Materials Transfer Agreement - Verily Viral Pathogen Testing Services – Verily Life Sciences LLC

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Confidential Verily CONFIDENTIAL_Inbound MTA MATERIALS TRANSFER AGREEMENT Verily Viral Pathogen Testing Services This Materials Transfer Agreement (this “Agreement”) is entered into by and between Verily Life Sciences LLC, a Delaware limited liability company located at 269 East Grand Ave., South San Francisco, CA 94080, on behalf of itself, its affiliates and subsidiaries (“Verily”), and [_________________], a [__________] located at [___________________] (“Sample Provider”), and is effective as of the date of the signature last signed below (“Effective Date”). Verily and Sample Provider are referred to herein individually as a “Party” and collectively as the “Parties.” Sample Provider and Verily are interested in Sample Provider sending Verily Materials (as defined in Section 1) in order for Verily to test the Materials for pathogens (the “Evaluation”). In consideration of the foregoing, and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Parties hereby agree as follows: 1. Evaluation; Payment. a. Promptly after the Effective Date and thereafter during the Term, Sample Provider will use reasonable efforts to provide either (i) two (2) 50 mL of solid wastewater samples or settled solid wastewater samples (“Solid Materials”) or (ii) two containers of 500 mL of liquid influent wastewater samples (each of (i) or (ii) (“Liquid Materials”). Either Solid Materials or Liquid Materials are “Materials” under this Agreement. Sample Provider will provide either Solid Materials or Liquid Materials to Verily three times a week, for the duration of the Term, and Verily will conduct the Evaluation. Verily will pay Sample Provider two hundred United States dollars ($200.00) per Solid Material or one hundred fifty United States dollars ($150.00) per Liquid Material, not to exceed the quantity or cadence set forth in this Section 1, and Verily will be responsible for providing all shipping supplies and prepaid shipping labels reasonably necessary for the Materials to be sent from Sample Provider’s facility to Verily. b. Subject to the terms of this Agreement, Sample Provider authorizes Verily to use the Materials to perform the Evaluation and report, disclose, and publish the Results as contemplated in this Agreement (the “Permitted Purpose”), and not for any other purpose. The Parties agree that after the initial Evaluation, the remaining Materials may be used for further Evaluation, for example if Verily desires to test for additional viral pathogens, provided that any use of the Materials will meet the definition of Evaluation, will remain consistent with the Permitted Purpose, and results of any future Evaluation will be Results under this Agreement. Verily may use subcontractors in performing the Evaluation. c. Sample Provider is solely responsible for the collection techniques used in collecting the Material, provided that Verily may provide reasonable feedback and suggestions on the collection techniques used by Sample Provider at Sample Provider’s request. d. Sample Provider will invoice Verily monthly in arrears by submitting an invoice, including the Site ID number and Site Name, for the previous month within ten (10) business days of the month end to pc-invoices@verily.com as a pdf or Microsoft Word document. 2. After completing the Evaluation for each set of Materials, Verily will provide the data and results arising from the Evaluation (the “Results”) by making the Results publicly available and sending details related to accessing such Results to Sample Provider. Verily will use reasonable efforts to provide the Results within forty eight (48) hours of Verily’s receipt of the Materials. The Parties agree that Verily may disclose the name of Sample Provider, the number of people served by the Sample Provider (which will be provided to Verily by Sample Provider), and the geographic location of Sample Provider’s sewershed when publishing or presenting the Results or otherwise making the Results publicly available. 3. The term of this Agreement will commence upon the Effective Date and, unless earlier terminated, will continue for a period of twelve (12) months (the “Initial Term”). After the Initial Term, the term of the Agreement will automatically renew for one additional twelve-month term unless either Party gives notice to the other Party of