Sample Submission Form
(To be completed by MRM Proteomics)
Date Received:
Initals:
Order Number:
Send Results To
 Same as Send To
Bill To
Company:
Address:
Contact:
Tel:
Fax:
E-mail:
Quote #:
Ship Date:
PO#/CC# & Type:
Shipped By:
Credit Card Name:
Expiration Date:
Service Requested (Select)
 Human Discovery MRM Assay
 Human Cardiovascular MRM Assay
 Custom MRM Assay
Include quote # and specify analytes/proteins below)
Sample Information
Species:
 Human
Type:
 Plasma
 Serum
 Other
Anticoagulant:
 Citrate
 EDTA
 Other
 Heparin
 Other
# of Samples:
Comments/Special Instructions
Ship to: Derek Smith  MRM Proteomics Inc.  Proteomics Centre  Vancouver Island Technology Park
#3101-4464 Markham St.  Victoria, BC, V8Z 7X8  Tel: (604) 800-2296  e-mail: [email protected]
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Sample Submission Form
Sample Name(s) & Identification
Enter information below. If additional space is needed please use additional forms.
Well or
Vial ID
SAMPLE NAME
SIGNATURE: ________________________
VOLUME (µl)
COMMENT
Terms on the following pages of this form are hereby accepted
Submit by Email
Print Form
Ship to: Derek Smith  MRM Proteomics Inc.  Proteomics Centre  Vancouver Island Technology Park
#3101-4464 Markham St.  Victoria, BC, V8Z 7X8  Tel: (604) 800-2296  e-mail: [email protected]
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MRM PROTEOMICS INC.
General Terms and Conditions
The terms and conditions which follow (the “Terms”), together with the sample submission form (the “Submission Form”) to which these
Terms are attached or incorporated by reference will exclusively govern the manner in which MRM PROTEOMICS INC. (“MRM”) agrees to
provide certain Services to the Client (as those terms are defined below). In the event of any conflict between these Terms and the
provisions of any Submission Form, quotation, request for services, invoice, bill of sale or other instrument prepared in connection with the
Services or Peptides to be provided by MRM, these Terms will prevail.
Each Submission Form will be subject to written acceptance by MRM and, following such acceptance, the Submission Form together with
these Terms will form a binding legal agreement between MRM and the Client.
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INTERPRETATION
In these Terms:
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(a)
“Agreement” means these Terms together with the Submission Form to which these Terms are attached or
incorporated by reference;
(b)
“Client” means the client identified in a Submission Form;
(c)
“Client Materials” means the gel plugs, cells, tissue samples and other materials described in the Purchas Order, to
be provided by MRM for the purposes of undertaking the Services;
(d)
“Fees” means the fees specified in a Submission Form, together with all shipping and handling charges, as
determined by MRM, and all applicable taxes.
(e)
“Related Persons” means every MRM officer, director, employee, parent company, subsidiary or affiliated company,
including without limitation the University of Victoria, the University of Victoria Innovation and Development
Corporation, and all faculty and staff of the University of Victoria;
(f)
“Services” means the testing and other clinical and analytical services described in the Purchaser Order, to be
provided by MRM; and
(g)
“Testing Data” means the raw and interpreted results (if any) of the Services undertaken by MRM in connection with
a Submission Form.
SERVICES
Subject to these Terms and acceptance of a Submission Form by MRM, MRM will provide the Services and the Test Data arising therefrom
to the Client in accordance with the schedule and additional terms and conditions set out in the Submission Form.
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CLIENT MATERIALS
The Client must make shipping arrangements for any Client Materials in accordance with the rules and regulations established by MRM
and amended from time to time in the sole discretion of MRM, and in compliance with all applicable import, export, customs and other
laws and regulations, including all health and safety regulations and relevant handling procedures and protocols in effect from time to
time. The Client is responsible for obtaining any and all permits, forms or permissions that may be required by all regulatory authorities to
ship and deliver the Client Materials to MRM and for MRM to accept delivery of the Client Materials. The Client represents and warrants
that: (a) it has the right and authority to provide the Client Materials to MRM for analysis under the terms and conditions of Agreement; (b)
the Client Materials were collected lawfully and with all necessary consents and approvals; and (c) the collection, use and disclosure of
the Client Materials by MRM pursuant to the Agreement will not violate the rights of any third party. IN NO CIRCUMSTANCE WILL A CLIENT
SUBMIT CLIENT MATERIALS TO MRM WHICH ARE RADIOACTIVE, WHICH CONTAIN LIVE BIOLOGICAL AGENTS OR WHICH OTHERWISE PRESENT
ANY HEALTH OR ENVIRONMENTAL RISKS OR WHICH COULD CAUSE DIRECT OR INDIRECT DAMAGE OR HARM TO MRM, ANY RELATED PERSONS
OR ANY PROPERTY BELONGING TO MRM OR ANY RELATED PERSONS.
4
PAYMENT
In consideration of the Services and the Test Data to be provided by MRM to the Client, the Client covenants and agrees to pay the Fees
to MRM in accordance with the Schedule set out in the Submission Form.
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CONFIDENTIALITY
Subject to the rights reserved to MRM in accordance with Part 9 below, MRM will use commercially reasonable efforts to hold the Client
Materials and to otherwise keep all Test Data and every Agreement in confidence, except where such Agreement or its contents:
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(a)
is publicly known or becomes publicly known through no unauthorized act of MRM;
(b)
must be disclosed pursuant to a legal requirement imposed on MRM or any Related Persons, so long as MRM provides the
Client with seven (7) days written notice of such requirement, prior to any disclosure.
DISCLAIMER OF WARRANTY
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES AND THE TEST DATA WILL BE PROVIDED TO THE CLIENT ON AN "AS IS,
WHERE IS” BASIS. THE CLIENT ACKNOWLEDGES AND AGREES THAT NEITHER MRM NOR RELATED PERSON MAKES OR HAS MADE ANY
REPRESENTATIONS OR EXTENDED ANY WARRANTIES, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES, TEST DATA OR ANY OTHER
MATTER TOUCHED UPON IN THESE TERMS, NOR HAS THE CLIENT RELIED UPON ANY SUCH REPRESENTATIONS OR WARRANTIES. NEITHER MRM
NOR ANY RELATED PERSON MAKES OR HAS MADE ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS OF THE TEST DATA
FOR A PARTICULAR PURPOSE, OR OTHERWISE REPRESENTED OR WARRANTED THAT USE OF THE TEST DATA WILL NOT INFRINGE ANY PATENT,
COPYRIGHT, TRADEMARK OR OTHER RIGHTS.
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LIMITATION OF LIABILITY
NEITHER MRM NOR ANY RELATED PERSON WILL BE LIABLE TO THE CLIENT OR TO ANY OTHER PERSON OR ENTITY FOR ANY LIABILITY, LOSS OR
DAMAGES CAUSED OR ALLEGED TO HAVE BEEN CAUSED, EITHER DIRECTLY OR INDIRECTLY, THROUGH PROVISION OF PART OR ALL OF THE
SERVICES OR OTHERWISE ANY USE OF THE TEST DATA. WITHOUT LIMITING THE FOREGOING, IN NO EVENT WILL THE MRM OR ANY RELATED
PERSON BE LIABLE FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES, HOWEVER CAUSED, AND REGARDLESS
OF THE THEORY OF LIABILITY (INCLUDING BUT NOT LIMITED TO CONTRACT, NEGLIGENCE, STRICT LIABILITY IN TORT OR WARRANTY OF ANY
KIND), ARISING OUT OF OR RELATED TO ANY USE OF OR INABILITY TO USE THE TEST DATA. Without limiting the generality of the foregoing, the
Client acknowledges and agrees that neither MRM nor any Related Person will be liable for any failure to provide any Service or Test Data
as the direct or indirect result of an event of Force Majeure. For the purposes of this paragraph, “Force Majeure” means any delay or
failure by MRM to perform its obligations as required by an Agreement to the extent that such delay or failure to perform is caused by a
reason or circumstance beyond such party's control, including, without limitation, acts or omissions of the other party, third party nonperformance, and failure or malfunction of computer or telecommunications hardware, equipment or software, provided that such party
could not have foreseen the specific reason or circumstance which caused the delay or failure at the time of the conclusion of an
Agreement or could not reasonably have been expected to have avoided or overcome it or its consequences.
Ship to: Derek Smith  MRM Proteomics Inc.  Proteomics Centre  Vancouver Island Technology Park
#3101-4464 Markham St.  Victoria, BC, V8Z 7X8  Tel: (604) 800-2296  e-mail: [email protected]
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INDEMNITY
THE CLIENT COVENANTS AND AGREES TO INDEMNIFY, DEFEND AND HOLD HARMLESS MRM AND ALL RELATED PERSONS FROM AND AGAINST
ANY AND ALL LIABILITY, LOSS, DAMAGE, ACTION, CLAIM OR EXPENSE IN CONNECTION WITH ANY CLAIM, SUIT, ACTION, DEMAND OR
JUDGMENT ARISING OUT OF CONNECTED WITH, RESULTING FROM, OR SUSTAINED AS A RESULT OF THE PROVISION BY MRM OF ANY SERVICES
OR OTHERWISE ANY USE BY THE CLIENT OR ANY THIRD PARTY OF ANY TEST DATA.
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COMPLIANCE WITH LAWS
The Client represents and warrants to MRM that it has the expertise and equipment necessary to handle the Client Materials with care
and without danger to the Client’s employees, staff or the general public. The Client agrees to comply with all laws, regulatio ns and
ordinances, whether federal, state, provincial, county, municipal or otherwise, applicable to any use of the Test Data.
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INTELLECTUAL PROPERTY
The Client will retain all right, title and interest in and to the Client Materials and any Test Data. MRM will retain all right, title and interest in
and to in any other Intellectual Property and any tools, techniques or methodologies used by MRM in providing Services, and any
enhancements developed by or on behalf of MRM with respect thereto. For the purposes of each Agreement, “Intellectual Property”
means the right, title or interest in or to any products of the mind or the imagination, tangible or otherwise, and includes, without limitation,
all works, inventions (whether patentable or not), discoveries, designs, ideas, artistic expressions, drawings, creations, developments,
algorithms, compilations of information (whether copyrightable or not), and all derivations, modifications, enhancements and
improvements of the same.
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TERMINATION
MRM may, at its option and in its sole direction, terminate any Agreement with the Client where in the course of providing services, MRM
determines in its sole discretion that Services cannot be delivered in a manner which MRM considers economical, ethical, legal or
practicable. MRM may further terminate any Agreement, at its option and in its sole direction, in the event of:
(a)
the breach by the Client of any provision of an Agreement;
(b)
the assertion against the Client by a third party of any claim of product liability;
(c)
the violation by the Client or anyone for whom the Client is in law responsible of the intellectual property rights of
either MRM or any Related Persons;
(d)
the violation by the Client of any applicable local, provincial, state or federal statute;
(e)
conduct on the part of the Client that might be detrimental to the business or the financial position of MRM;
(f)
conduct on the part of the Client or anyone for whom the Client is in law responsible which is of such a serious and
substantial nature that, as determined in the sole discretion of MRM, continuation of an Agreement would injure the
reputation of MRM or any Related Persons; or
(g)
any act of the Client or any agent, authorized representative or creditor of the Merchant which results in the
Merchant becoming subject to the provisions of the Winding-Up Act (Canada), the Companies' Creditors
Arrangement Act (Canada), the Bankruptcy Act (Canada) or any similar legislation applicable in the jurisdiction
where the Merchant is ordinarily resident.
Notwithstanding termination of an Agreement for any reason, the Client will remain liable to pay to MRM any sum due and owing
thereunder, and for that purpose the Client covenants and agrees that the obligations arising under parts 2, 4 and 7 of these Terms will
survive any such termination, howsoever caused.
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GENERAL PROVISIONS
(a)
Each Agreement will be governed by and construed in accordance with the law of British Columbia and the parties
agree to attorn to the exclusive jurisdiction of the courts of British Columbia.
(b)
The provisions of each Agreement will be severable in that if any provision in the Agreement is determined to be
invalid or unenforceable under any controlling body of law, that will not affect the validity or enforceability of the
remaining provisions of that Agreement.
(c)
While MRM and the Client intend by an Agreement to establish a contractual relationship, it is not the intention of
either party to undertake a joint venture or to make MRM in any sense an agent, employee, or partner of the Client.
The parties expressly agree that they are independent contractors, and no Agreement will in any way create a
partnership between MRM and the Client (or any Related Persons), whether at common law or in accordance with
any applicable statute, nor have the parties granted to each other any right or authority to assume or create any
obligation of responsibility, express or implied, on behalf of or in the name of the other, or to bind the other in any
manner whatsoever.
(d)
The Client acknowledges and agrees that any sum to be paid by the Client in accordance with an Agreement
which remains unpaid after the date upon which it becomes due will accrue interest at the rate of twenty-four
(24.0%) percent per annum, compounded monthly.
(e)
Any notices required under an Agreement will be sufficient if given in writing and delivered in person or by facsimile
transmission to the address or facsimile number first written above. Any such notice will be deemed to have been
duly given upon delivery if delivered in person, and on the day following transmission if given by facsimile.
(f)
The Client may not assign, transfer or sell its interest in an Agreement, in part or in whole, without the express written
consent of MRM.
(g)
Headings in an Agreement are included for reference only and must not be used for interpretation purposes.
(h)
No modification of this and will be binding, unless in writing and signed by an authorized representative of each
party.
(i)
Each Agreement constitutes and contains the entire agreement of the parties with respect to the subject matter
hereof, and supersedes any prior understandings or written or oral agreements between them respecting the subject
matter of that Agreement.
(j)
Subject to the limitations on assignment contained herein, each and all of the covenants, terms and provisions of an
Agreement will be binding upon each of these parties and their respective successors, heirs, executors, personal
representatives and assigns.
Ship to: Derek Smith  MRM Proteomics Inc.  Proteomics Centre  Vancouver Island Technology Park
#3101-4464 Markham St.  Victoria, BC, V8Z 7X8  Tel: (604) 800-2296  e-mail: [email protected]
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