substantially all of the assets or business of Recipient to which these Purchase Terms relates; or (b) the successor resulting from any change of control, whether by merger, sale of stock, or otherwise. Recipient shall provide Joined Bio with written notice of such assignment or transfer within thirty (30) calendar days after such assignment or transfer. Any such transfer or assignment in contravention of this Section shall, in Joined Bio’s sole discretion, be null and void and of no effect. These Purchase Terms shall be binding upon and inure to the benefit of the Parties and their permitted successors and assigns.

27. Modification

No supplement, amendment, or modification to these Purchase Terms shall be valid or binding unless set forth in writing and duly executed by both Parties.

28. Force Majeure

Joined Bio shall not be held liable or responsible to Recipient, nor be deemed to have defaulted under or breached these Purchase Terms, for failure or delay in fulfilling or performing any term of these Purchase Terms when such failure or delay is caused by, or results from, causes beyond the reasonable control of Joined Bio, including fires, floods, earthquakes, embargoes, shortages, epidemics, quarantines, war, acts of war (whether declared or not), acts of terrorism, insurrections, riots, civil commotion, strikes, lockouts or other labor disturbances, acts of God or acts, omissions, or delays in action by any governmental authority. Joined Bio shall notify Recipient of such force majeure within fourteen (14) calendar days after such occurrence by providing written notice to Recipient stating the nature of the event, its anticipated duration, and any action being taken to avoid or minimize its effect.

29. Publications

Recipient shall acknowledge Joined Bio as the provider of Materials, Data, and/or Services in any publications or public disclosures that report results obtained from the use of the Materials, Data, and/or Services.

30. Notices

All notices required or permitted to be given under these Purchase Terms to Joined Bio shall be in writing and shall be deemed to have been given and received: (i) when personally delivered, or delivered by same-day courier; (ii) on the third business day after mailing by registered or certified mail, postage prepaid, return receipt requested; (iii) upon delivery when sent by prepaid overnight express delivery service (e.g., FedEx, UPS); or (iv) when sent via email and upon the receipt by Recipient of written confirmation by Joined Bio; provided, however, that an automated email confirmation of delivery or read receipt shall not constitute such confirmation. Notices shall be addressed to Joined Bio at the address below:

Joined Bio, Inc.

450 Bedford Street

Suite 2100

Lexington, Massachusetts 02420

Attention: General Counsel

31. Severability

Should any provision of these Purchase Terms be determined to be void, invalid, unenforceable or illegal for whatever reason, such provision(s) shall be null and void; provided, however, that the remaining provisions of these Purchase Terms shall be unaffected thereby and shall continue to be valid and enforceable. Failure or delay of either Party in enforcing or partially enforcing any provision of these Purchase Terms shall not be construed as a waiver of its rights under these Purchase Terms.

32. Export Compliance

The Parties acknowledge that the exportation from the United States of Materials, products, and their related Data (and the re-export from elsewhere of United States origin items) may be subject to compliance with United States export laws, including, without limitation, the United States Bureau of Industry and Security’s Export Administration Regulations, the Federal Food, Drug, and Cosmetic Act and regulations of the FDA issued thereunder, and the United States Department of State’s International Traffic in Arms Regulations. The Parties agree to comply with all export laws and to commit no act that, directly or indirectly, would violate any United States law, or any other international treaty or agreement, relating to the export, re-export, or release of any materials, products, or their related data to which the United States adheres or with which the United States complies.

33. No Debarment and Anti-Corruption

Both Parties agree that neither it nor any of its respective employees, directors, agents, suppliers, or persons involved with the provision Materials, Data, and/or Services under these Purchase Terms have been debarred, disqualified, or banned under Section 306 of the Federal Food, Drug, and Cosmetic Act or are under investigation by the FDA or any equivalent regulatory authority outside the United States for debarment, disqualification, or any similar regulatory action. Each Party also agrees that it is not named on any United States government list of persons or entities with which United States persons are prohibited from transacting, nor owned or controlled by or acting on behalf of any such persons or entities. In the event that either Party becomes aware of any such debarment, such Party shall provide the other Party with prompt written notice.

Both Parties agree that neither it nor any of its respective employees, directors, agents, suppliers, or persons involved with the provision Materials, Data, and/or Services under these Purchase Terms have violated any provision of the United States Foreign Corrupt Practices Act or other laws dealing with bribery of government officials, nor have they received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from an employee or agent of the other Party in connection with these Purchase Terms. In the event that either Party becomes aware of any such action, such Party shall provide the other Party with written notice thereof within seven (7) calendar days. Reasonable gifts and entertainment provided in the ordinary course of business that are allowed under such laws do not violate this restriction.

34. Independent Contractors

The Parties are independent contractors, and the relationship between the Parties shall not constitute a partnership, joint venture, or agency. Neither Party shall have the authority to make any statements, representations, or commitments of any kind, or to take any action, which shall be binding on the other Party, without the prior written consent of such other Party.

35. General Business Insurance

Joined Bio and Recipient shall maintain insurance coverage offered by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the businesses in which Joined Bio and Recipient are engaged. Neither Joined Bio nor Recipient have any reason to believe that it shall not be able to renew their existing insurance coverage, as and when such coverage expires, or to obtain similar coverage from similar insurers as may be necessary to continue its business without a significant increase in cost. Each Party agrees to provide the other Party with certificates of insurance for all required policies of insurance as requested.

36. Equal Employment Opportunity

Recipient agrees to comply with the equal opportunity provisions of Executive Order 11246, as amended, and the regulations of the U.S. Department of Labor (41 CFR Part 60). Recipient shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, sexual orientation, gender identity, or national origin, and shall take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, sex, sexual orientation, gender identity, or national origin. Recipient shall include this clause in every subcontract or purchase order, unless exempted by regulations, and shall take appropriate action to ensure that subcontractors comply with the equal opportunity requirements.

37. Injunctive Relief

Both Parties acknowledge and agree that a breach or threatened breach of its obligations of scope of Use, Intellectual Property, or Confidentiality may cause irreparable harm to the other Party and that the remedy or remedies at law for any such breach may be inadequate. Therefore, in the event of any such breach, the non-breaching Party shall be entitled to seek injunctive relief as well as other relief as may be appropriate.

38. Governing Law and Mediation

The terms of these Purchase Terms shall be governed by the laws of the Commonwealth of Massachusetts without reference to conflict or choice of law provisions. In the event of any dispute arising between the Parties concerning these Purchase Terms, its enforceability, or its interpretation, the Parties shall first attempt in good faith to resolve any dispute between their respective executives having authority to resolve the dispute. If the executive leadership of the Parties are unable to resolve the dispute within thirty (30) calendar days, the Parties shall attempt in good faith to settle the dispute through mediation by a neutral third party, before submitting the case to a court of competent jurisdiction.

39. Precedence

These Purchase Terms, including all Exhibits, Schedules, Statements of Work, and accepted Purchase Orders attached or referenced herein, constitute the entire agreement between the Parties, and supersedes all prior written and oral agreements relating to the subject matter hereof. Variance from or addition to the terms and conditions of these Purchase Terms in any written notification or documentation, from Customer or otherwise, shall be of no effect unless expressly agreed to in writing by both Parties. In the event of any conflict between the terms of these Purchase Terms and any other document or agreement, the terms of these Purchase Terms shall prevail and control. Notwithstanding the foregoing, a conflict between these Purchase Terms and those set forth in a Statement of Work shall be resolved in favor of the Statement of Work.