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1. Deliverables. Title to Deliverables, as defined in the Quotation, will reside with Customer. Customer shall grant and hereby grants to University the transferable right to use Deliverables for academic, educational, and research purposes. Title to (i) the know-how, methodologies, procedures, processes, software, and other materials utilized in, provided by, or made available for use in connection with performing the Services; and (ii) excepting Deliverables, all intellectual property created or developed by University, including without limitation any inventions and discoveries conceived or first reduced to practice, computer software, and works developed, whether or not protectable by patent or copyright, in the performance of the Services, resides and will reside in University.

2. Acceptance. Acceptance of Deliverables will be effected upon University completion of Deliverables on University premises or when Deliverables are submitted electronically. Customer has the right to inspect and evaluate work performed or being performed at all reasonable times and in a manner that will not unduly delay the work.

3. Transfer of Materials to University. Customer may supply University with Materials, as defined in the Quotation, in accordance with the following terms and conditions. Customer retains ownership and title to any Materials delivered to University under the Quotation, and University will return all Materials not exhausted in the Services upon termination of the Quotation and request of the Customer. University agrees that it will: (i) use the Materials solely to complete the Services and for no other purpose unless authorized in writing; (ii) attempt to limit allowed use of the Materials to those individuals necessary for completion of the Services; and (iii) not reverse engineer, deconstruct, or analyze the Materials in a manner not contemplated by the Quotation. Prior to delivery or acceptance of any Materials, Customer shall provide any and all documentation or user guidance necessary to ensure the safe handling and use of the Materials, including Safety Data Sheets and quantities. Customer represents and warrants that, prior to delivery of Materials to University, Customer will inform Unit of Materials’ existing hazards and hazards that may be present when Materials are subjected to the conditions necessary to perform the Services, including: (i) all chemicals; (ii) biological materials, including select agents and toxins; (iii) ionizing radiation; (iv) non-ionizing radiation, including lasers, radio frequency, magnetic, and microwave; and (v) physical hazards, including pinch points, fall hazards, and hot or cold surfaces. Customer represents and warrants that Materials do not infringe on third-party intellectual property rights. Customer shall indemnify, defend, and hold harmless University from all claims, losses, damages, costs (including attorney fees), and liabilities resulting from the use or handling of the Material, provided that Materials were used substantially in accordance with any Customer provided documentation for the safe handling of the Materials.

4. Liability. Customer acknowledges that access to the Services and Materials is not controlled or video-monitored and that access is on the honor system. University is not responsible for any damage to Customer's Materials, no matter the cause, including but not limited to damage caused by negligence, mistake, power outage, other user errors, or theft. Customer is solely responsible for any liability arising out of Customer’s use of or reliance upon Deliverables or anything generated from the Deliverables.

5. Validity. The Quotation is valid for 45 days from the Quotation Date, as defined in the Quotation, pending acceptance by Customer.

6. Rate. Rate/Price, as defined in the Quotation, is subject to change with 30 days’ notice by University to Customer, to apply to work not yet started.

7. Export Controls. Customer will not disclose to University any information nor provide University with any items that are either export-controlled under International Traffic in Arms Regulations (“ITAR”) or that appear on the Commerce Control List (“CCL”) of the Export Administration Regulations (except as EAR99). Should Customer utilize such information or items during its use of University Facilities, as defined in Article 10, Customer is solely responsible for protection and control of the same. Neither party shall export, directly or indirectly, any such information or items to any country which the United States Government, at the time of export, requires an export license or other Government approval without first notifying in writing and obtaining written approval from University’s Office of Export Controls. University has no obligation to restrict foreign national access in support of this effort.

8. Funds Transparency and Reporting Compliance. The parties will cooperate with one another to ensure compliance with applicable fund transparency and reporting laws and regulations. Based upon information available, it is understood that Customer’s country of incorporation is the United States of America. It is also understood that Customer should be looked to as the sole obligor and recipient of rights under this Quotation, and that Customer is not acting as an agent of, or on behalf of, another entity. In order to ensure correct reporting, Customer agrees to promptly notify OCGServiceContracts@Colorado.edu and Unit of any necessary corrections to the information contained in this paragraph.

9. Governmental Immunities. Regardless of governing law, venue, or jurisdiction, with respect the University’s status, rights, and obligations as a state institution and the governmental and sovereign immunities afforded University as a state institution, including, without limitation, under the Colorado Governmental Immunity Act (CRS §§ 24-10-101 et seq.), the laws of the State of Colorado control. This Paragraph is governed and construed in accordance with the laws of the State of Colorado.

10. University Facilities Use Details. Subject to these terms and conditions, Customer may request, and University may provide, Customer with office, laboratory, or other workspace, equipment, and/or supplies (hereinafter referred to both individually and collectively as “University Facilities”), as University deems appropriate. University reserves the right to reasonably modify, change, or revise the University Facilities that Customer uses. Customer shall use University Facilities only as directed by University and in compliance with all applicable laws and regulations. University reserves the right to revoke at any time access to all or any portion of University Facilities. Use shall not interfere in any manner with University’s research, operations, or other third-party use authorized by the University.

10.1. If University permits Customer access to or use of University Facilities, Customer must maintain, at its own expense and for the duration of any and all use: (i) General Liability coverage with limits of not less than $2,000,000 combined single limit; (ii) where applicable, auto coverage for owned and non-owned auto liability with limits of not less than $1,000,000; (iii) where applicable, fire coverage limits not less than $1,000,000; (iv) where applicable, pollution liability coverage if use or storage of hazardous or regulated materials is anticipated; and (v) where applicable, workers’ compensation coverage at required statutory limits. All insurance policies shall name as additional insured: the ��ñ����, a body corporate. The certificate Holder shall be: The ��ñ����, University Risk Management, 1800 Grant Street, Suite 700, Denver, CO 80203-1187. Certificates must be provided at the time of Customer acceptance of Quotation and prior to University beginning Services and shall be sent via e-mail to: URM@CU.edu. Policies shall be primary to all other coverage that may be concurrently in effect. All policies shall be underwritten by a company licensed to do business in the State of Colorado.

10.2. Customer shall be solely responsible for its use of University Facilities and shall indemnify and hold harmless University, its officers, administrators, agents, employees, and students from and against any and all claims or demands or damages in any way arising from Customer’s use of University Facilities. Indemnification shall not be limited and shall include any liability or payment (including costs and attorney’s fees) by reason of any damages or bodily injury (including death) sustained by any person or persons, or on account of damage to property, including the loss or use thereof arising out of or in connection with the use.

10.3. Customer may use University Facilities only for authorized purposes consistent with the project related to the Services and only to the extent that those purposes or functions for which University Facilities were safely designed. Customer shall immediately notify the Unit in the event of any problems with the University Facilities. Customer shall refrain from use of University Facilities if functionality or safety is or appears to be compromised. Customer shall comply with all applicable local, state, and federal laws and regulations, in addition to all applicable University policies, rules, and procedures. Customer shall review and abide by any and all applicable laboratory safety/operations plan/rules as provided by University prior to use and to follow all rules and directions from University personnel regarding use. Unit may determine additional requirements are applicable to Customer based on disclosures made in compliance with Article 3 of this Quotation.

11. Confidential Information. Confidential Information (“Information”) is information that is not generally known to the public and may include data, technical and non-technical materials, designs, processes, software, strategies, product samples, specifications, or any other financial or business information. This Quotation applies to protect only Information, whether or not patentable, furnished by one party of this Quotation (“disclosing party”) to the other (“receiving party”), that is clearly marked “Proprietary” or “Confidential,” or that, if disclosed orally or in some other intangible form, is identified as confidential at the time of disclosure and thereafter in a written summary sent to the receiving party by the disclosing party, within 15 days of the date of intangible disclosure. For absence of doubt, this Quotation shall not be considered Information.

This Quotation imposes no obligation upon the receiving party with respect to Information that: (i) was known to the receiving party prior to receipt from the disclosing party; (ii) is or becomes public through no fault of the receiving party; (iii) is rightfully received by the receiving party from a third party without a duty of confidentiality; (iv) is disclosed by disclosing party to a third party without a duty of confidentiality; (v) is independently developed by the receiving party without use of the disclosing party’s Information, as demonstrated by written evidence; (vi) receiving party is required by law to disclose, including in response to a Colorado Open Records Act (C.R.S. § 24-72-201 et seq.) request; or (vii) is disclosed by the receiving party after the disclosing party’s prior consent.

The receiving party agrees to maintain the disclosing party’s Information in confidence and to use the disclosing party’s Information for the sole purpose of conducting the Services. The obligations of confidentiality and non-use of Information will terminate upon 3 years from the termination of the Quotation.

12. Disclaimer of Warranties. UNIVERSITY SERVICES, FACILITIES, EQUIPMENT, AND SUPPLIES ARE PROVIDED “AS IS” WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND. UNIVERSITY EXPRESSLY DISCLAIMS AND EXCLUDES ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT WILL UNIVERSITY, ITS OFFICERS, AGENTS, OR EMPLOYEES BE LIABLE FOR ANY INCIDENTAL, SPECIAL, INDIRECT, EXEMPLARY, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHETHER IN AN ACTION IN CONTRACT OR TORT ARISING OUT OF THIS QUOTATION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.��

13. Termination. Either party may terminate this Quotation upon 30 days’ prior written notice to the other. Customer shall be responsible for all costs and any non-cancellable obligations incurred by University up to the date of termination. University shall return any prepayment by Customer in excess of such sums.

14. Governing Law. This Quotation shall be governed by, and the parties agree to the exclusive jurisdiction of, courts within the State of Colorado.

15. Publicity. Neither party shall use the name or logo of the other party in any advertising, sales promotion, or other publicity matter without prior written approval.

16. Independent Contractor. In the performance of this Quotation, neither party is authorized or empowered to act as agent for the other party, nor shall one party be bound by the acts or conduct of the other party. Each party shall act as an independent contractor and not as an employee of the other. Neither party, nor any agent or employee of either party, shall be entitled to unemployment insurance or workers compensation benefits through the other party.

17. Entire Agreement. This Quotation constitutes the entire and only agreement between the Parties with respect to the Services and supersedes all prior and subsequent oral and written agreements, understandings, promises, and representations, including terms attached to any purchase order or other contractual document issued by the Customer. Should the processing of this Quotation require Customer's issuance of a purchase order or other contractual document, all terms and conditions of such document are deleted in their entirety and superseded by this Quotation. This Quotation may only be modified by signed mutual agreement.��