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† SAMPLE:
MATERIAL TRANSFER AGREEMENT
(For use by a For-Profit Organization and use for profit by a Non-Profit Organization)
RECIPIENT
Recipient Scientist: Registered PI name is automatically included
Recipient Organization: Registered Institution is automatically included
Address: Registered Address is automatically included
This Material Transfer Agreement sets forth the terms and conditions under which Kyoto Institute of Technology (hereinafter referred to as 'KIT') will provide with the RECIPIENT, and the RECIPIENT will receive, the biological material specified in the attached list and its derivatives (hereinafter referred to as the 'BIOLOGICAL RESOURCE') in response to the RECIPIENT's request, and with which the RECIPIENT scientist and organization agree before the RECIPIENT receives the BIOLOGICAL RESOURCE:
1. (a) The RECIPIENT shall use the BIOLOGICAL RESOURCE for the following specific purpose:
Purpose that is prompted to input when ordering is automatically included
(b) The RECIPIENT shall obtain a written prior permission from the KIT for the usage of the BIOLOGICAL RESOURCE for any other purposes than the purpose specified in (a).
2. The RECIPIENT shall not use the BIOLOGICAL RESOURCE for diagnosis or treatment of humans or other direct applications to human bodies or as food source for humans.
3. In the case requested by the ORIGINAL PROVIDER, the RECIPIENT should obtain an approval from the ORIGINAL PROVIDER using the APPROVAL FORM prior to entering the AGREEMENT with the KIT.
4. The RECIPIENT agrees to expressly describe that "the BIOLOGICAL RESOURCE (the resource name) was obtained from the KYOTO Drosophila Stock Center in Kyoto Institute of Technology" in Materials and Methods, the Acknowledgement or any other appropriate section in any publication reporting the use thereof. The RECIPIENT also agrees to send information regarding such publication to the KIT. In the event that the RECIPIENT achieves the purpose of Section 1(a), or secures patents related to those purposes, or both, the RECIPIENT shall notify the KIT of these achievements within 90 days after the right is established. The KIT may request the RECIPIENT to report on progress or results or both, obtained through the use of the BIOLOGICAL RESOURCE, and The RECIPIENT shall respond truthfully to such a request by the KIT. The KIT may disclose publicly such information or achievements or both, to increase the value of the BIOLOGICAL RESOURCE, and to demonstrate the contribution of the KIT.
5. The RECIPIENT shall bear the cost of shipping, handling, and part of production and other expenses necessary for preparation and distribution of the BIOLOGICAL RESOURCE for the RECIPIENT.
6. The access to the BIOLOGICAL RESOURCE is limited to the RECIPIENT and the RECIPIENT's co-workers, employees, and students who work for the purpose specified in Section 1(a) under the direct supervision and full responsibility of the RECIPIENT. The RECIPIENT shall not distribute, resell or otherwise dispose of the BIOLOGICAL RESOURCE to any third party. The disposition hereunder shall include any acts to transfer all or any part of the intellectual property or grant a license thereunder with respect to the BIOLOGICAL RESOURCE.
7. Nothing in this AGREEMENT shall be interpreted that the KIT grants the RECIPIENT any rights under any patents or other intellectual property, or licenses thereunder with respect to the BIOLOGICAL RESOURCE.
8. The RECIPIENT shall assume all liability for claims against the RECIPIENT, the KIT, and the ORIGINAL PROVIDER by third parties relating to alleged infringement of any patent, copyright, trademark or other intellectual property rights, which may arise from the use, storage or disposal by the RECIPIENT of the BIOLOGICAL RESOURCE.
9. THE BIOLOGICAL RESOURCE DELIVERED PURSUANT TO THIS AGREEMENT IS PROVIDED ON AN "AS IS" BASIS AND UNDERSTOOD TO BE EXPERIMENTAL IN NATURE AND WITH POSSIBLE HAZARDOUS PROPERTIES. THE KIT MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED. THERE ARE NO EXPRESSED OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE (WHETHER OR NOT THE KIT OR THE ORIGINAL PROVIDER KNOWS, HAS REASON TO KNOW, HAS BEEN ADVISED OR IS OTHERWISE AWARE OF SUCH PURPOSE), OR THAT THE USE OF THE BIOLOGICAL RESOURCE WILL NOT INFRINGE ANY PATENT, COPYRIGHT, TRADEMARK, OR OTHER PROPRIETARY RIGHT.
10. The RECIPIENT agrees to hold the KIT and the ORIGINAL PROVIDER harmless and to indemnify the KIT and the ORIGINAL PROVIDER for all liabilities, demands, damages, expenses and losses arising out of the RECIPIENT's use of the BIOLOGICAL RESOURCE.
11. The RECIPIENT agrees that any handling or other activities of the BIOLOGICAL RESOURCE in its laboratory shall be conducted in compliance with all applicable laws, regulations and guidelines. The RECIPIENT shall bear full responsibility also for any other legal obligations including, but not limited to, the Paris Convention for the Protection of Industrial Property, the Convention on Biological Diversity (CBD), the Cartagena Protocol on Biosafety (CPB), product liability violations, or issues of corporate social responsibility (CSR), in the execution of the provisions of Section 1(a). The RECIPIENT shall, if necessary, take all steps or procedures to comply with legal requirements for handling of the BIOLOGICAL RESOURCE.
12. Both parties shall discuss to enable amicable resolution of any accidents during shipment of the BIOLOGICAL RESOURCE.
13. In case the RECIPIENT is in breach of this AGREEMENT, the KIT may request the RECIPIENT to cease its subsequent use of the BIOLOGICAL RESOURCE and other resources of the KIT.
14. Both parties shall discuss in good faith to enable the amicable resolution of matters, arising in connection with the interpretation or performance hereof as well as the matters which are not expressly set forth in this AGREEMENT.
15. Any matter or dispute which cannot be settled through said amicable discussion shall be subject to the exclusive jurisdiction of the Kyoto District Court, Japan. This AGREEMENT shall be governed by and construed in accordance with the laws of Japan.
16. The RECIPIENT or the KIT may terminate this AGREEMENT at any time so long as a party informs the other party at least sixty (60) days before the termination.
17. Upon termination of this AGREEMENT, the RECIPIENT shall immediately cease use of the BIOLOGICAL RESOURCE and return the BIOLOGICAL RESOURCE to the KIT at the RECIPIENT's own cost following the direction from the KIT or destroy the BIOLOGICAL RESOURCE under the RECIPIENT's own responsibility.
18. The illegality or invalidity of any provisions of this AGREEMENT shall not impair effect or invalidate the other provision of this AGREEMENT.
19. The provisions of Sections 2, 4, 5, 8, 9, 10, 11, 15, 18 and 19 shall survive the termination of this AGREEMENT.
20. This Agreement constitutes the entire agreement of the parties and supersedes all understanding or written or oral agreements.
The RECIPIENT and the KIT do hereby sign two original copies of this AGREEMENT and each party shall hold one signed copy.
Kyoto Institute of Technology
1 Hashikami-cho, Matsugasaki, Sakyo-ku, Kyoto, 606-8585, Japan
President
Kiyotaka Morisako, Ph.D.
Signature:______________________________ Date:____________________
RECIPIENT:
Organization:__________________________________________________
Address:__________________________________________________
Name of Authorized Representative:__________________________________________________
Title:____________________
Signature:______________________________ Date:____________________
Name of scientist:__________________________________________________
Title:____________________
Signature:______________________________ Date:____________________
BIOLOGICAL RESOURCE [number is automatically included] stocks
Stock list is automatically included
