VetOmics Research Agreement

1. Scope and Purpose

This Research Agreement (“Agreement”) governs the provision of VetOmics Research Services (“Services”) by VetOmics (“VetOmics,” “We,” “Us,” or “Our”) to the collaborating researcher, institution or entity (“Researcher,” “You,” or “Your”). These Terms and Conditions apply to all Research Services provided by VetOmics to any researcher, institution, or entity engaging VetOmics for genomic analysis and related services.

By submitting samples to VetOmics, You acknowledge that You have read, understood, and agree to the terms outlined in this Agreement.

2. Research Services and Deliverables

VetOmics will provide comprehensive research services, including but not limited to the performance of whole exome sequencing, data analysis, interpretation and related activities.

The deliverable of these services will be a Summary Report, which will include:

2.1. A summary of the genomic findings and key mutation identified, with associated annotations.

The resulting data (“Research Results”) are intended for scientific research purposes only and must not be used for clinical diagnosis, patient treatment, or medical decision-making.

3. Researcher’s Responsibilities

3.1. Sample Submission and Compliance

The Researcher is responsible for:

3.1.1. Ensuring proper sample collection, labeling, and shipment according to VetOmics’ guidelines.

3.1.2. Obtaining all necessary approvals, including Institutional Review Board (IRB) or Institutional Animal Care and Use Committee (IACUC) approvals, as applicable.

3.1.3. Securing informed consent from sample donors or owners, as required by law and ethical guidelines.

3.2. Use of Research Results

3.2.1. The Research Results are for research purposes only and shall not be used for clinical diagnosis, treatment, or patient management.

3.2.2. The Researcher may use the Research Results for academic and non-commercial research but may not distribute, share, or use them for commercial purposes without prior written consent from VetOmics.

3.2.3. The Researcher shall not share Research Results with third parties outside their institution without VetOmics’ written approval, except for scientific publications or presentations, provided VetOmics is properly acknowledged and given prior notice.

4. Confidentiality and Data Protection

Both VetOmics and the Researcher shall maintain the confidentiality of any non-public, proprietary, or sensitive information disclosed during the collaboration. This includes, but is not limited to, sample data, genomic findings, methodologies, and unpublished research results.

Confidential information shall not be disclosed to third parties without prior written consent, except as required by law. This confidentiality obligation shall remain in effect beyond the termination of this Agreement.

5. Co-Publication and Attribution

VetOmics and the Researcher agree to collaborate on publications resulting from the Research Results, subject to the following conditions:

5.1. Authorship will be determined based on scientific contributions, in accordance with established academic and ethical guidelines.

5.2. The Researcher shall provide VetOmics with draft manuscripts, abstracts, or presentations for review prior to submission.

5.3. VetOmics shall be appropriately acknowledged in all publications, conference presentations, and public disclosures, with co-authorship granted where contributions meet authorship criteria.

6. Data Use and Ownership

6.1. Consent for Data Use

By engaging in this research collaboration, You consent to the collection, processing, and storage of genomic and related clinical data in accordance with VetOmics’ [Privacy Policy], including the right to use anonymized data for research and business purposes

6.2. Rights to Anonymized Data

6.2.1. VetOmics retains ownership of all anonymized and aggregated data generated through the Services, including genomic data, clinical annotations, and analytical reports.

6.2.2. VetOmics reserves the right to use anonymized data for research, development, quality improvement, and commercial purposes, except where restricted by law.

6.2.3. Nothing in this Agreement shall limit or restrict VetOmics’ rights or interests in the anonymized data.

7. Intellectual Property Rights

7.1. Pre-Existing Intellectual Property

Each party retains ownership of its pre-existing intellectual property, including proprietary technologies, methodologies, and software. Nothing in this Agreement shall be construed as transferring ownership of such pre-existing intellectual property.

7.2. Intellectual Property of VetOmics

Researcher acknowledges and agrees that VetOmics shall solely own and have exclusive worldwide right, title and interest in and to the technology, know-how, trade secrets, tools, instruments, software, processes, workflows, methods, information, and techniques used in the provided services and research.

Should Researcher be deemed to be a co-inventor to any aspect of the VetOmics Services, Researcher irrevocably assigns, transfers, and agrees to assign and transfer to VetOmics’s worldwide right, title and interest in and to such technology and to all Intellectual Property Rights related thereto, unless otherwise mutually agreed to allocate jointly.

VetOmics retains the right to use all anonymized genomic findings for continued research, development, and commercial applications, except where restricted by law.

8. Limitation of Liability

VetOmics provides the Services “as is,” without warranties, express or implied, regarding accuracy, completeness, or fitness for a particular purpose.

To the extent permitted by law, VetOmics shall not be liable for any indirect, incidental, or consequential damages, including loss of data, arising from the use of the Research Results.

9. Termination and Modification

9.1. Termination

9.1.1. Either party may terminate this Agreement with thirty (30) days’ written notice.

9.1.2. Upon termination: the Researcher remains responsible for payment for any Services rendered up to the termination date.

9.1.3. Upon termination: VetOmics retains the right to use anonymized data generated prior to termination, unless otherwise agreed in writing.

9.2. Modifications

VetOmics reserves the right to update this Agreement as needed. The Researcher will be notified of any material changes, and continued use of the Services constitutes acceptance of the revised terms.

10. Governing Law and Dispute Resolution

This Agreement shall be governed by and interpreted under the laws of Pennsylvania in which VetOmics is legally formed, without regard to conflict of law principles.

In the event of a dispute, both parties agree to engage in good-faith negotiations before pursuing litigation or arbitration.

11. Entire Agreement

This Agreement constitutes the full understanding between VetOmics and the Researcher regarding the Services and supersedes all prior discussions or agreements. Any modifications must be in writing and signed by both parties.

Acceptance

By submitting samples to VetOmics, You acknowledge that You have read, understood, and agreed to the terms of this Agreement.