THESE TERMS AND CONDITIONS govern the business arrangement between SONORA QUEST LABORATORIES, LLC (“SQL”) and the entity (“Supplier”) providing goods or services (“Services”) to SQL through one or more written agreements, scopes of work or documents (“Agreement(s)”). In the case of any conflict between these Terms and Conditions and the Agreement(s), these Terms and Conditions shall control. Upon accepting any purchase order or other form or payment, or upon commencing to provide the goods or services to SQL, Supplier agrees to these Terms and Conditions and all of the provisions contained herein, to the extent applicable to the Services being provided.

Governing Law. These Terms and Conditions and the Agreement(s) shall be governed by the internal substantive law of the state in which the Services are performed, without regard for conflicts of laws.

Non-Exclusive. Unless otherwise agreed to in writing, the Agreement(s) are not exclusive. Supplier is free to contract with other parties to provide the Services, and SQL is free to contract with other Suppliers to obtain such services.

No Federal Exclusion. Supplier represents and warrants that neither it nor its employees, directors, officers, equity owners, and agents are excluded from participation or are otherwise ineligible to participate in a “federal health care program” (as defined in 42 U.S.C. §1320a-7b(f)) or in any other government payment program.

Compliance with Employment Law. SQL is a federal Supplier, and as such, is obligated to comply with federal, state, and local requirements governing immigration, equal employment, and affirmative action. As a contractor providing services to SQL, Supplier may be obligated to comply with certain employment requirements. Specifically, where applicable, Supplier and any subcontractor(s) shall abide by the requirements of 41 C.F.R § 60-300.5(a) and 41 C.F.R § 60-741.5(a) which prohibit the discrimination against qualified protected veterans and qualified individuals on the basis of disability.

Insurance. Supplier shall maintain insurance coverage during the term of the Agreement(s), provided by an insurer with a minimum A-VII rating, and shall provide SQL with thirty (30) days’ advance written notice of termination or substantial coverage change. Coverage shall include at least one million dollars ($1,000,000) per occurrence and three million dollars ($3,000,000) aggregate professional liability, general liability, and business auto. Supplier must waive, and require its insurers to waive, any and all recovery rights to which any insurer of Supplier may have against SQL by virtue of the payment of any loss under any insurance.

Independent Contractor. Supplier shall at all times be deemed to be an independent contractor of SQL. Supplier’s employees shall not be regarded as employees or agents of SQL for the payment of any employer taxes such as Federal Insurance Contributions Act (FICA), unemployment, and worker’s compensation; SQL shall not be responsible for such taxes or any fringe benefits for Supplier’s employees. Further, the employees of Supplier shall not be regarded as employees of SQL with respect to any intentional or negligent activity in which they may be involved or for any other purpose.

HIPAA. SQL is required to comply with the Standards for Privacy of Individually Identifiable Information under the Health Insurance Portability and Accountability Act of 1996, as amended (HIPAA). Supplier warrants that if it receives Protected Health Information (PHI) it will ensure Services comply with privacy and security requirements imposed by HIPAA, the Health Information Technology for Economic and Clinical Health Act (HITECH), and with SQL’s compliance policies, and will, upon request, execute a Business Associate Agreement on a form prepared by SQL.

Retention and Inspection of Records. All records related to the Agreement(s) shall be kept on file by Supplier for a period of four (4) years (or such longer period of time as may be required by applicable law) from the date the record is made. Upon reasonable prior notice, Supplier shall give SQL, or its authorized representative, and any relevant regulatory agency the ability to inspect, examine, and audit, during normal business hours, Supplier’s business records as are relevant to the Agreement(s). The cost of any SQL inspection, examination, and audit shall be at the sole expense of SQL.

Confidentiality and Nondisclosure. Supplier acknowledges that Supplier may gain access to confidential and proprietary information of SQL through the performance of Services for SQL and agrees that any reports, data, programs, drawings, specifications, plans, concepts, ideas, processes, procedures, designs, discoveries, inventions, including, without limitation, financial information, and other information represents confidential and proprietary information of SQL (collectively the “Proprietary Materials”). Supplier agrees to keep confidential all such Proprietary Material by exercising the same degree of care toward such material as Supplier does with respect to its own confidential information.

Intellectual Property. Supplier represents and warrants that the Services do not infringe the intellectual property rights of any third party or will cause SQL to infringe the intellectual property rights of any third party.

No Inducement or Referrals. Nothing in these Terms and Conditions or the Agreement(s) is intended to induce either Party to refer patients or any business to the other Party.

Assignment. The Agreement(s) may not be assigned by either Party without the prior written consent of the other Party. If consent to an assignment is obtained, these Terms and Conditions and the terms of the applicable Agreement(s) will be binding on the successors and assigns of the Parties to these Terms and Conditions. Notwithstanding any provision of these Terms and Conditions or the Agreement(s) to the contrary, SQL shall have the right to assign or otherwise transfer its interest under the Agreement(s) to any related entity. For the purposes of this section, a related entity shall be deemed to include a parent, subsidiary, any entity that acquires all or substantially all of SQL’s assets or operations relating to the Agreement(s), and the surviving entity of any merger or consolidation involving SQL. Any assignment to a related entity shall not require the consent or approval of Supplier in order to be effective.

Enforceability. If any term of these Terms and Conditions or the Agreement(s) is found to be unenforceable or contrary to law, it shall be modified to the least extent necessary to make it enforceable, and the remaining portions of these Terms and Conditions or the Agreement(s) will remain in full force and effect and shall be enforced to the fullest extent permitted by law.

SQL Rules and Regulations. Where Supplier provides Services on SQL’s premises, Supplier and Supplier Personnel shall comply with and observe all SQL rules and regulations, to include to the extent applicable security, InfoSec and IT requirements. If providing on-site facility-type services, Supplier shall adhere to SQL’s facilities services business protocols, including, where applicable, background check and drug testing requirements. Supplier agrees to defend and hold SQL harmless from any loss, claims, damages or liability that SQL may incur as a result of Supplier’s failure to follow any applicable SQL rules and regulations.

Health Standards. Supplier shall assure that all Supplier Personnel comply with annual influenza immunizations (due on or before December 1st of each year), and Measles, Mumps, and Rubella (MMR), Varicella, and Tuberculosis (TB) health standards prior to Supplier Personnel providing Services in a SQL clinical facility, and Supplier shall provide proof of such tests upon request. If Supplier is unable to assure compliance with this Section for any Supplier Personnel, Supplier shall assure that such Supplier Personnel entering any SQL facility are wearing surgical masks (if such Supplier Personnel have not obtained influenza immunizations) and whenever entering a patient care area (if such Supplier Personnel have not obtained the MMR, Varicella and TB health tests or influenza immunization). Upon request, surgical masks will be provided by SQL at no cost to Supplier.

Replacement of Supplier Personnel. If SQL, in its reasonable discretion, requests that Supplier replace Supplier Personnel providing Services on SQL premises under These Terms and Conditions or the Agreement(s), Supplier shall promptly replace Supplier Personnel with another qualified individual. Supplier agrees that if SQL believes any Supplier Personnel providing the Services in any SQL facility is impaired or ill, SQL may escort the individual off the SQL facility premises and the individual shall not be able to return to any SQL facility until SQL has approved that individual’s return.

Physician Ownership. Supplier expressly represents and warrants that no physician, no physician organization and no member of any physician’s immediately family owns or holds an ownership or financial interest in Supplier, including any affiliated or related entity or person, that is not the subject of an exception or “safe harbor” under applicable law.

No Offshore Activities. Supplier expressly represents and warrants that none of the Services under the Agreement(s) are provided in an Offshore location by either Supplier or any of its subcontractors. For purposes of this paragraph, the term “Offshore” refers to any country that is not one of the fifty United States or one of the United States Territories (American Samoa, Guam, Northern Marianas, Puerto Rico and Virgin Islands). This provision applies regardless of whether the workers are employees of American or foreign companies.

LIMITATION OF LIABILITY. NOTHING IN THESE TERM AND CONDITIONS OR THE AGREEMENT(S) SHALL EXCLUDE OR LIMIT SUPPLIER’S LIABILITY TO THIRD PARTIES FOR SUPPLER'S OWN NEGLIGENCE, FRAUD OR WILLFUL MISCONDUCT. FURTHER, NOTHING IN ANY TERMS AND CONDITIONS, CONTRACT FORMS, STATEMENTS OF WORK OR ANY OTHER DOCUMENTATION PROVIDED BY SUPPLIER SHALL LIMIT SUPPLIER’S LIABILITY TO SQL FOR DIRECT DAMAGES TO ANY DOLLAR AMOUNT LESS THAN ONE MILLION DOLLARS ($1,000,000) WHETHER OR NOT SUCH DOCUMENTATION HAS BEEN EXECUTED BY AN AUTHORIZED OFFICER OF SQL.

Title and Risk of Loss. Title and risk of loss to the material and supplies purchased hereunder shall pass to SQL at the point of destination, subject to the right of SQL to reject upon inspection.

Indemnification. Supplier shall defend, indemnify and hold harmless SQL and SQL's officers, employees and agents from and against any and all third-party claims, liabilities, damages, demands, losses, causes of action and suits, including reasonable attorney's fees incident thereto, to the extent they result directly from or out of (A) Any injury or death of any person or damage to or destruction of any property caused by the negligent acts, errors, omissions or willful misconduct of Supplier or its or agents or employees; or (B) Any violation of federal or state regulations, orders, rules or the violation of any other governmental entity by Supplier, its agents or employees; or (C) Any breach of warranty or any negligent performance by Supplier of its obligations under these Terms and Conditions or the Agreement(s). Supplier shall further indemnify and hold SQL harmless against all damages, judgments and attorneys’ fees arising out of a claim that the purchase or use of the Services infringes any patent, copyright, trade secret or other proprietary right. SQL shall give Supplier prompt written notice of any such claim and shall be given the opportunity to participate in the defense thereof.

Warranty. All Personnel selected by Supplier to perform Services shall bring sufficient skills and experience so as to be able to perform the Services in a highly professional and workman-like manner and shall have adequate training, licensure and experience in the relevant subject matter in accordance with applicable commercial standards. The products and services furnished under the Agreement(s) shall be covered by the most favorable warranties the Suppler offers to any customer for the same or similar products or services. The rights and remedies so provided are in addition to and do not limit any rights afforded to SQL by any other term in the Agreement(s).

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