1. General
iXCells Biotechnologies USA, Inc. (“iXCells”) is providing custom or contract research services for life science research purposes. This Standard Service Agreement and any schedule(s), attachment(s) and exhibit(s) agreed and executed by iXCells and service purchaser (“Service Agreement”) shall govern the provision of all custom/contract research services (“Services”) by iXCells to service purchaser. Service purchaser is hereby referred to as “Client.” iXCells and Client are hereby collectively referred to as “Parties.”
2. Service Agreement
Unless acknowledged and signed by iXCells in writing, any additions or alterations by Client shall not bind iXCells. iXCells’ failure to object to any amendments, alterations, additions or proposals contained in any work order or other form or document from Client shall not be construed as a waiver of the Service Agreement nor an acceptance of any such amendments, alterations, additions or proposals.
3. Scope of Work
iXCells shall provide a scope of work to Client which shall specify details of the work, design, information desired, data and materials to be provided by Client, project milestones and payment schedule (as applicable), completion time, requirements for periodic reports or updates, key project contacts, and all other matters relating to the completion of the Service Agreement (collectively, the “Scope”). Acceptance occurs upon the execution and acknowledgement of the Scope by the parties in writing.
4. Service Project Initiation Fee
To commence fulfilling your Service Agreement, iXCells will commit resources, assign a project manager, and procure the required materials. Your Service Agreement may therefore include a project initiation fee in the form of an up-front deposit amount which, upon confirmation and approval of your Scope is non-refundable regardless of whether the project is cancelled or terminated.
5. Changes to Scope of Services
Changes to the Scope or Services must be agreed upon and authorized by representatives of iXCells and Client in writing. If such changes result in an increase in the cost and/or labor of the Services or affect the projected date of completion of Services (or portions thereof), the compensation for the Services and/or completion date(s) shall be adjusted to a degree commensurate with such changes agreed upon by iXCells and Client in writing. iXCells has the right to terminate the Service Agreement without any liability to Client if no agreement can be reached regarding the changes and adjustment of compensation and costs by iXCells and Client in writing.
6. Compensation and Payments
The Client shall pay iXCells for Services within thirty (30) days from the invoice date. Invoices will be sent to Client based upon percentage of work completed for each milestone, completion of a milestone, and/or delivery of the applicable Deliverable(s) to Client, as defined in each Scope and/or service quotation. If Client defaults in any payment when due, iXCells, at its option and without prejudice to its other lawful remedies, may delay performance, defer delivery, charge higher interest rate to the maximum amount allowed by law on undisputed amounts owed, and/or terminate the Service Agreement. All payments due hereunder shall be made in the currency specified by iXCells in writing in the Invoice.
7. Taxes and Other Charges
Unless Parties agree in writing, Client will be responsible for any use tax, sales tax, excise tax, custom duty, inspection or testing fee, or any other taxes, fees, duties or charges imposed by any governmental authority, relating to or measured by the transaction, in addition to the prices quoted or invoiced in the Service Agreement. If iXCells is required to pay any such taxes, custom duties, fees or charges, Client shall reimburse iXCells thereof or provide iXCells an exemption certificate or other document acceptable to the authority imposing the taxes, duties, fees, or charges at the time the order is placed.
8. Materials and Information. Client will provide iXCells with sufficient amount of information and materials such as tissue, cells, compounds, samples, or other substances needed to complete the Services (“Client Materials”), as well as comprehensive data or information concerning the stability, storage and safety requirements of such Client Materials needed by iXCells to complete the Services. Unless otherwise requested by Client in writing, upon completion, termination, or cancellation of the Service Agreement, Client agrees that any remaining Client Materials may be used by iXCells for research and/or commercial purposes with no further obligations to Client, or destroyed by iXCells in its sole discretion. iXCells will not transfer or provide Client Materials, in whole or in part, to any third party, other than a subcontractor, without the Client’s prior written approval.
9. Work Product
Client shall be the exclusive owner of and shall be entitled to information, raw data, specimens or other work product supplied by Client and/or generated by iXCells as a direct result of execution of the Services (“Work Product”). iXCells’ method(s) or process (es) used in the execution of Services, laboratory notebooks or Jun 12-2025 other records maintained with respect to the Services will be owned by iXCells. Upon completion of the Services, iXCells will archive the Work Product for a period of one (1) year. The Work Product will be disposed and destroyed one (1) year after the completion of Services. All products manufactured and sold by iXCells are for laboratory and animal research purposes only. The products must NOT be used on humans, for consumption, therapeutic or diagnostic purposes, or for any unlawful use.
10. Confidentiality
iXCells will treat all data as proprietary and confidential and will not disclose the same to any person except for iXCells’ employees, consultants, and subcontractors to whom it is necessary to disclose the data for purposes of providing the Services. If the disclosure is requested in any legal proceedings, iXCells will notify Client promptly prior to any disclosure to permit Client to oppose such disclosure by appropriate action. Client agrees to reimburse out-of-pocket costs and reasonable attorney’s fees if iXCells is obligated to testify or produce documents in any legal or administrative proceedings regarding the Services.
11. Limited Warranty, Breach and Remedy
The Service Agreement is a contract for Services only. iXCells’ sole warranty with respect to the Services is that iXCells will perform the Services in accordance with the standard of performance set forth above. Client shall notify iXCells in writing of any claim for a breach of such warranty within one (1) month after delivery by iXCells of the final Deliverable relating to such Services. The sole remedy to Client for breach of such warranty shall be to require iXCells to re-perform the Services.
12. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL iXCELLS (OR ITS SUBSIDIARIES, AFFILIATES, SUBCONTRACTORS, OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS) BE LIABLE UNDER ANY LEGAL THEORY AS A RESULT OF iXCELLS’ PERFORMANCE OF THE SERVICES FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, LOSS OF CUSTOMERS, CLIENT OR GOODWILL.
13. Limited Use Licenses
iXCells maintains limited user licenses regarding iPSC reprogramming and gene editing technologies used to develop and manufacture cell products and provide related Services for research purposes. It is Client’s responsibility to determine whether the cell products and/or Services delivered by iXCells requires additional license rights from licensors regarding Client’s intended commercial application(s). See User Notice published at http://www.ixcellsbiotech.com.
14. Indemnification
Client shall indemnify and hold harmless iXCells, its subsidiaries and affiliates, and their respective officers, directors, employees, and agents from and against any and all expenses, damages, costs, judgments, losses and expenses (including attorney’s fees) (a) arising from or in connection with the products or Services delivered; (b) resulting from Client’s breach of Service Agreement; and/or (c) arising from the negligence, recklessness or misconduct of Client, its affiliates, or their respective officers, employees, partners, or subcontractors.
15. Termination
iXCells may terminate the Service Agreement in the event that Client breaches or fails to comply with any terms of the Service Agreement and fails to remedy the breach or failure to the satisfaction of iXCells within fifteen (15) days of receiving written notice where the breach or failure is capable of being remedied. Notwithstanding the foregoing, any deposit amount made by Client on the Service Agreement as a Project Initiation Fee is strictly non-refundable, as described under section 4.
16. Cancellation
Either party may cancel Services in progress, provided however that; (a) Such cancellation notice shall be made to a party in writing with reference to the applicable sales order number; (b) Cancellation of Services by Client will result in a partial charge (invoice) by iXCells commensurate with percentage of work completed up to the time of cancellation in addition to any approved expenses beyond recall at the time of cancellation plus any other actual costs and charges incurred by iXCells due to the cancellation; (c) iXCells may in its sole discretion, cancel Services in progress due to scientific challenges which no longer make the project feasible in which case Client shall be invoiced by iXCells commensurate with percentage of work completed up to the time of cancellation. Notwithstanding the foregoing, any deposit amount made by Client as a Project Initiation Fee is strictly non-refundable, as described under section 4.
17. Force Majeure
Except with respect to the obligation to make payment, neither iXCells nor Client shall be responsible for failure or delay in performance of its obligations related to the Services due to causes beyond its reasonable control, including but not limited to, acts of God, governmental actions, fire, labor difficulty, shortages, civil disturbances, pandemic, transportation problems, interruptions of power or natural disasters.
Jun 12-2025
18. Additional Notes for Customer Services
iXCells provides clients with free consulting services including, but not limited to, method development, project design and help with the choice of service packages. Client shall acknowledge and agree that these additional services are provided free of charge and for informational purposes only. Client acknowledges that iXCells does not warrant or represent the accuracy or applicability of suggestions provided by iXCells customer service representatives as part of free consulting services. Client agrees that it remains Client’s responsibility to evaluate such suggestions and assumes all risks before adopting them. Finally, by placing an order with iXCells, Client will be deemed to have read, understood, and agreed to the above Service Agreement.
*** iXCells Terms & Conditions shall apply to your order unless otherwise agreed to in writing. ***