This Advarra SSO Partner Program Agreement (this “Agreement”) is entered into by and between Advarra, Inc., an Ohio corporation with its principal place of business at 6100 Merriweather Drive, Suite 600, Columbia, MD 21044 USA (“Advarra”) and the “Partner” as defined in an Order Form referencing this Agreement. Partner agrees to the terms of this Agreement by executing an Order Form that references this Agreement. The Order Form signatory represents that they have full authority to bind the company and its Affiliates to the terms and conditions of this Agreement, in which case the term “Partner” shall refer to such entity and its Affiliates as defined below. If the signatory does not have such authority, or does not agree with the terms and conditions of this Agreement, such signatory must not accept the terms and conditions of this Agreement, shall not be able to participate in the Program described herein and shall have no rights of access or use of the Advarra SSO Capabilities (as defined below). Advarra reserves the right to refuse to enter into any Agreement and/or Order Form signed by a Partner, in its reasonable discretion. This Agreement is effective between Partner and Advarra as of the date of the last party’s acceptance of the applicable Order Form referencing this Agreement (the “Effective Date”). The parties agree as follows:
- Advarra SSO Partner Program. By execution of an Order Form Partner has elected to participate in the Advarra SSO Partner Program (the “Program”). Such Order Form shall indicate the annual fees payable to Advarra for Program participation. The benefits and requirements for participation in the Program are as set forth in the program description provided by Advarra (the “Program Description”), as may be amended from time to time by Advarra. Partner and Advarra may enter into additional addenda to this Agreement from time to time as part of the Program (each a “Partner Addendum” and collectively the “Partner Addenda”). All Partner Addenda will apply to and are expressly part of this Agreement.
- Program Fees. Program fees, as set forth in an Order Form, will be invoiced following execution of an Order Form and payment is due thirty (30) days from the date of invoice. Advarra shall have the right to suspend Partner’s participation in the program if payment is not received within sixty (60) days from the date of invoice. Unless otherwise specified, fees are nonrefundable.
- Term and Termination.
- 3.1. Term. This Agreement commences upon the Effective Date and, unless earlier terminated as set forth below, shall continue for so long as there is an active Order Form in place for the Program.
- 3.2. Right to Terminate. Either party may terminate this Agreement, without cause, upon ninety (90) days written notice from the other party. Either party may terminate this Agreement if the other party has materially breached this Agreement and such breach has not been cured (or, if the breach is not capable of being cured, discontinued with appropriate changes to ensure that it is not repeated) within thirty (30) days of written notice of breach from the other party. Either party may terminate this Agreement immediately if the other party terminates or suspends its business as a result of bankruptcy, insolvency or similar event.
- Integration With Advarra SSO. The Program is for Partners that wish to integrate their systems with Advarra SSO. This may be accomplished via Partner’s self-service access to Advarra SSO or by Advarra assisting with integration of the systems with Advarra SSO, as further described in the Advarra SSO documentation made available to Partner (the “Advarra SSO Capabilities”). Partner acknowledges that Partner will have no right to access and use the Advarra SSO Capabilities unless it has an active Advarra SSO Partner Program Agreement with Advarra. Advarra hereby grants Partner a limited, non-transferable, revocable, non-exclusive right to access and use the Advarra SSO Capabilities solely to integrate Partner systems with Advarra SSO subject always to any access or use obligations and/or restrictions set out in the Advarra SSO documentation made available to Partner. For the duration of Partner’s participation in the Program, support relating to use of and access to the Advarra SSO Capabilities will be provided by Advarra as more specifically set out in the Program Description. For the avoidance of doubt, Partner will be responsible for all technical issues regarding its application and its integration with Advarra SSO. Advarra may monitor, record, and use data and performance usage associated with the Advarra SSO Capabilities. Advarra may restrict or limit the amount of data returned by queries performed by an SSO integration in order to support application performance. Advarra may, in its sole discretion, suspend, throttle, or otherwise limit integration activity if Advarra believes in good faith that an integration poses a threat to the confidentiality, integrity, or availability of any Advarra or customer system, infrastructure, or data. In the event of termination without cause by either party or expiration of this Agreement, the ability to access and use the Advarra SSO Capabilities as set out in this Section 4 will continue until the one year anniversary of such termination or expiration (“Wind-Down Period”) during which time the terms of this Agreement will continue to apply notwithstanding such expiration or termination. For the avoidance of doubt, in the event of material breach by Partner, all access to and use of the Advarra SSO Capabilities shall immediately cease. Advarra may, in its discretion, provide limited support relating to use of the Advarra SSO Capabilities during the Wind-Down Period.
- Sandbox. If the Program tier identified in an Order Form includes access to a sandbox environment, then Advarra hereby grants Partner a limited, non-transferable, revocable, non-exclusive right to access and use the sandbox solely to test authentication of Advarra SSO with Partner’s systems subject always to any access or use obligations and/or restrictions set out in the Advarra SSO documentation made available to Partner.
- Partner Responsibilities. The parties agree:
- 6.1. Partner is responsible for all technical issues regarding its application and its integration with Advarra SSO, including testing and maintaining its integration with Advarra SSO. Advarra will provide reasonable notice to Partner of planned updates to the Advarra SSO Capabilities; provided that, for urgent updates, including to update security features, Advarra may provide notice after such update is made. Partner has 90 days from receipt of such notice to update its integration with Advarra SSO.
- 6.2. Partner will promptly notify Advarra at securitycentral@advarra.com if it becomes aware of a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, data via the Advarra SSO Capabilities, if it detects suspicious login/authentication behavior, or if it becomes aware of something that could impact the network performance and/or security of the Advarra SSO Capabilities.
- 6.3. Partner has implemented a security framework consistent with ISO 27001:2022, SOC 2, or NIST standards. If Partner has not achieved third party certification of a standard, then Partner represents and warrants it has implemented and maintains reasonable security procedures and practices sufficient to: (i) ensure the confidentiality, integrity, and availability of all information related to the Advarra SSO Capabilities; and (ii) protect against reasonably anticipated threats to the information related to the Advarra SSO Capabilities.
- 6.4. Partner will not decompile, disassemble, reverse engineer, copy, modify, display, adapt, disclose, distribute, or create derivative works of the Advarra SSO Capabilities or sandbox environment. Partner shall not use the Advarra SSO Capabilities in a way that would result in any third party having any intellectual property claim to any portion of the Advarra SSO Capabilities (e.g., combining the Advarra SSO Capabilities with code that requires disclosure of source code of the combined work upon distribution of the combined work). Partner will not provide any third party access to the Advarra SSO Capabilities or to the Program. Partner will only process information from the Advarra API for the purposes of integrating with Advarra SSO.
- 6.5. Partner will use current industry best practices to protect its infrastructure, systems and network devices. These controls must be selected and implemented to reduce the risk of infiltration, hacking, access penetration or exposure to any unauthorized third party by (a) providing protection against intrusions (including operating system or software); (b) securing systems and network devices; (c) safeguarding Partner’s system against viruses, worms, and malware; and (d) implementing appropriate patching processes.
- Other Advarra Partner Programs. This Agreement does not entitle Partner to any benefits or grant Partner any right to participate in Advarra’s other partner programs and does not enable Partner to deliver services to Advarra as a vendor or subcontractor.
- Proprietary Rights.
- 8.1. Definition of Intellectual Property. For purposes of this Agreement, “Intellectual Property” means any and all (by whatever name or term known or designated) tangible and intangible and now known or hereafter existing: (i) patents, trade secrets, confidential information, technology, trademarks, trade names, copyrights (including derivative works, as defined by the United States Copyright Act), know-how, designs, algorithms, drawings, discoveries, programming code (including source code), software, software development tools, inventions (whether or not patentable), products, proprietary methodologies, procedures, improvements, developments, system documentation, information, materials made, conceived, developed or produced; (ii) all grants and registrations worldwide in connection with the foregoing and all other rights with respect thereto existing other than pursuant to grant or registration; (iii) all applications for any such grant or registration, all rights of priority under international conventions to make such applications and the right to control their prosecution, and all amendments, continuations, divisions and continuations-in-part of such applications; (iv) and all corrections, reissues, patents of addition, extensions and renewals of any such grant, registration or right.
- 8.2. Ownership of Intellectual Property. Advarra owns and shall continue to own all right, title and interest in and to (i) all Intellectual Property that makes up Advarra’s commercially available software applications (including those provided via Advarra’s software-as-a-service, subscription offering), the Advarra SSO Capabilities, related documentation, and any modifications, enhancements, improvements, updates or new versions of such applications, (ii) all Intellectual Property owned or developed by Advarra prior to this Agreement, and (iii) all Intellectual Property acquired or developed by Advarra during this Agreement. Partner owns and shall continue to own all right, title and interest in and to (a) all Intellectual Property that makes up Partner’s commercially available software applications, related documentation, and any modifications, enhancements, improvements, updates or new versions of such applications, (b) all Intellectual Property owned or developed by Partner prior to this Agreement, and (c) all Intellectual Property acquired or developed by Partner during this Agreement. Notwithstanding the above, neither party may develop Intellectual Property in violation of Section 9 of this Agreement.
- 8.3. Suggestions. During the course of this Agreement, either party may suggest modifications, enhancements or improvements to the other party’s products or services (“Suggestions”). Each party hereby grants the other a worldwide, perpetual, fully paid-up, unlimited, transferable, irrevocable, sub-licensable, non-exclusive right and license to use, display, perform, reproduce, modify and distribute such Suggestions, including by incorporating such Suggestions in the receiving party’s products or services.
- 8.4. Trademarks and Trade Names. Each party acknowledges and agrees that (i) Partner owns all right, title and interest in and to the trademarks, trade names, service marks, trade dress, logos and other indicia of source (“Marks”) of Partner, and all Intellectual Property rights therein and (ii) Advarra owns all right, title and interest in and to the Advarra Marks, and all Intellectual Property rights therein. Any benefit and goodwill accruing from the usage of such names and logos shall belong to the owner. Except as set out in this Agreement or otherwise expressly agreed between the parties in writing, the parties will have no rights to use the name and logo of the other party and neither party grants title, right or interest in any Marks to the other party under this Agreement. Each party may use the other party’s Marks in web and press materials to indicate that Partner’s systems have the capability to integrate to Advarra SSO; provided always that Partner’s use of Advarra Marks is limited to use of the “Advarra SSO Partner” badge only and each use case is subject always to Advarra’s prior written approval. Either party shall immediately change or discontinue any use of the other’s Marks as requested by the other party. Upon termination or expiration of this Agreement, each party shall discontinue all use of the other party’s Marks.
- 8.5. No Other Licenses. Except as explicitly set forth in this Agreement, neither party grants any other license or right, by implication or otherwise.
- Confidentiality
- 9.1. Definition of Confidential Information. For purposes of this Agreement, “Confidential Information” means information specifically designated as confidential or that would be understood to be confidential or proprietary by a reasonable person, including, without limitation, the features and functions of either party’s commercial software products that are not ascertainable by the general public without login credentials, future product plans or roadmaps, product documentation or specifications, financial results or plans, technology or Intellectual Property underlying a party’s products or services, pricing, commercial arrangements with customers (including customer-specific pricing and products/services purchased), the terms of this Agreement (including pricing), other customer specific information, personally identifiable information, and employee data.
- 9.2. Confidentiality Obligations. Each party agrees: (i) that it will use (and will ensure that its employees, officers, directors, agents, affiliates or other representatives use) reasonable efforts (which shall be no less than the efforts used to protect its own confidential information of a similar nature) to prevent the disclosure of the other party’s Confidential Information to any person or entity, unless authorized by the other party; and (ii) that it will not use Confidential Information of the other party for any purpose other than as authorized by this Agreement or by the other party in writing. Both parties may share Confidential Information with employees, consultants and agents of the recipient who need to know such information in connection with the recipient’s performance of its obligations under this Agreement and are in turn bound by a written confidentiality agreement or duty of confidentiality, at least as protective of the disclosing party’s confidential information as the terms of this Agreement, to maintain the confidentiality obligations hereunder. Each party is responsible for any breach of this section by its employees, consultants or agents. All Confidential Information shall remain the sole property of the disclosing party and the recipient shall have no rights to or in the Confidential Information other than as set forth in this Agreement.
- 9.3. Exclusions. “Confidential Information” does not include: (i) information that is already known by the receiving party at the time of the disclosure except where such information is protected under separate, written obligations of confidentiality, including the terms of a stand-alone, non-disclosure agreement, between the parties hereto; (ii) information that is publicly known at the time of the disclosure or becomes publicly known through no wrongful act of the receiving party; (iii) information that is subsequently disclosed on a non-confidential basis by a third party not having a confidential relationship with the disclosing party and which third party rightfully acquired such information; (iv) information that is independently developed by the receiving party without the use of or reference to any Confidential Information; or (v) the mere existence of this Agreement.
- 9.4. Required Disclosure. Notwithstanding the foregoing, it shall not be a breach of this Agreement to disclose Confidential Information required to be disclosed pursuant to administrative or court order, government or regulatory investigation or requirement, or arbitration or litigation arising out of this Agreement; provided, however, that to the extent legally permissible, each party shall, in advance of any such disclosure promptly notify the other party in order to enable the other party reasonable time to seek a protective order with respect to the requested information or otherwise challenge or oppose the disclosure requirement.
- 9.5. Return of Confidential Information. Each party shall, upon written demand by the other party, destroy all Confidential Information of the other party together with any copies or reproductions thereof, and all Confidential Information of the disclosing party backed up on magnetic and electronic media does not need to be destroyed immediately but will not be accessed by the receiving party and will be deleted pursuant to the corporate policies of the receiving party for the destruction of magnetic and electronic media. At the disclosing party’s option, the recipient will provide written certification from an executive officer of the recipient confirming the recipient’s compliance with this clause, method of such data destruction, and the date completed.
- 9.6. Competitive Development. Neither party, nor any employee of any party, shall be restricted in any way by this Agreement from developing, acquiring or marketing products or services that are the same or substantially similar to the products or services offered by the other party; provided that the other party’s Confidential Information was not used to develop such similar products or services.
- Warranty and Disclaimer.
- 10.1. Each party represents and warrants to the other that: (i) it has the right to enter into this Agreement and to fully perform its obligations hereunder; and (ii)it has implemented and maintains reasonable organizational, administrative, physical and technical safeguards for the protection, security, confidentiality and integrity of personal data and other sensitive data that may reside in its applications, and to protect against unauthorized access to or alteration, disclosure, destruction or loss of personal data or other sensitive data.
- 10.2. WARRANTY DISCLAIMER. THE ADVARRA SSO CAPABILITIES AND PROGRAM DESCRIPTION ARE PROVIDED AS-IS. EXCEPT AS EXPLICITLY SET FORTH IN THIS AGREEMENT OR TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, THE PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE. ADVARRA DOES NOT GUARANTEE OR WARRANT THAT THE ADVARRA SSO CAPABILITIES WILL PERFORM ERROR-FREE OR UNINTERRUPTED.
- Indemnification.
- 11.1. Indemnities. Each party (the “Indemnifying Party”) shall indemnify, defend, and hold the other party and, its employees, officers, directors, agents, affiliates or other representatives (the “Indemnified Party”) harmless from and against any and all damage, loss, liability, claim, cost or expense (including, without limitation, reasonable attorney’s fees) incurred in connection with or as a result of any third party claim arising from or alleging: (i) that the Indemnifying Party’s products, services, promotional material and/or other materials infringe any patent, copyright, trademark, trade secret or proprietary right of any third party; or (ii) the gross negligence or intentional misconduct of the Indemnifying Party, its employees, officers, agents, affiliates or other representatives; or (iii) failure of the Indemnifying Party’s products, services, employees, agents or representatives to comply with laws, rules or regulations for which the Indemnifying Party was responsible for compliance; or (iv) the misuse (including without limitation for the purposes of identity theft or other criminal acts) or unauthorized access to personally identifiable information or customer proprietary information by an employee, officer, agent, affiliate or other representative of the Indemnifying Party. The foregoing obligations will not apply to the extent the infringement arises as a result of any use of the Indemnifying Party’s products in combination with other products, equipment, devices, software, systems or data not supplied by the Indemnifying Party (other than technology required to access and use the Indemnifying Party’s products, e.g., a computer, an operating system, the internet) to the extent such claim is directed solely against such combination.
- 11.2. Options. In the event any infringement claim, action or allegation is brought or threatened, the Indemnifying Party shall at its sole expense (1) procure for the Indemnified Party the right to continue use of the infringing item or part thereof, or (2) modify or amend the infringing item or part thereof, or replace the infringing item or part thereof with other products having substantially the same or better capabilities. In the event of an infringement action directed at the combination of the products or services of the parties, the parties shall work in good faith and cooperatively, each at its own expense, to cure the infringement and defend against the claim, and if cure is not commercially practicable, either party may disable the infringing combination and terminate the Agreement without further liability to the other party.
- 11.3. Procedures. The Indemnifying Party will have the exclusive right to defend any indemnified claim (including the right to select and control the work of counsel) and make settlements thereof at its own discretion. The Indemnified Party may not settle or compromise any indemnified claim, action or allegation, except with prior written consent of the Indemnifying Party. The Indemnifying Party may not, without the Indemnified Party’s prior written approval, enter into any settlement of an indemnified claim that imposes a direct financial liability on the Indemnified Party or includes an admission of fault by the Indemnified Party. The Indemnified Party shall give such non-monetary assistance and information as the Indemnifying Party may reasonably request to settle or defend indemnified claims.
- Limitation of Liability.
In no event will either party be liable for any indirect, Incidental, consequential, special, punitive, or exemplary damages OR any loss of revenue, PROFITS, data or data use arising out of this Agreement. A party’s maximum liability TO THE OTHER in connection with this agreement, on the basis of any theory of liability or cause of action, shall be limited to The amount paid to ADVARRA in the twelve months preceding the imposition of liability. THE EXCLUSIONS AND LIMITATIONS OF THIS SECTION DO NOT APPLY (a) TO the extent prohibited by applicable law, OR (B) to the indemnity obligations set forth in section 4, or (C) to claims arising from either party’s breach of section 7 (CONFIDENTIALITY), or (D) to claims arising as a result of infringement or misappropriation by one party of the other party’s intellectual property. - Additional Provisions.
- 13.1. Governing Law. This contract shall be interpreted and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws provisions.
- 13.2. Assignment. This Agreement will be binding upon the parties and their respective successors and assigns. Neither party may transfer or assign this Agreement without the written consent of the other, except (i) to a successor in interest following a merger or other change of control; provided that if such successor in interest is a competitor of the non-assigning party, the non-assigning party may terminate this Agreement with immediate effect, or (ii) to an Affiliate upon receipt of thirty (30) days’ notice from the assigning party. For purposes of this Section, an “Affiliate” means any entity Controlled by, Controlling, or under common Control with a party to this Agreement and “Control” means either the direct or indirect control of more than 50% of the shares or other equity interests of the subject entity entitled to vote in the election of directors (or, in the case of an entity that is not a corporation, for the election or appointment of the corresponding managing authority). In the event an Affiliate to which the Agreement is assigned fails to meet its obligations under the Agreement, the assigning party shall remain liable for such obligations.
- 13.3. Taxes. All fees and other charges payable by Partner to Advarra under this Agreement are stated exclusive of all federal, state, local and foreign taxes, levies and assessments of any nature (including value-added, use or withholding taxes). Partner agrees to bear and be responsible for the payment of all such taxes, levies and assessments imposed on Partner or Advarra arising out of this Agreement, excluding any tax based on Advarra’s net income. If Partner is required by any applicable law to deduct or withhold amounts otherwise payable to Advarra hereunder, Partner will pay the required amount to the relevant governmental authority and pay to Advarra, in addition to the payment to which Advarra is otherwise entitled under this Agreement, such additional amount as is necessary to ensure that the net amount actually received by Advarra free and clear of all taxes equals the full amount Advarra would have received had no such deduction or withholding been required.
- 13.4. Notices. Notices given in connection with this Agreement must be in writing and personally delivered or sent by messenger, overnight courier, email, or certified mail at the address specified in the most recent Order Form or invoice, to the attention of the person(s) listed therein. All notices will be deemed delivered and received by the receiving party (i) if personally delivered or delivered by messenger, on the date of delivery or on the date delivery was refused, (ii) if delivered by overnight courier or certified mail, on the date of delivery as established by the return receipt, courier service confirmation, or similar documentation (or the date on which the courier or postal service, as applicable, confirms that acceptance of delivery was refused or undeliverable), or (iii) if emailed, the date on which the email is confirmed through an acknowledgment of receipt by either the intended recipient or other third-party confirmation of delivery service (with an automatic “read receipt” not constituting receipt of an email).
- 13.5. Survival. The following sections survive any termination or expiration of this Agreement: 4 (Integration with Advarra SSO) as to the Wind-Down Period, 8 (Property Rights), 9 (Confidentiality), 10.2 (Warranty Disclaimer), 11 (Indemnification), 12 (Limitation of Liability), and 17 (Additional Provisions).
- 13.6. Security Testing/Ethical Hack. Neither party shall perform any technical security integrity test, penetration test, load test, denial-of-service simulation, vulnerability scan or other similar procedures on any of the other party’s systems or computing infrastructure without the other party’s prior written consent.
- 13.7. Audit. Advarra may, at its expense and upon reasonable notice, conduct an audit of Partner to verify compliance with this Agreement.
- 13.8. Waiver. No waiver of any right under this Agreement shall be deemed effective unless contained in writing signed by a duly authorized representative of the party against which the waiver is sought to be enforced, and no waiver of any past or present right arising from any breach or failure to perform shall be deemed to be a waiver of any future right arising under this Agreement.
- 13.9. Severability. If any provision, or portion thereof, of this Agreement is or becomes invalid or unenforceable under any applicable statue or rule of law, it shall be construed, limited, modified or, if necessary, severed, to the extent necessary, to eliminate its invalidity or unenforceability while maintaining the original intent of the parties to the extent valid and enforceable, and the other provisions of this Agreement shall remain in full force and effect.
- 13.10. Force Majeure. If by reason of labor disputes, strikes, lockouts, riots, war, inability to obtain labor or materials, earthquake, fire or other action of the elements, accidents, internet outages, governmental restrictions, appropriation or other causes beyond the reasonable control of a party hereto, either party is unable to perform in whole or in part its obligations as set forth in this Agreement, then such party shall be relieved of those obligations to the extent it is so unable to perform and such inability to perform shall not make such party liable to the other party provided that the affected party shall make commercially reasonable efforts to resume performance as soon as practicable. Subject to the foregoing, neither party shall be liable for any loss, injury, delay or damages suffered or incurred by the other party due to the above causes.
- 13.11. Headings. The section and paragraph headings used in this Agreement are inserted for convenience only and will not affect the meaning or interpretation of this Agreement.
- 13.12. Relationship of the Parties; Independent Contractor. Advarra and Partner are independent contractors. Neither party has the authority to bind or make any commitments or representations on behalf of the other party or with respect to the other party’s products or services. Neither party is a reseller or distributor of licensed products or services for the other. During the term of this Agreement, should the terms “affiliate”, “marketing affiliate”, “partner”, “partnership” or similar designation be used to describe the relationship between the parties, each shall use reasonable efforts to make clear to third parties that these terms refer only to the spirit of cooperation which exists between the parties and neither describe nor either expressly or implicitly create a legal partnership, business association, or any responsibility by one party for, with or to the other party. None of either party’s employees are entitled to any employment rights or benefits of the other party. Each party acknowledges and agrees that: (i) neither Partner nor Advarra will have responsibility to provide each other’s assigned employees insurance, vacation, or other fringe benefits normally associated with employee status, including, but not limited to participation in any welfare benefit plan sponsored by Partner or Advarra for the benefit of its employees; (ii) neither Partner nor Advarra will hold itself or its staff out as nor claim to be an officer, partner, joint venture, employee or agent of the other party; (iii) each party will be responsible for reporting, withholding and payment of all income, unemployment, FICA or similar taxes for itself and its staff. Except as expressly provided herein, each party shall bear its own costs and expenses incurred in performing its obligations under this Agreement.
- 13.13. No Third Party Beneficiaries. No provisions of this Agreement are intended or shall be construed to confer upon or give to any person or entity other than Advarra and Partner (and any of their permitted assignees hereunder) any rights, remedies or other benefits under or by reason of this Agreement.
- 13.14. Entire Agreement. This Agreement and the documents and schedules referenced herein set forth the entire understanding and agreement between Partner and Advarra and supersedes all prior or contemporaneous agreements, proposals or communications, oral or written, between the parties relating to the subject matter of the Agreement (including prior agreements regarding marketing, sales referrals and sales support). No modification of this Agreement shall be binding unless it is in writing and is signed by authorized representatives of both parties.