LABQMS SOFTWARE LICENSE AND SERVICE AGREEMENT

This Software License and Service Agreement ("Agreement") is entered into as of June 04, 2026 ("Effective Date") by and between:

LabNexis LLC, a limited liability company organized under the laws of the State of North Carolina, with its principal place of business at Raleigh, North Carolina ("LabNexis"),

and

Client Name: [Client Name to be completed], with its principal place of business at [Client Address to be completed] ("Client").

LabNexis and Client may be referred to individually as a "Party" and collectively as the "Parties."

1. PURPOSE

LabNexis has developed and owns the LabQMS software platform ("Software"), a laboratory quality management system designed to support quality management, document control, training management, CAPA management, audit management, equipment management, and other laboratory compliance functions.

Client desires to obtain access to and use the Software under the terms and conditions set forth herein.

2. LICENSE GRANT

Subject to the terms of this Agreement and payment of all applicable fees, LabNexis grants Client a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Software solely for Client's internal business operations.

Client shall not:

• Copy, modify, reverse engineer, decompile, or disassemble the Software.
• Sell, lease, sublicense, distribute, or otherwise transfer the Software to any third party.
• Remove or alter any proprietary notices contained within the Software.
• Use the Software for any unlawful purpose.

All rights not expressly granted herein are reserved by LabNexis.

3. TERM

This Agreement shall commence on the Effective Date and remain in effect for an initial term of one (1) year unless otherwise specified.

Thereafter, the Agreement shall automatically renew for successive one-year terms unless either Party provides written notice of non-renewal at least thirty (30) days before the expiration of the current term.

4. FEES AND PAYMENT

Software Subscription Fee

Client shall pay LabNexis the following fees according to the selected membership plan during checkout:

• Annual Subscription Fee (as selected)
• Additional User Fees (if applicable)
• Professional Services Fees (if applicable)

Invoices are due within thirty (30) days of receipt. Late payments may incur interest at the lesser of 1.5% per month or the maximum rate permitted by law.

5. IMPLEMENTATION AND TRAINING

LabNexis shall provide:

• Initial software configuration and deployment.
• User onboarding and training.
• Reasonable technical support during normal business hours.
• Software updates and maintenance during the subscription term.

Additional customization, consulting, validation support, or training requested by Client may be billed separately.

6. CLIENT RESPONSIBILITIES

Client shall:

• Provide accurate information necessary for implementation.
• Designate a primary system administrator.
• Maintain appropriate internet connectivity and computing infrastructure.
• Ensure that all users comply with this Agreement.
• Maintain backup copies of any Client-generated records exported from the Software.

7. DATA OWNERSHIP

All data entered into the Software by Client ("Client Data") remains the property of Client.

LabNexis shall not sell, disclose, or use Client Data except:

• To provide the services under this Agreement;
• As required by law;
• With Client's prior written consent.

Upon termination of this Agreement, Client may request a copy of its Client Data within thirty (30) days.

8. CONFIDENTIALITY

Each Party agrees to maintain the confidentiality of any proprietary, technical, business, financial, regulatory, or operational information disclosed by the other Party.

Confidential information shall not be disclosed to any third party except:

• To employees or contractors with a need to know;
• As required by law;
• With prior written consent of the disclosing Party.

These obligations shall survive termination of this Agreement for five (5) years.

9. REGULATORY COMPLIANCE

LabQMS is intended as a quality management software platform.

Client acknowledges that:

• Client remains solely responsible for compliance with all applicable regulatory requirements, including but not limited to CLIA, CAP, ISO 15189, ISO 17025, FDA regulations, and other applicable standards.
• The Software is a management tool and does not replace Client's responsibility for regulatory compliance, quality oversight, validation activities, or professional judgment.

10. INTELLECTUAL PROPERTY

LabNexis retains all right, title, and interest in and to:

• The Software;
• Source code;
• Documentation;
• Enhancements;
• Modifications;
• Trademarks and trade names.

No ownership rights are transferred to Client under this Agreement.

11. WARRANTIES

LabNexis warrants that:

• It has the authority to grant the license described herein.
• The Software will substantially perform in accordance with its documentation under normal operating conditions.

EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SOFTWARE IS PROVIDED "AS IS" WITHOUT ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

12. LIMITATION OF LIABILITY

To the maximum extent permitted by law:

• LabNexis shall not be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages.
• LabNexis shall not be liable for loss of profits, business interruption, loss of data, or regulatory actions arising from Client's use of the Software.

LabNexis' total aggregate liability under this Agreement shall not exceed the fees paid by Client to LabNexis during the twelve (12) months preceding the claim.

13. INDEMNIFICATION

Client agrees to indemnify and hold harmless LabNexis and its officers, employees, and affiliates from claims arising from:

• Client's misuse of the Software;
• Violation of applicable laws or regulations;
• Unauthorized use by Client personnel.

14. TERMINATION

Either Party may terminate this Agreement:

• Upon thirty (30) days' written notice for material breach if such breach is not cured within the notice period.
• Immediately if the other Party becomes insolvent, files for bankruptcy, or ceases business operations.

Upon termination:

• Client shall cease all use of the Software.
• Outstanding fees become immediately due and payable.
• LabNexis may disable system access after completion of data export obligations.

15. FORCE MAJEURE

Neither Party shall be liable for delays or failures resulting from causes beyond its reasonable control, including natural disasters, labor disputes, internet outages, governmental actions, or cyberattacks.

16. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of North Carolina, without regard to conflict of law principles.

17. DISPUTE RESOLUTION

The Parties shall first attempt to resolve disputes through good-faith negotiations.

If unresolved, disputes shall be submitted to mediation in Wake County, North Carolina.

If mediation is unsuccessful, either Party may pursue legal remedies in the courts located in Wake County, North Carolina.

18. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the Parties and supersedes all prior agreements, understandings, representations, and communications relating to the subject matter herein.

Any amendments must be in writing and signed by both Parties.

19. ACCEPTANCE AND ELECTRONIC SIGNATURE

By checking the acceptance checkbox below and providing an electronic signature, Client's authorized signatory acknowledges having:

• Read and understood this entire Agreement;
• Had the opportunity to consult with legal counsel;
• Authority to bind Client to the terms and conditions herein;
• Agreement to be bound by all terms and conditions of this Agreement.

Authorized Signatory: [To be signed]

Title: [To be entered]

Date: [To be dated]