Project Collaboration Agreement: Definition & Sample

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What is a Project Collaboration Agreement?

A project collaboration agreement is a legal document that outlines the critical elements of a project and how it will be managed. Business owners need to understand what these agreements entail and the importance of having one when working with contractors, freelancers, or other businesses.

A project collaboration agreement can cover anything from deadlines to expectations on feedback and deliverables. Contracts of this type are essential in ensuring both the business and the contractor know what is expected of them and what will happen if any disputes arise.

Common Sections in Project Collaboration Agreements

Below is a list of common sections included in Project Collaboration Agreements. These sections are linked to the below sample agreement for you to explore.

Project Collaboration Agreement Sample

Certain information has been excluded from this exhibit because it (i) is not material and (ii) would be competitively harmful if publicly disclosed.

MICROSOFT ARTIFICIAL INTELLIGENCE & RESEARCH GROUP

STRATEGIC COLLABORATION AGREEMENT

This Strategic Collaboration Agreement (this “ Agreement ”) is made and entered into as of the last signature date written below (the “ Effective Date ”) by and between Microsoft Corporation, a Washington corporation having its principal place of business at One Microsoft Way, Redmond, Washington, USA 98052 (“ Microsoft “) and Adaptive Biotechnologies Corporation, a company having its principal place of business at 1551 Eastlake Ave E, Seattle, WA 98102 (“ Adaptive ”). Microsoft and Adaptive are sometimes referred to in this Agreement individually as a “ Party ” and collectively as the “ Parties .”

Adaptive is a biotechnology industry pioneer and leader that focuses on combining high-throughput sequencing and expert bioinformatics capabilities to profile T-cell and B-cell receptors. Adaptive owns or has access to data that can be used to computationally derive T-cell receptor-antigen mappings.

Microsoft is a worldwide technology company that develops, sells and otherwise makes available a wide variety of software applications, cloud services, machine learning technologies, and other products that affect the life sciences and healthcare industries.

Adaptive and Microsoft desire to set forth the terms on which they intend to pursue their shared goal of computationally deriving T-cell receptor (“ TCR ”) to antigen mappings in order to create a comprehensive map for purposes of developing biological research, diagnostic or therapeutic applications (the “ Project ”). The Parties’ vision is that their collaboration will ultimately enable them to develop a universal diagnostic based on a single blood draw and TCR sequencing.

To pursue the goals described above, Microsoft intends to provide reasonable machine learning, software and cloud services development support, including making Microsoft Research personnel with computational and machine learning domain expertise reasonably available to work with Adaptive on the collaboration project, and to develop the Immunomics AI Services (as defined in this Agreement), at no charge to Adaptive, in order to carry out activities under the Development Plan (as defined in this Agreement).

To pursue the goals described above, Adaptive intends to provide data and immunomics, diagnostic and bioinformatics expertise, at no charge to Microsoft, in order to carry out activities under the Development Plan.

Adaptive also intends, after a reasonable transition period and subject to the further terms and conditions set forth in this Agreement, to use Microsoft’s Azure cloud services to host all of its existing and new activities that are hosted on a public cloud service. Adaptive and Microsoft are entering into a commercial agreement regarding Adaptive’s use of Azure concurrently with this Agreement.

In consideration of the terms of this Agreement and other good and valuable consideration, the sufficiency of which is acknowledged, the Parties agree as follows:

1. DEFINITIONS . The definitions of terms used in initially capitalized form in this Agreement are set forth in Exhibit A or elsewhere in this Agreement.

2. DEVELOPMENT EFFORT .

2.1 Development Plan. The Parties have mutually agreed on the initial Development Plan incorporated in this Agreement as Exhibit B. The Parties’ Project Managers will review the Development Plan periodically, and upon mutual written agreement of the Parties’ Relationship Managers, the Parties may update the Development Plan to reflect the evolution of activities under the then-current Development Plan and add details regarding upcoming activities they intend to carry out under the Collaboration; provided, however, that in the event any such update to the Development Plan has the effect of amending, modifying or supplementing the terms of this Agreement, such update to the Development Plan must be approved in accordance with Section 12.12.

2.2 Good Faith Efforts to Carry Out Development Plan. The Parties will act in good faith during the Development Term to carry out the activities described in the Development Plan in accordance with the timelines it sets forth. Without limiting the foregoing, each Party will act in good faith to develop, procure and make available the technologies, data and/or other project components for which it is responsible under the Development Plan.

3. PROJECT MANAGEMENT AND RELATIONSHIP MANAGEMENT

3.1 Project Management. Each Party will designate an individual to act as its project manager (“ Project Manager ”) with respect to the Collaboration and coordinate that Party’s activities under the Development Plan. The Parties’ Project Managers will schedule and conduct regular meetings to discuss the status of the activities under the Development Plan. Without limiting the foregoing, the Project Managers will:

(a) review the Development Plan at least once every calendar quarter during the Development Term, and more frequently if requested by either Party;

(b) recommend changes in the Development Plan as may be desirable to reflect any changes in the scope, objectives, tasks, responsibilities of each Party, schedule, or other aspects of the Collaboration;

(c) coordinate the review and approval process regarding any publicity activities, publications or other communications regarding the Collaboration; and

(d) prepare written reports on the status of activities under the Development Plan for review by the Relationship Managers at least once during each calendar quarter and more frequently if requested by either Party.

3.2. Relationship Management. Each Party will designate an individual to serve as that Party’s overall relationship manager for purposes of the Collaboration (each, a “ Relationship Manager ”). As of the Effective Date, the Relationship Managers are the individuals designated to perform such role in Exhibit C . Either Party may replace its Relationship Manager upon written notice to the other Party.

3.3 GTM Discussions . The Relationship Managers will meet at least twice per calendar year during the Development Term, or as otherwise mutually agreed, to discuss go to market (“ GTM ”) strategies applicable to products or services that result from the Collaboration. Adaptive will provide Microsoft with information about GTM strategies that Adaptive is considering in advance of execution of such strategies and will provide Microsoft an equitable opportunity to provide input to and participate in the development and execution of such GTM strategies; provided, however, that Adaptive will have the sole and exclusive right to make final determinations regarding GTM strategies. For clarity, the foregoing proviso does not modify or supersede any of the license terms or conditions set forth in this Agreement.

3.4 Dispute Resolution. The Parties will endeavor to resolve any dispute that arises under this Agreement by using the escalation procedures set forth in Exhibit C, subject to the exceptions described in Exhibit C.

4. OWNERSHIP OF PROJECT MATERIALS , COLLABORATION OUTPUTS AND RELATED PROPRIETARY RIGHTS

4.1 Project Materials and Background Rights . Each Party owns and will retain all ownership rights in all Project Materials such Party uses or makes available for use in the Collaboration. Each Party also owns and will retain all ownership rights in such Party’s Background Non-Patent IP and Background Inventions.

4.2 Outputs of the Collaboration .

(a) Adaptive will own (i) all Adaptive’s Outputs, (ii) all Foreground Non-Patent IP embodied or implemented in Adaptive’s Outputs, (iii) all Adaptive Foreground Inventions, and (iv) all Joint Foreground Inventions and Microsoft Foreground Inventions that (in each case) read on Adaptive’s Outputs or Microsoft’s Outputs.

(b) Microsoft will own (i) all Microsoft’s Outputs, and (ii) all Foreground Non-Patent IP embodied or implemented in Microsoft’s Outputs.

4.3 Assignments of Rights .

(a) Pursuant to Section 4.2(a), Microsoft hereby assigns and agrees to assign to Adaptive (i) all of Microsoft’s rights in any Foreground Non-Patent IP embodied or implemented in Adaptive’s Outputs, (ii) all Microsoft Foreground Inventions that read on Adaptive’s Outputs or Microsoft’s Outputs, and (iii) all Microsoft Patent Rights in Joint Foreground Inventions that read on Adaptive’s Outputs or Microsoft’s Outputs.

(b) Pursuant to Section 4.2(b), Adaptive hereby assigns and agrees to assign to Microsoft all of Adaptive’s rights in any Foreground Non-Patent IP embodied or implemented in Microsoft’s Outputs.

(c) Each Party will take all necessary steps, at such Party’s expense, to execute and deliver any instruments and take any other actions reasonably requested by the other Party to perfect the assignments of Non-Patent IP and Patent Rights contemplated by Sections 4.3(a) and (b), as applicable.

(d) For clarity, the assignments contemplated by this Section 4.3 are limited to the Foreground Non-Patent IP and Foreground Patent Rights expressly specified in Sections 4.3(a) and (b), as applicable. Assignments under this Section 4.3 do not and will not include any other Non-Patent IP or Patent Rights of the assigning Party, including without limitation in such Party’s Background Non-Patent IP and Background Inventions, even if these are included in or necessary for the assignee’s exploitation of Microsoft’s Outputs or Adaptive’s Outputs, as applicable.

(e) Adaptive will be responsible for, and will have the sole and exclusive right to make final determinations regarding, the maintenance and prosecution of Microsoft Foreground Inventions and Joint Foreground Inventions assigned to Adaptive under Section 4.3(a), but Adaptive will consider Microsoft’s input regarding such maintenance and prosecution activities. Microsoft will provide such non-monetary assistance as Adaptive may reasonably request in connection with Adaptive’s preparing, filing, and prosecuting applications for Microsoft Foreground Inventions and Joint Foreground Inventions assigned to it under Section 4.3(a).

(f) Neither Party will transfer to or grant to any Third Party any ownership of or rights or licenses in any Foreground Inventions or Foreground Non-Patent IP owned by that Party that prevent the other Party from practicing license rights granted to it under this Agreement or interfere with the other Party’s ability to fully exercise any such license rights.

5. LICENSE GRANTS

5.1 Development Plan Activities . Each Party hereby grants to the other Party a non-exclusive, non-sublicensable, non-transferable (except as set forth in Section 12.2), worldwide, royalty-free, fully paid license under all of the granting Party’s Non-Patent IP and Patent Rights to exercise all rights necessary to carry activities under the Development Plan during the Development Term.

5.2 Microsoft Licenses to Adaptive. Microsoft hereby grants to Adaptive:

(a) (i) An exclusive, perpetual, non-transferable (except as set forth in Section 12.2), irrevocable, worldwide, royalty free, full paid license, under Microsoft’s Foreground Non-Patent IP, for Adaptive’s internal research and development and to Commercialize Adaptive’s Outputs and Adaptive Offerings that use the Immunomics AI Services, all solely within the Field of Use; (ii) an exclusive, perpetual, non-transferable (except as set forth in Section 12.2), irrevocable, worldwide, royalty free, full paid license, under Microsoft’s Foreground Non-Patent IP, for Adaptive’s internal research and development and to Commercialize Adaptive’s Outputs and Adaptive Offerings that use Algorithms, all solely within the Project; and (iii) a non-exclusive, perpetual, non-transferable (except as set forth in Section 12.2), irrevocable, worldwide, royalty free, full paid license, under Microsoft’s Foreground Non-Patent IP, for Adaptive’s internal research and development and to Commercialize Adaptive’s Outputs and Adaptive Offerings that use Algorithms, all solely within the Field of Use outside of the Project;

(b) A non-exclusive, perpetual, non-transferable (except as set forth in Section 12.2), irrevocable, worldwide, royalty free, fully paid license, under Microsoft’s Background Non-Patent IP, for Adaptive’s internal research and development and to Commercialize Adaptive’s Outputs and Adaptive Offerings that use Microsoft’s Outputs, all solely within the Field of Use; and

(c) A non-exclusive, perpetual, non-transferable (except as set forth in Section 12.2), irrevocable, worldwide, royalty free, fully paid license, under Microsoft’s Background Inventions that are necessarily infringed by Microsoft’s Outputs, for Adaptive’s internal research and development and to Sell Adaptive’s Outputs and Adaptive Offerings that use Microsoft’s Outputs, all solely within the Field of Use.

5.3 Adaptive Licenses to Microsoft. Adaptive hereby grants to Microsoft and its Affiliates:

(a) An exclusive, perpetual, non-transferable (except as set forth in Section 12.2), irrevocable, worldwide, royalty free, fully paid license, under Adaptive’s Foreground Non-Patent IP, to Commercialize Microsoft’s Outputs as part of any and all Microsoft Offerings, all solely outside the Field of Use;

(b) (i) An exclusive, perpetual, non-transferable (except as set forth in Section 12.2), irrevocable, worldwide, royalty free, fully paid license, under Adaptive Foreground Inventions, Joint Foreground Inventions and Microsoft Foreground Inventions, to Sell Microsoft’s Outputs as part of any and all Microsoft Offerings, all solely outside the Field of Use; and (ii) a non-exclusive, perpetual, nontransferable (except as set forth in Section 12.2), irrevocable, worldwide, royalty free, fully paid license, under Adaptive Foreground Inventions, Joint Foreground Inventions and Microsoft Foreground Inventions, to Sell Algorithms as part of any and all Microsoft Offerings, all solely within the Field of Use outside the Project.

(c) A non-exclusive, perpetual, non-transferable (except as set forth in Section 12.2), irrevocable, worldwide, royalty free, fully paid license, under Adaptive’s Background Non-Patent IP, to Commercialize Microsoft Outputs as part of any and all Microsoft Offerings, all solely outside the Field of Use;

(d) A non-exclusive, perpetual, non-transferable (except as set forth in Section 12.2), irrevocable, worldwide, royalty free, fully paid license, under Adaptive Background Inventions that are necessarily infringed by Microsoft’s Outputs, to Sell Microsoft Outputs as part of any and all Microsoft Offerings, all solely outside the Field of Use; and

(e) A non-exclusive, perpetual, non-transferable (except as set forth in Section 12.2), irrevocable, worldwide, royalty free, fully paid license, under all Joint Foreground Inventions and Microsoft Foreground Inventions, for Microsoft’s internal research purposes only (including research within the Field of Use); provided, however, that such internal research may not be conducted in collaboration with any Third Party on any research substantially similar to the Project or used to assist any Third Party Commercialization of any Offerings for purposes or with the effect of circumventing Adaptive’s rights under Sections 4 and 5 or in any manner that would not comply with Section 6.5; and provided further that following the Development Term, the foregoing license may not be used by Microsoft for research substantially similar to the Project.

5.4 Modified and New License Grants Arising from Certain Circumstances . Upon consummation of a Corporate Event in which [***] or any Affiliate of the foregoing is the counter-party:

(a) the exclusive licenses granted by Microsoft under Section 5.2(a)(i) and (ii) will automatically become non-exclusive (and, for clarity, this license will remain limited to the Field of Use);

(b) Adaptive will automatically be deemed to grant to Microsoft and its Affiliates a nonexclusive, perpetual, non-transferable (except as set forth in Section 12.2), irrevocable, worldwide, fully paid, royalty free, fully paid up, license (i) under Adaptive’s Foreground Non-Patent IP and Adaptive’s Background Non-Patent IP, to Commercialize the Computational Models as part of any and all Microsoft Offerings (i.e., whether or not in the Field of Use), and (ii) under Adaptive Foreground Inventions, Joint Foreground Inventions, Microsoft Foreground Inventions, and Adaptive Background Inventions, to Sell the Computational Models as part of any and all Microsoft Offerings (i.e., whether or not in the Field of Use); and

(c) The limitations regarding Microsoft research activities after the Development Term in the final clause of Section 5.3(e) will no longer apply.

Certain information, as identified by [***], has been excluded from this agreement because it (i) is not material and (ii) would be competitively harmful if publicly disclosed.

5.5 Enforcement Rights under Exclusive Licenses . The exclusive licenses granted to each Party under this Agreement will provide the licensed Party with an exclusive right to enforce the licensed rights within the scope of its exclusive licenses against infringers at its own cost and expense, and the Party that is the licensor agrees to join enforcement actions (at the licensed Party’s expense) if the licensor Party is a necessary party to bring such an action.

5.6 Protection of Licenses in Bankruptcy . The Non-Patent IP and Patent Rights referenced in Section 4 are intellectual property, and the licenses granted in this Section 5 are licenses to intellectual property, under the Bankruptcy Law. In the event of any proceeding for the bankruptcy, reorganization, or protection of either Party or any of their Affiliates under any applicable Bankruptcy Law, the licenses granted under this Section 5 will be subject to Section 365(n) of the United States Bankruptcy Code and any corresponding or similar provision for the protection of licensees of intellectual property under any other Bankruptcy Laws. If any debtor-in-possession, trustee, or similar authority rejects, cancels, or similarly acts with respect to this Agreement under any applicable Bankruptcy Law, the licensed Party may elect to retain its rights under the applicable license terms in this Section 5 as provided for in Section 365(n) of the United States Bankruptcy Code or any corresponding or similar provision under any other applicable Bankruptcy Law.

5.7 Reservations of Rights . Except to the extent expressly set forth in this Agreement, this Agreement does not assign, grant or otherwise transfer, whether by implication, estoppel or otherwise, any license or other right in, to or under any Non-Patent IP or Patent Rights of either Party. All rights not expressly granted in this Agreement are reserved. Without limiting the generality of the foregoing:

(a) except for the licenses in Section 5, and the assignments in Section 4, each Party reserves all of its right, title and interest in and to its Project Materials, Non-Patent IP and Patent Rights;

(b) Nothing contained in this Agreement will be construed as:

(i) a warranty or representation by either Party as to the validity, enforceability, and/or scope of any Patent Rights or Non-Patent IP; or

(ii) imposing upon either Party any obligation to institute any suit or action for infringement of any Patent or Non-Patent IP, or to defend any suit or action brought by a Third Party against such Party which challenges or concerns the validity, enforceability, or scope of any Patent or Non-Patent IP; and

(c) except as may be expressly agreed upon by the Parties with respect to any press release or other publicity activities conducted pursuant to Section 7.3, neither Party grants any license or other right in or to any of its Trademarks under this Agreement, and neither Party will use any Trademark of the other Party in any publicity, advertising or other promotional activities without the prior written consent of such other Party, provided that the foregoing does not restrict any right that either Party may have under Applicable Laws to make accurate, descriptive and nominative references to the other Party’s Trademarks.

6. EXCLUSIVITY AND CLOUD SERVICES COMMITMENTS

6.1 Azure Commercial Agreement . Following the Parties’ entry into this Agreement, Microsoft and Adaptive plan to enter into separate commercial agreements regarding Adaptive’s purchase of Azure Services (the “ Commercial Agreement ”), which include standard volume pricing terms and a minimum Azure consumption requirement. Nothing in this Agreement will be deemed to modify or supersede the terms of the Commercial Agreement.

6.2 Exclusive Use of Azure . Adaptive agrees that throughout the Development Term and, if longer, until the seven (7) year anniversary of the Effective Date, all Collaboration activities that use a cloud service (including the Immunomics AI Services) will use Azure exclusively, subject to Adaptive’s right to terminate the Commercial Agreement for breach or non-performance as set forth in the Commercial Agreement. In addition, Adaptive agrees to ensure that on a reasonably expedient schedule, and in any event within no more than eighteen (18) months after the Effective Date, all activities for which Adaptive uses any cloud (or “hosted”) service, including both new and ongoing Adaptive activities that use a cloud service (regardless of whether such activities are related to the Collaboration), will use Azure exclusively, subject to Adaptive’s right to terminate the Commercial Agreement for breach or nonperformance as set forth in the Commercial Agreement. Accordingly, Adaptive will wind down any existing agreements it may have with other cloud service providers within eighteen (18) months after the Effective Date. Notwithstanding anything to the contrary in this paragraph, (a) Adaptive’s obligation to use Azure exclusively does not apply to applications or services that Adaptive acquires from Third Parties for which the Third Party provider controls selection of the cloud services provider that hosts such application or service (e.g., Salesforce or MerrillEdge applications or services) and (b) in the event that Adaptive acquires another entity or the assets thereof, whether by merger, purchase of equity or assets or otherwise, Adaptive shall have a period of eighteen (18) months following the closing of such acquisition to wind down any existing agreements such other entity may have with other cloud service providers. Further, Adaptive will not, and will not authorize any Third Party to, promote, market or otherwise publicly discuss Adaptive’s use of any Third Party cloud service provider to host any Adaptive Offering after the Effective Date.

6.3 Exclusive Use of Immunomics AI Services by Adaptive . Adaptive agrees that throughout the Development Term it (a) will use the Immunomics AI Services exclusively for TCR-antigen mapping in connection with any Adaptive Offering developed as a direct result of the Collaboration and for which use of services similar to the Immunomics AI Services is relevant and (b) will not sublicense its rights under Sections 4 and 5 hereof for the purpose of circumventing the foregoing clause (a). The Parties anticipate that the Immunomics AI Services will be relevant (and therefore Adaptive will use exclusively the Immunomics AI Services pursuant to the previous sentence) in connection with any diagnostic applications for one or a set of medical conditions developed as a direct result of the Collaboration (“ Diagnostic Products ”). The Parties anticipate that the Immunomics AI Services may also be relevant to some (but not the preponderance of) therapeutic applications for one or a set of medical conditions developed as a direct result of the Collaboration (“ Therapeutic Products ”), and that Adaptive will use the Immunomics AI Services exclusively in all relevant Therapeutic Products cases but that Adaptive will also make available Therapeutic Products that do not use the Immunomics AI Services or any similar services. Notwithstanding anything to the contrary in this Section 6.3, if Adaptive identifies alternative services that it reasonably determines would provide superior business or technical performance, as compared to the Immunomics AI Services, in connection with one or more Adaptive Offerings developed as a direct result of the Collaboration and for which such services are relevant, Adaptive may notify Microsoft in writing of the information and analysis on which Adaptive has based such a determination (an “ Alternative AI Service Notice ”). If Adaptive delivers an Alternative AI Service Notice to Microsoft, the Parties’ Relationship Managers will promptly meet to discuss the information and analysis it contains and, if the Parties agree that Microsoft cannot reasonably cause the Immunomics AI Services to provide at least equivalent business and technical performance to the alternative services identified by Adaptive for the particular use identified in the Alternative AI Service Notice (the “ Target Use ”), within one hundred twenty (120) days (or such other time period as the Parties may agree is commercially reasonable), Adaptive may thereafter use alternative services in place of the Immunomics AI Services for the Target Use (as used by applicable Adaptive Offerings) notwithstanding the terms of this Section 6.3.

6.4 Exclusive Use of Azure for Diagnostic Products . Adaptive agrees to host each Diagnostic Product exclusively on Azure throughout the Development Term and the five (5) year period immediately following the Development Term, subject to Adaptive’s right to terminate the Commercial Agreement for breach or non-performance as set forth in the Commercial Agreement.

6.5 Microsoft and Adaptive Business Exclusivity Commitments . Microsoft and Adaptive each agree that during the Development Term, neither such Party nor any of such Party’s Affiliates will enter into any collaboration agreement or other arrangement, with any Third Party under which such Party or any of such Party’s Affiliates agrees to provide custom services in support of any project that is substantially similar to the Project. For clarity, this paragraph does not limit either Party’s right to enter into, maintain and perform in accordance with Ordinary Course Relationships with any and all Third Parties, including Third Parties that may be undertaking projects in mapping TCR-antigen associations, provided that each Party will not disclose or provide any of the other Party’s Confidential Information to any Third Parties except in accordance with the NDA and the terms of Section 7 of this Agreement and provided further that such Ordinary Course Relationships are consistent with each Party’s rights set forth in Sections 4 and 5 hereof. As used herein, “ Ordinary Course Relationships ” with respect to Microsoft means Microsoft’s provision of on-premises software, Azure, Office 365 and other cloud services, and associated updates, upgrades, technical support, general research and consulting services (including in the fields of artificial intelligence and machine learning not substantially similar to the Project). Adaptive acknowledges that Microsoft has estimated that as of the Effective Date, it provides Offerings under Ordinary Course Relationships to more than 150,000 life sciences and health care entities. As used herein, “ Ordinary Course Relationships ” with respect to Adaptive means Adaptive’s ordinary course agreements, licenses, arrangements and relationships with pharmaceutical companies, therapeutics companies, diagnostics companies, clinical laboratory companies, academic and research institutions and governmental bodies, agencies and institutions that are, in each case, not substantially similar to the Project.

7. CONFIDENTIALITY; PUBLICITY AND RELATED ACTIVITIES

7.1 Application of NDA . Subject to the license rights expressly set forth in this Agreement, any disclosures, information or documents made or shared between the Parties under this Agreement will be governed by the NDA. The terms of the NDA are incorporated in this Agreement by reference and will apply to all Confidential Information (as defined in the NDA) exchanged between the Parties in connection with this Agreement. In addition, the terms of, and any discussions or negotiations in connection with, this Agreement are Confidential Information for purposes of the NDA. In the event of any conflict between any provision of this Agreement and any provision of the NDA, the provision of this Agreement will control. If the NDA is terminated during the Development Term, it will nonetheless continue in effect for the purposes of this Agreement for the remainder of the Development Term and the survival period set forth in Section 11.5 below.

7.2 Data Privacy & Security. No Protected Health Information (as such term is defined in the Health Insurance Portability and Accountability Act of 1996), other than the Protected Health Information necessary for a Party to carry out the Collaboration, will be provided by a Party to the other Party under this Agreement. If Adaptive intends to makes any Protected Health Information available to Microsoft for use in the Collaboration, Adaptive will first notify Microsoft of such intent and provide documentation

of: (i) the source of the data, (ii) any required consents, approvals and authorizations necessary for Microsoft to have access to or use such Protected Health Information in the Collaboration, and (iii) any security, privacy, use restrictions or other requirements that would apply to Microsoft’s access to or use of such Protected Health Information. Microsoft may elect to accept or not to accept receiving access to the proposed Protected Health Information following its review of such documentation. For clarity, Adaptive is not required to follow the advance notice process described in this paragraph in order to provide to Microsoft, for use in the Collaboration, anonymous sequencing data (which data must not include any data that could enable the sequencing data to be linked to Protected Health Information of a donor). Microsoft covenants and agrees that it will not store, process or otherwise take any action with respect to data under the Collaboration that causes Adaptive to be subject to the data privacy or data security laws of any jurisdiction other than the United States of America, without Adaptive’s prior written consent.

7.3 Approval Required for Publicity Activities . Neither Party will: (a) issue any press release or make any public statement of any kind about or related to this Agreement or the Collaboration without the express prior written consent of the other Party; or (b) use the other Party’s name or Trademark for any purpose without the other Party’s written consent. Subject to the foregoing, the Parties intend to collaborate on publicity upon entering into this Agreement, including by cooperating to issue a jointly-approved announcement of the overall strategic intent of this Agreement that includes CEO-level quotes from each Party, and a statement by Adaptive that Azure is the exclusive cloud service that Adaptive plans to use for its scientific and commercial activities.

8. REPRESENTATIONS AND WARRANTIES

8.1 General . Each Party represents, warrants and covenants to the other Party that:

(a) It has all necessary rights, power and authority to enter into and perform under this Agreement in accordance with its terms;

(b) It has not granted, and will not grant, any rights to any Third Party that would conflict with the terms of this Agreement;

(c) It has not entered into, and will not enter into, any agreement that would conflict with the terms of this Agreement;

(d) the individual signing this Agreement on its behalf has authority to bind it to this Agreement: and

(e) Except as otherwise disclosed by Adaptive to Microsoft in the Disclosure Schedule, as defined in that certain Series F-1 Preferred Stock Purchase Agreement, of even date herewith, by and between Adaptive, Microsoft and the other parties thereto, it has no knowledge (and has not been notified) of any allegation (or facts that would support an allegation) of any infringement or misappropriation of any Third Party Non-Patent IP or Patent Rights by any Project Material that it contemplates providing for use in the Collaboration (either in its standalone form or in the use contemplated under this Agreement).

8.2 Compliance with Laws . In addition to the representations, warranties and covenants set forth in Section 8.1,

(a) each Party represents, warrants and covenants to the other Party that it will comply with all Applicable Laws in connection with its performance under this Agreement;