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INTELLECTUAL PROPERTY AGREEMENT

Intellectual Property & Exclusive Sales Terms

Effective Date: August 18, 2026 · Applies to all sellers listing on Let-Lab Help-Lab ("Heklala", "the Platform")

Core Principle: Heklala exists to activate uncommercialized academic biomolecules. All intellectual property in listed products remains with the originating Professor's / PI's laboratory. Heklala acts solely as the exclusive commercialization channel — never as the owner of the science.

1. Ownership of Intellectual Property

  1. Seller retains all IP. All patent rights, know-how, trade secrets, data, sequences, constructs, cell lines, antibodies, and other intellectual property embodied in a listed product remain the sole and exclusive property of the listing Seller (the Professor / PI and their laboratory / institution).
  2. No assignment. Listing a product on Heklala does not transfer, assign, license, or otherwise encumber any ownership interest in the Seller's IP. Heklala obtains no right to practice, reproduce, modify, sublicense, or exploit the Seller's IP except as expressly needed to perform the commercialization services described in Section 2.
  3. Institutional rights preserved. Nothing in this Agreement supersedes the IP policies of the Seller's academic institution or any prior funding-agency obligations (e.g., Bayh-Dole, NIH, NSF, ERC, NSFC). Where institutional or funder consent is required for commercialization, the Seller represents that such consent has been obtained before listing.
  4. Background vs. foreground. Improvements, modifications, or new know-how developed by the Seller after listing remain the Seller's property. Heklala claims no rights in future academic outputs of the Seller's laboratory.

2. Exclusive Sales Rights Granted to Heklala

  1. Grant of exclusive distribution. By listing a product, the Seller grants Heklala an exclusive right to market, sell, distribute, and fulfill that specific product (and its identified variants) through the Platform worldwide, for a term of 24 months from the listing date (the "Exclusivity Term").
  2. Scope of exclusivity. During the Exclusivity Term, the Seller shall not sell or supply the same product, in comparable form and quantity, through any other commercial marketplace, distributor, or broker without Heklala's prior written consent.
  3. Exclusions. The exclusive right does not restrict: (a) academic sharing under MTA between the Seller's lab and other non-commercial research laboratories; (b) presentations, publications, or grant applications; (c) supply under an existing institutional agreement disclosed to Heklala at listing.
  4. Automatic renewal. The Exclusivity Term renews automatically for successive 12-month periods unless either party gives 60 days' written notice of termination.

3. Seller Representations & Warranties

  1. Authority. The Seller has full authority to list the product and grant the rights in Section 2, and has obtained all required institutional, co-inventor, and funder approvals.
  2. No infringement. The product does not infringe any third-party patent, trademark, or other IP right. The Seller shall indemnify Heklala against third-party IP claims arising from the Seller's breach of this representation.
  3. Accuracy. All product information, COA data, MSDS content, and quality claims submitted are true and accurate to the Seller's knowledge.
  4. Research-use only. Listed products are for research use only unless separately agreed in writing; the Seller will not market them for diagnostic, therapeutic, or clinical purposes through the Platform.

4. Heklala Obligations

  1. Exclusive sales agent. Heklala shall use commercially reasonable efforts to market and sell listed products, and shall maintain accurate sales records and transparent settlement statements.
  2. Revenue settlement. Sales proceeds are distributed as disclosed in the Seller Agreement (Seller share paid within 30 days after order confirmation and buyer payment).
  3. Confidentiality. Heklala shall treat all non-public product data and Seller communications as confidential and shall not disclose them to third parties except as required to perform sales, logistics, or regulatory obligations.
  4. No IP exploitation. Heklala shall not use Seller IP to develop competing products, reverse-engineer sequences, or file patents on Seller materials.

5. Termination

  1. By Seller. The Seller may terminate exclusivity for a product upon 60 days' written notice after the initial 24-month term.
  2. By Heklala. Heklala may delist a product or terminate this Agreement upon material breach, safety concern, or non-conformance with quality standards.
  3. Survival. Sections 1 (Ownership), 3 (Representations), 4(3) (Confidentiality), and 6 (Disclaimers) survive termination.

6. Disclaimer of Warranties & Limitation of Liability

  1. Research-use disclaimer. All products are provided "AS IS" for research use only. Heklala makes no warranties, express or implied, of merchantability, fitness for a particular purpose, or non-infringement beyond the Seller's representations.
  2. No medical claims. Products are not drugs, medical devices, or diagnostics. No product has been evaluated by any regulatory authority for therapeutic use.
  3. Limitation. Neither party's aggregate liability arising out of this Agreement shall exceed the total sales commissions received by Heklala for the product at issue in the 12 months preceding the claim.
  4. No indirect damages. Neither party shall be liable for indirect, incidental, special, or consequential damages, including lost profits, lost research data, or experimental failures.

7. Governing Law & Dispute Resolution

  1. This Agreement is governed by the laws of Hong Kong SAR, without regard to conflict-of-law principles.
  2. Disputes shall first be resolved through good-faith negotiation; unresolved disputes shall be submitted to arbitration in Hong Kong in accordance with the HKIAC Rules, with each party bearing its own costs.