Greenlight Guru – CRO Direct Purchase Terms
These Direct Purchase Terms (this “Agreement”) outline the terms of the business relationship between PARTNER and Greenlight Guru (“GG”) whereas PARTNER desires to allocated pre-purchased licenses for the GG Systems to its Users for Accepted Projects. PARTNER’s license purchase, access and use of the GG Systems (or “Greenlight Guru Clinical” solution formerly named SMART-TRIAL) and is subject to full acceptance of the provisions set forth in this Agreement. Now, therefore, in consideration of the mutual promises made in this Agreement, the parties agree as follows:
1. Definitions. As used in this Agreement, the following capitalized terms shall be defined as follows:
a. “Accepted Project" means a Registered Project that is accepted by GG during the Term.
b. “Covered Agreements” means the SMART-TRIAL Online Service Terms & Conditions (EU Version OR US Version) and the SMART-TRIAL Terms of Use (https://www.smart-
trial.com/legal/terms-of-use).
e. “Order Form” means the order form document that is executed by both parties and is subject to, governed by, and incorporates by reference, this Agreement.
f. “Registered Project” means a potential project that was registered with GG by PARTNER during the Term, via the web-based lead registration mechanism provided by GG.
g. “Term” has the meaning set forth in Section 2 below.
h. “GG Systems” means a subscription-based technology solution marketed and licensed by GG for the management of clinical data, quality processes, product development and related services.
i. "User” means an employee or independent contractor of the PARTNER, and has been allocated a license by PARTNER, and authorized to use the GG Systems.
2. Term/Termination. The “Term” of this Agreement will be for an initial 2-year period commencing on the effective date of this Agreement, and subject to automatic renewals for a series of additional 1-year renewal periods. At any time after the initial 2-year period either party may terminate the Term on not less than 60 days prior written notice to the other party. The term of an Order Form will be provided in the Order Form. Termination or extirpation of an Order Form shall not terminate this Agreement unless mutually agreed upon by the parties. Upon the termination or expiration of the Term of this Agreement, neither party will have any further obligations to the other. Either party may terminate this Agreement by providing written notice to the other party where: (a) either party materially breaches any material provision of this Agreement and either the breach cannot be cured or, if the breach can be cured, it is not cured by the party within thirty (30) days after receipt of written notice of breach; (b) if either party becomes insolvent or files, or has filed against it, a petition for voluntary or involuntary bankruptcy or under any other insolvency law and such petition or proceeding is not dismissed within ninety (90) days, (c) either party makes or seeks to make a general assignment for the benefit of its creditors or applies for, or consents to, the appointment of a trustee, receiver or custodian for a substantial part of its property, or (d) either party is generally unable to pay its debts as they become due.
3. The Relationship. During the Term, PARTNER will collaborate with GG, in a non-exclusive relationship, to market and promote the GG Systems in conjunction with PARTNER’s related offerings to prospects and customers. Partner shall register with GG those projects that it intends to include the GG Systems. PARTNER shall engage directly with GG in the procurement of licenses for GG Systems for Accepted Projects, and allocate such licenses to Users for the Accepted Projects (the “Direct Purchase Method”). Each party will appoint a relationship manager to serve as its primary contact for the relationship. GG may in its sole discretion sell the GG Systems to any other person or entity, including resellers, retailers and other end users.
As it relates to the Direct Purchase Method, subject to the terms and conditions of this Agreement, GG hereby appoints PARTNER, and PARTNER hereby accepts such appointment solely in these cases, to be a GG independent, non-exclusive, Partner of the GG Systems to allocate pre-purchased licenses to Users that are for Accepted Projects during the term of this Agreement. Other than as expressly contemplated herein, PARTNER shall not be entitled to sublicense or re-sell any of its rights under this Agreement or any Covered Agreement, and for the avoidance of doubt, without limitation, may not appoint resellers, distributors, channels or any other third party with respect to this Agreement or the relationship with GG. The GG System is solely licensed in the amount and scope as set forth in an applicable Order Form executed with GG. PARTNER may provide its own products and/or services to prospects and customers, but may not resell, unless an the Order Form otherwise expressly states, any services including without limitation, any support, maintenance or professional services directly related to the GG Systems, or enter into any applicable agreement(s) with the User, directly or indirectly. PARTNER will at all times remain responsible and liable for the actions of any User(s) licensed by PARTNER hereunder.
a. PARTNER Obligations. During the Term, PARTNER will:
i. Market and promote the GG Systems to Users for Approved Projects, as appropriate, using only information and material authorized by GG for such use;
ii. Conduct any necessary sales lead generation, prospect qualification, proposal/bidding and validation of PARTNER’s own potential sales opportunities;
iii. Register potential projects as Registered Projects, via the web-based lead registration mechanism or other mechanism as determined by GG;
iv. During the Term, maintain client-facing staff trained by GG to carry out PARTNER’s obligations as described in above.
b. GG Obligations. During the Term, GG will:
i. Educate and train PARTNER’s staff on how to allocate the pre-purchased licenses for the GG Systems as provided in this Agreement;
ii. Provide a web-based mechanism or other mechanism for PARTNER to register potential projects with GG; and
iii. Review Registered Projects and decide in its sole discretion whether to accept or reject each such Registered Project as an “Accepted Project”, with the understanding that (A) GG will use good faith efforts to communicate its decision to PARTNER with respect to each Registered Project within 5 business days following the date of registration; and (B) if GG fails to communicate its decision to PARTNER within such 5 business day period in any instance, then the applicable Registered Project will require resubmission by PARTNER.
4. Subscription Pricing and Discounting on GG Systems.
All subscription costs and related purchasing discussions/interactions as part of the Direct Purchase Method shall remain between PARTNER and GG. All sales, pricing, negotiations with any prospects or customers related to Accepted Projects shall remain between PARTNER and those prospects or customers.
5. Prohibited Acts. Notwithstanding anything to the contrary in this Agreement, neither PARTNER or its employees or agents shall: (a) make any representations, warranties, guarantees, indemnities, similar claims or other commitments: (i) actually, apparently or ostensibly on behalf of GG, or (ii) to any potential customer or end user regarding the GG Systems, which representations, warranties, guarantees, indemnities, similar claims or other commitments are additional to or inconsistent with this Agreement; or (b) engage in any unfair, competitive, misleading or deceptive practices respecting GG, GG’s intellectual property rights or the GG Systems, including any product disparagement or “bait-and-switch” practices.
6. Ownership. Subject to the express rights and licenses granted by GG in this Agreement, PARTNER acknowledges and agrees that: (a) any and all of GG’s intellectual property rights are the sole and exclusive property of GG or its licensors; (b) PARTNER shall not acquire any ownership interest in any of GG’S intellectual property rights under this Agreement; and (c) PARTNER shall use GG’S intellectual property rights solely for the purposes of performing its obligations under this Agreement and only in accordance with this Agreement and the instructions of GG.
7. End User Provisioning. All provisioning requests for the GG Systems shall occur pursuant a provision request process provided by GG, and any User provisioning must align with the licensing and use details provided in an Order Form.
8. Disclaimer of Warranties. EXCEPT AS PROVIDED IN THE COVERED AGREEMENTS, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE GG SYSTEMS IS PROVIDED ON AN “AS IS" AND "AS AVAILABLE” BASIS, WITH ALL FAULTS.
9. Indemnification. The parties shall indemnify and defend (the “Indemnifying Party”) the other party (the “Indemnified Party”), and its officers, employees, and agents, at the Indemnifying Party’s own expense, against any suit or proceeding brought against the Indemnified Party by a third party arising from or related to: (a) the Indemnifying Party’s violation of any applicable law; or (b) the Indemnifying Party’s gross negligence or willful misconduct; (c) PARTNER’S or Users’ use of the GG Systems in a manner not authorized by this Agreement.
10. Additional Terms. This Agreement is a part of the GG Partner Program. The GG Partner Program includes additional details, rules and other terms, as set forth on the GG website and in any documentation provided to PARTNER, all of which may be modified from time to time in GG’s sole discretion.
11. Independent Contractor. Nothing in this Agreement creates any agency, joint venture, Partnership or other form of joint enterprise, employment or fiduciary relationship between the parties or an employee/employer relationship. PARTNER is an independent contractor under this Agreement.
12. Governing Law, Jurisdiction and Venue. The parties agree that this Agreement shall be governed by the law of the state of Indiana, without regard to its conflicts of law provisions. For all disputes relating to this Agreement, each party submits to the exclusive jurisdiction of, and exclusive venue in, the state and federal courts located in Marion County, Indiana, and waives any jurisdictional, venue or inconvenient forum objections to such courts.
13. Severability; Entire Agreement; Amendment. If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, the invalidity, illegality or unenforceability does not affect any other term or provision of this Agreement or invalidate or render unenforceable the term or provision in any other jurisdiction. On a determination that any term or provision is invalid, illegal or unenforceable, the court may modify this Agreement to effect the Parties’ original intent as closely as possible in order that the Transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible. This Agreement (including all hyperlinked documents referenced herein) contains the entire understanding of the parties with respect to the subject matter described above, and supersedes all prior agreements and understandings between the parties hereto. No amendment or modification to this Agreement will be effective unless it is in writing and signed by both parties. To the extent the terms of this Agreement conflict with the Covered Agreements, the terms of this Agreement shall prevail.
14. Counterparts; Electronic Signatures. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purpose.
