CLINICAL STUDY CENTER AGREEMENT
KNOW HEALTHTECH, INC.
THIS AGREEMENT (the “Agreement”) is made and entered into by and between KNOW HEALTHTECH, INC., a Delaware corporation with offices located at 410 Central Park West, New York, NY 10025 (“Know Rare”) and the clinical study center accepting this Agreement via Know Rare’s website or mobile app (“Customer”). This Agreement is effective as of the date (the “Effective Date”) accepted by Know Rare.
RECITALS
A. Know Rare maintains a platform (the “Platform”), including a website, application and social media sites, to assist prospective participants in a clinical study (“Applicants”) in efficiently locating and learning about clinical studies for the cure and treatment of health conditions that affect fewer than 200,000 people in the United States (a “Rare Disease”);
B. Customer engages in, or contemplates engaging in, a clinical study for a Rare Disease (the “Study”); and
C. Customer desires to obtain certain services from Know Rare, and Know Rare desires to provide such services, upon the terms and conditions set forth in this Agreement.
NOW, THEREFORE, THE PARTIES HERETO AGREE AS FOLLOWS:
Know Rare Services.
Know Rare will provide the following services (the “Services”) to Customer:
1.1 Know Rare will list the Study across its Platform.
1.2 An Applicant will have the opportunity to schedule and conduct virtually the Applicant’s initial screening visit with Customer over the Platform.
1.3 An Applicant will have the opportunity to execute over the Platform an informed consent provided by Customer.
1.4 Customer will have access to a dashboard on the Platform that will track Applicant inquiries on Customer’s study.
1.5 Know Rare will provide such additional services to Customer upon such terms and conditions as may be agreed upon by Know Rare and Customer in a written addendum to this Agreement.
2. Customer Obligations.
2.1 Customer agrees to the Study being listed on the Platform.
3. Confidentiality
3.1 In General. A party receiving Confidential Information (as defined in the next sentence) of the other party will use such Confidential Information only for purposes consistent with the terms of this Agreement and will not disclose such Information other than to persons in its organization who have a need to know and who will be required to comply with this Section 3. “Confidential Information” means the existence of this Agreement, the provisions of this Agreement and trade secrets, proprietary information and other non-public information regarding either party or its business, except that Confidential Information does not include: (1) information publicly known prior to disclosure; (2) information coming into the lawful possession of the recipient without any confidentiality obligation; and (3) information that a party concludes that it is required or requested to make as required by court order or as a matter of law, rule or regulation; provided that such disclosure is made after good faith consultation with counsel with respect thereto and prior to making such required or requested disclosure, where permissible (and except where such disclosure is to be made to any supervisory or regulatory authority), the party who is required or requested to disclose the Confidential Information shall notify the other party of such requirement or request prior to such disclosure so that the disclosing party may seek an appropriate order or other remedy protecting the Confidential Information from disclosure. In the absence of a protective order or similar remedy, the receiving party agree to disclose only that portion of the Confidential Information that they are so required or requested to disclose. Each party will exercise at least the same degree of care to safeguard the confidentiality of the other’s Information as it does to safeguard its own proprietary confidential information, but not less than a reasonable degree of care.
3.2 Confidentiality of Applicant Information. Know Rare and its employees, agents and subcontractors hereby agree to maintain the confidentiality of all information and records relating to Applicants in accordance with applicable laws and regulations, including but not limited to the provisions of the Health Insurance Portability and Accountability Act of 1996 and the regulations promulgated thereunder (“HIPAA”). Contemporaneously with the execution of this Agreement, Know Rare and Customer have entered into Know Rare’s then current form of Business Associate Agreement and such Business Associate Agreement shall be deemed a part of this Agreement.
3.3 Additional Permitted Uses. Subject to its obligations under Sections 3.1 and 3.2 above, Know Rare shall be permitted to trace the status of any patient visits, track all informed consent documents executed and use de-identified personal health information of Applicants to the extent permitted by HIPAA and other applicable law.
4. Term and Termination.
4.1 Subject to the provisions of Section 4.2 below, the initial term of this Agreement shall be the twelve (12) month period commencing on the Effective Date. This Agreement will automatically renew for successive terms of twelve (12) months unless written notice of non-renewal is provided to the other party not less than sixty (60) days prior to the then applicable anniversary date.
4.2 Either party may terminate this Agreement prior to the end of a term as follows:
4.2.1 Termination for Convenience. Either party may voluntarily terminate this Agreement upon at least thirty (30) days written notice to the other party. Customer is responsible to pay Know Rare for all Services rendered up until the date of termination.
4.2.2 Termination Upon Insolvency or Bankruptcy. If either party becomes insolvent or admits its inability to pay its debts generally as they become due, becomes subject to any bankruptcy law and/or if the business of either party is placed in the hands of a receiver, or trustee in bankruptcy, whether by voluntary act of such party or otherwise, the other party will have the right to terminate this Agreement, effective immediately and without notice.
4.2.3 Termination Upon Breach. If a material breach of this Agreement occurs, the injured party shall provide the other party with written notice of this breach. If this breach is not cured within ten (10) days of the receipt of written notice, the injured party will have the right to terminate this Agreement immediately at the conclusion of the notice period, unless the breach is of a nature that cannot be cured. In the event of such termination, neither party will be relieved of any obligations incurred prior to termination and each party will have any and all rights and remedies available at law or equity.
4.2.4 Federal Funding. This Agreement shall be terminable upon one business days’ notice if the continuation of this Agreement would result in the loss of Customer’s ability to obtain funding from the National Institutes of Health or other federal agencies.
5. Customer’s Use of the Services.
5.1 Customer’s Responsibilities. Customer is solely responsible for: (i) Customer’s and individuals authorized by Customer to use and access the Services (“Users”) compliance with this Agreement; (ii) managing Users’ identity and password combinations for use of, and access to, the Services; (iii) using the Services only in accordance with any documentation and training provided by Know Rare and all applicable local, state or provincial, federal, and/or international laws, rules and government regulations relating to Customer’s and Users’ use of the Services; (iv) maintaining its own hardware and software for purposes of interfacing with the Services; and (v) procuring and maintaining the network connections which allow Users to access and use the Services.
5.2 Prohibited Actions. Customer shall not, and shall ensure Users do not: (i) make the Services available to anyone other than Users; (ii) sell, resell, lease or timeshare the Services, or transfer the Services except as set forth herein; (iii) interfere with, or disrupt the integrity or performance of, the Services; (iv) copy, duplicate, reproduce, frame, or mirror any part of the Services, other than for Customer’s own internal business purposes; (v) de-construct or reverse engineer the Services; (vi) access the Services if Customer has a business interest in, is creating or developing, or is planning the creation or development of a service, product, or system in any way competitive with the Services; (vii) copy any features, functions, or graphics of the Services; (viii) access the Services for the purpose of extracting data, monitoring availability, performance, functionality, or for any other benchmarking or competitive purpose; or (ix) access the Services in such a way that adversely impacts the performance of the Services.
5.3 Website Terms and Conditions. Customer agrees that its use of Know Rare’s website or applications will be subject to the terms and conditions set forth at www.knowrare.com/terms and at www.knowrare.com/privacy.
6. Future Fees and Payment Terms.
Know Rare may elect to impose fees for the Services by sending Customer a written notice of the imposition of such fees upon at least sixty (60) days’ notice. If Customer does not agree to such fees pursuant to a written Addendum to this Agreement within thirty (30) days of such notice, Know Rare shall have the option of terminating this Agreement upon at least thirty (30) days’ notice to Customer. The following provisions shall apply to the extent that Know Rare will charge Customer for the Services or agreed upon additional services:
6.1 Payment Terms. Except as otherwise set forth in an Addendum, Know Rare will invoice Customer for all Services on a monthly basis, with fixed recurring charges invoiced in advance and all other charges invoiced in arrears. Customer shall pay each invoice in full upon receipt. The fees and start date for the fees for each of the Services shall be set forth in the Addendum.
6.2 Fee Disputes. Customers may reasonably dispute any portion of an invoice provided such reasonable dispute is made (a) in writing with sufficient detail as to (i) the nature of the claim, (ii) the amount disputed, and (iii) the specific Service(s) and related charges or other matters disputed; and (b) within ninety (90) days from the date of the invoice (after which time Customer agrees all amounts charged on the invoice are deemed accurate). A dispute as to any portion of an invoice does not relieve Customer from timely payment of the undisputed portion.
6.3 Late Payments. Any undisputed payment not received by Know Rare within thirty (30) days of the invoice date shall be considered late and will accrue interest at a rate of one and one-half percent (1.5%) per month (compounded monthly), or the highest rate allowed by applicable law, whichever is lower.
6.4 Taxes. Customer shall be responsible for all taxes related to the provision of Services, including sales, service, property, use, value-added or other local taxes, except for taxes based on Know Rare’s net income.
6.6 Collection Costs. Following any delinquency in payment, Customer shall pay all of Know Rare’s costs and expenses incurred in connection with the collection of the delinquent amounts, including, without limitation, reasonable attorneys’ fees and court costs.
7. Know Rare Compliance Obligations.
7.1 Equal Opportunity/Affirmative Action Clause. Know Rare agrees that during the performance of this Agreement it shall not discriminate against any person on the basis of race, creed, color, national origin, handicap, age, sexual preference or gender.
7.2 Non-Exclusion. Know Rare represents, warrants and covenants that, during the term of this Agreement, it has not been: (a) convicted of a criminal offense that falls within the ambit of 42 U.S.C. §1320a-7(a), or (b) excluded, debarred, suspended or otherwise ineligible to participate in the Federal health care programs or in Federal procurement or non-procurement programs.
8. Limited Representations and Warranties.
8.1 Performance of Services. Know Rare represents that the Services provided will perform substantially in accordance with its documentation, as the same may be modified or updated from time to time. Customer’s sole remedy for a breach of this representation shall be as provided in Section 9.1.
8.2 Infringement. Know Rare agrees to hold Customer harmless from liability to third parties resulting from infringement of any United States patent or copyright or trade secret by the Services. Know Rare shall be released from the foregoing obligation unless Customer provides Know Rare with (1) written notice within fifteen (15) days of the date Customer first becomes aware of such a claim or action, or possibility thereof; (2) sole control and authority over the defense or settlement thereof; and (3) proper and full information and assistance to settle and/or defend any such claim or action. If a final injunction is, or Know Rare believes, in its sole discretion, is likely to be, entered prohibiting the use of the Services or any part thereof by Customer as contemplated by this Agreement, Know Rare will, at its sole option and expense, either (a) procure for Customer the right to use the infringing Services as provided in this Agreement, (b) replace the infringing Services with non-infringing, functionally equivalent products, (c) suitably modify the infringing Services so that it is not infringing; or (d) in the event (a), (b) and (c) are not commercially reasonable, terminate the license, accept return of the infringing software and refund to Customer an equitable portion of the fee paid therefor for any time period during which Customer was unable to use the Services. Except as specified in this Section 8.2, Know Rare will not be liable for any costs or expenses incurred without its prior written authorization. Notwithstanding the foregoing, Know Rare assumes no liability for infringement claims with respect to Services (i) not supplied to Customer, (ii) that is modified after delivery by Know Rare, (iii) combined with other products, processes or materials where the alleged infringement relates to such combination, (iv) where Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (v) where Customer’s use of the Services is not strictly in accordance with this Agreement. THIS SECTION 8.2 STATES THE ENTIRE LIABILITY AND OBLIGATIONS OF KNOW RARE AND THE EXCLUSIVE REMEDY OF CUSTOMER WITH RESPECT TO ANY ACTUAL OR ALLEGED INFRINGEMENT OF ANY PATENT, COPYRIGHT, TRADE SECRET, TRADEMARK OR OTHER INTELLECTUAL PROPERTY RIGHT BY THE SERVICES.
8.3 Limitation of Warranty. OTHER THAN THOSE SPECIFIC REPRESENTATIONS AND WARRANTIES SET FORTH IN SECTIONS 8.1 AND 8.2 ABOVE, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. KNOW RARE HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND THOSE ARISING BY STATUTE OR FROM A COURSE OF DEALING OR USAGE OF TRADE.
8.4 Further Limitations of Liability. Except for claims resulting from Know Rare’s willful misconduct or bad faith:
8.5 Performance of Services. CUSTOMER’S EXCLUSIVE REMEDY, AND KNOW RARE’S ENTIRE LIABILITY IN CONTRACT, TORT OR OTHERWISE FOR BREACH OF THE REPRESENTATION PROVIDED IN SECTION 8.1 WILL BE TO USE ITS COMMERCIALLY REASONABLE EFFORTS TO PROVIDE A CORRECTION OR WORK AROUND FOR ANY MATERIAL NONCONFORMITY THAT IS (1) REPORTED TO KNOW RARE BY CUSTOMER AND (2) REPRODUCIBLE BY KNOW RARE IN THE EXECUTION ENVIRONMENT.
8.6 No Consequential Damages. IN NO EVENT SHALL KNOW RARE BE LIABLE TO CUSTOMER FOR ANY INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES OR LOST PROFITS, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE PERFORMANCE OR BREACH THEREOF, EVEN IF KNOW RARE HAS BEEN ADVISED OF THE POSSIBILITY THEREOF, INCLUDING, BUT NOT LIMITED TO, ANY LOSS OR DECREASE IN PROFITABILITY.
8.7 Cap on Liability. KNOW RARE’S LIABILITY TO CUSTOMER PURSUANT TO THIS AGREEMENT, IF ANY, SHALL IN NO EVENT EXCEED THE GREATER OF $10,000 OR THE TOTAL SERVICE FEES PAID TO KNOW RARE PURSUANT TO THIS AGREEMENT WITH RESPECT TO THE SIXTH MONTH PERIOD IMMEDIATELY PRIOR TO THE FIRST DATE OF THE LOSS.
8.8 No Liability as to Applicants. Know Rare shall not have any liability to Customer with respect to (i) the qualifications or verification of self-reported qualifications by Applicants; (ii) an Applicant keeping virtual visit appointment; (iii) any fees incurred in connection with an Applicant’s virtual visit; (iv) an Applicant’s capabilities for a virtual visit; (v) an Applicant’s dissatisfaction with screening visit; or (vi) recruitment amounts payable to Applicants.
8.9 Applicable Law. If applicable law limits the application of the provisions of this Section 9, a party’s liability will be limited to the maximum extent possible.
8.10 Basis of the Bargain. The parties acknowledge that the prices have been set, and the Agreement is entered into in reliance upon the limitations of liability, remedies, damages, and the disclaimers of warranties and damages set forth herein, and that all such limitations and exclusions form an essential basis of the bargain between the parties. The specific remedies provided herein or in any Addendum are the exclusive remedies available to Customer.
9. Intellectual Property Rights.
Know Rare shall remain the sole owner of and retain all right, title and interest in any service, technical information and/or intellectual property rights (“IPR”) provided to Customer hereunder, including, without limitation, all trademark, trade names, service marks, copyrights, computer programs, general utility programs, software, methodology, databases, specifications, systems designs, applications, enhancements, documentation, manuals, know-how, formulas, hardware, audio/visual equipment, tools, libraries, discoveries, inventions, techniques, writings, designs, and other IPR either used or developed by Know Rare or its agents in connection with the provision of service hereunder and all derivative works or improvements therein (“Know Rare Technology”). Any Know Rare Technology will not be work-for-hire and Customer agrees to assign and hereby does assign to Know Rare all IPR in and to the Know Rare Technology. In return for payment of all fees and charges, Know Rare grants to Customer a royalty free, non-exclusive, non-transferable, non-assignable license to use any IPR provided with the Services hereunder solely for the purpose of receiving such Services. Know Rare shall be free to provide similar IPR to other parties and shall retain the right to unrestricted use of any data, and any and all related concepts, know-how, techniques or IPR either acquired or developed as a result of this Agreement.
10. Study Sponsor Contacts.
Subject to Know Rare’s confidentiality obligations under this Agreement and applicable law, including its obligations under Section 3 (Confidentiality) hereof, Know Rare shall be entitled to contact study sponsors related to the Study, including, as applicable, pharmaceutical companies, universities and other academic centers, and hospitals and other health care providers.
11. Force Majeure.
If the performance of any of Know Rare’s obligations under this Agreement is prevented, restricted, delayed, or interfered with by reason of any cause beyond Know Rare’s reasonable control, then Know Rare shall be excused from such performance to the extent of such prevention, restriction, delay, or interference, whether or not the underlying applicable event is foreseeable at the time of execution of this Agreement. Causes beyond Know Rare’s reasonable control include, without limitation, (i) acts of God, pandemic, acts of terrorism, flood, fire, arson, civil disturbance, or governmental action, including measures of governmental authority in response to the foregoing, (ii) problems with any third party hardware or software, any hardware or software provided by Customer, any telecommunications devices or connections, or anything for which Customer is responsible, (iii) any acts or omissions of Customer or Customer’s employees or agents, or (iv) any failure of any supplier.
12. No Joint Venture.
Nothing contained in this Agreement shall be deemed or construed as creating a joint venture or partnership or franchise between the parties. Neither party is by virtue of this Agreement authorized as an agent, employee or legal representative of the other.
13. Arbitration.
13.1 Any dispute or controversy between the parties relating to or arising out of these Terms and Conditions (a “Claim”) shall be finally settled by binding arbitration administered by JAMS in accordance with the JAMS Streamlined Arbitration Procedure Rules for claims that do not exceed $250,000 and the JAMS Comprehensive Arbitration Rules and Procedures for claims exceeding $250,000 in effect at the time the arbitration is initiated, excluding any rules or procedures governing, or permitting class actions. The arbitration award shall be final and binding upon the parties and judgment may be entered thereon in any other court of competent jurisdiction.
13.2 Arbitration shall proceed solely on an individual basis without the right for any Claims to be arbitrated on a class action basis or on bases involving claims brought in a purported representative capacity on behalf of others. The arbitrator’s authority to resolve and make written awards is limited to Claims between you and us alone. Claims may not be joined or consolidated unless agreed to in writing by all parties. No arbitration award or decision will have any preclusive effect as to issues or claims in any dispute with anyone who is not a named party to the arbitration.
13.3 The arbitrator will give effect to statutes of limitation in determining any claim and may dismiss the arbitration on the basis that the claim is barred. For purposes of the application of the statute of limitations, the service on JAMS under applicable JAMS rules of a notice of claim is the equivalent of the filing of a lawsuit. Any dispute concerning this arbitration provision or whether a claim is arbitrable shall be determined by the arbitrator.
13.4 BY AGREEING TO BINDING ARBITRATION, THE PARTIES IRREVOCABLY AND VOLUNTARILY WAIVE ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM. FURTHERMORE, WITHOUT INTENDING IN ANY WAY TO LIMIT THIS AGREEMENT TO ARBITRATE, TO THE EXTENT ANY CLAIM IS NOT ARBITRATED, THE PARTIES IRREVOCABLY AND VOLUNTARILY WAIVE ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF SUCH CLAIM. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE PARTIES ENTERING INTO THIS AGREEMENT.
13.5 Each of Know Rare, Customer and their respective representatives agree that a breach of Sections 3 and 10 above will give rise to irreparable injury to the other party for which damages may not be adequate compensation, and consequently, that the other party shall be entitled, in addition to all other remedies available to it at law or equity, to injunctive and other equitable relief to prevent a breach of Sections 3 and 10 and to secure the specific performance of such sections without proving actual damages or posting a bond or other security.
14. Notices.
Any notice or other communication given or made pursuant to this Agreement must be in writing and shall be delivered to the party to whom intended by personal delivery, by nationally recognized courier (Federal Express, UPS, etc.) or by certified or registered mail, postage prepaid, and shall be deemed given when personally delivered or sent by telecopier or two (2) business days after deposit with a courier or five (5) business days after mailing. Other delivery methods, including electronic mail, may be used if receipt is acknowledged and shall be deemed given when received. The addresses to which any such notice shall be sent shall be as follows (or at such other address as such party may designate by proper notice):
If to Know Rare: Know Healthtech, Inc. 410 Central Park West, New York, NY 10025
team@knowrare.com
With a copy to:
Schwartz Sladkus Reich Greenberg Atlas LLP, 444 Madison Avenue, 6th Floor, New York, NY 10022
egreenberg@srga.com
If to Customer: At such address entered by Customer in via Business Associate’s website or mobile app.
15. Miscellaneous.
15.1 New York Law. This Agreement shall be governed by and construed and enforced in accordance with the internal substantive laws of the State of New York, without regard to its choice of law provisions.
15.2 Consent to Jurisdiction. To the extent that any Claim is not subject to arbitration pursuant to Section 13 above, the parties irrevocably consent to the jurisdiction of the courts of the State of New York, County of New York (and the Federal courts having jurisdiction in the State of New York, County of New York) for purposes of any judicial proceeding that may be instituted in connection with any matter arising under or relating to this Agreement.
15.3 Jury Waiver. To the extent that any Claim is not subject to arbitration pursuant to Section 13 above, THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHTS SUCH PARTIES MAY HAVE TO A TRIAL BY JURY IN ANY JUDICIAL PROCEEDING THAT MAY BE INSTITUTED IN CONNECTION WITH ANY MATTER ARISING UNDER OR RELATING TO THIS AGREEMENT.
15.4 Entire Agreement; Amendments. This Agreement represents the entire agreement between the parties regarding the subject matter hereof. This Agreement supersedes in all respects any and all prior oral or written negotiations, discussions, commitments, representations, agreements and other understandings between the parties with respect to the subject matter of this Agreement, and all such prior understandings are merged herein. There are no representations, warranties or covenants between the parties with respect to the subject matter of this Agreement, except as set forth in this Agreement.
15.5 Waiver. No failure of a party to exercise, and no delay by a party in exercising, any right or remedy under this Agreement shall constitute a waiver of such right or remedy. No waiver by a party of any such right or remedy under this Agreement shall be effective unless made in writing duly executed by such party and specifically referring to each such right or remedy being waived.
15.6 Survival. The provisions of Sections 3, 5.2, 8, 9, 10, 13 and 15, in addition to any provision of this Agreement reasonably expected to survive the termination of this Agreement, shall survive the termination of this Agreement.
15.7 No Third Party Beneficiaries. The provisions of this Agreement and the rights and obligations created hereunder are intended for the sole benefit of Know Rare and Customer, and do not create any right, claim or benefit on the part of any person not a party to this Agreement. The parties do not intend any provision of this Agreement to be enforceable by or to benefit any third party.
15.8 Assignment. Neither this Agreement nor any rights or duties hereunder may be transferred, assigned, sublicensed or otherwise disposed of by Customer to a third party, by operation of law or otherwise, without Know Rare’s prior written consent. Know Rare may assign its interests to a parent or affiliate or in the event of sale or merger of its assets as long as the parent, affiliate or acquiring entity agrees to assume all of Know Rare’s duties and obligations under this Agreement.
15.9 Counterparts. This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which when executed shall be deemed to be an original, and all of which taken together shall constitute one and the same agreement (notwithstanding that all of the parties have not signed the same counterpart). Multiple copies of the signature pages of this Agreement may be added to or substituted into this Agreement so that a single copy bears all signatures. Signatures on this Agreement that are transmitted by email, telecopy or other electronic means shall be deemed to be the same as a manually executed counterpart for purposes of this Agreement. This Agreement shall become effective when one or more counterparts have been signed by each of the parties and delivered to each of the other parties in accordance with this Section.
15.10 Severability. If any non-material part or provision of this Agreement shall be determined to be invalid or unenforceable, the remaining portions of this Agreement, which can be separated from such invalid or unenforceable provisions, shall continue in full force and effect provided that after the elimination of such provision the parties continue to receive the material benefits of this Agreement.
15.11 Fair Meaning. This Agreement shall be construed according to its fair meaning and not more strictly against one party than another merely by virtue of the fact that this Agreement, or any part of it, may have been prepared by counsel for one of the parties.
15.12 Terminology. Unless the context clearly indicates otherwise, terms used in this Agreement in the masculine, feminine or the neuter include the others, terms used in the singular or the plural include the other and the terms “include,” “includes” and “including” (or similar terms) are intended to convey non-exclusivity, and are to be deemed followed by “without limitation,” “but not limited to” or words of similar import.
[End of Clinical Study Center Agreement]