MATERIALS TRANSFER AGREEMENT
(Non-Profit)
ABC
This Agreement is made and entered into as of __________, 20_, by and between The University of Tennessee, a
public higher educational institution of the State of Tennessee, having a place of business at _2621 Morgan
Circle, 225 Morgan Hall, Knoxville, TN 37996_ ("UNIVERSITY"), The University of Tennessee Research
Foundation, a Tennessee not for profit corporation, having a place of business at 600 Henley Street, Suite 211,
Knoxville, TN 37996 ("UTRF"), and ________________________________, having a place of business at
_________________________ ("RECIPIENT").
WHEREAS:
It provides the terms and conditions under which UNIVERSITY will transfer to RECIPIENT and UTRF will
approve RECIPIENT's use of plasmid DNA vectors designated pNPT-ABC and pABC ("Material") developed
by Drs. Mentewab Ayalew and Neal Stewart (either an “Investigator”) at the UNIVERSITY and any associated
know-how, data, or other information transferred with the Material ("Information"). The Material is provided to
RECIPIENT for use by ________________________ ("RECIPIENT SCIENTIST") in RECIPIENT
SCIENTIST's laboratory only. RECIPIENT agrees to the following terms and conditions:
1.
The Material shall include any replications, progeny, portions and unmodified derivatives, whether
provided to or made by RECIPIENT. The Material shall be retained by RECIPIENT and will not be
transferred to any person, corporation, or entity other than those employees of RECIPIENT under
SCIENTIST's immediate and direct control and who have been made aware of this Agreement and who
are bound by its terms and are necessary for the performance of the Study as set out in paragraph 2.
Upon completion of RECIPIENT's Study, or upon termination of this Agreement, whichever occurs first,
any remaining Material will be properly destroyed or returned to UNIVERSITY, at UNIVERSITY's
option.
2.
The Material will be used solely for non-commercial research. The Material will not be used for
commercial purposes such as screening, production, or sale, for which a commercial license is required.
The Material will be used only in connection with the research project described with specificity as
follows (the “Study”) and will not be used in any other studies, trials, or evaluations (please use an
attachment page, if necessary):
____________________________________________________________________________________
____________________________________________________________________________________
____________________________________________________________________________________
3.
Should the use of this MATERIAL result in one or more scientific publications, RECIPIENT and
RECIPIENT SCIENTIST shall cite (Mentewab, A. and C. N. Stewart, Jr. 2005. Overexpression of an
Arabidopsis thaliana ABC transporter confers kanamycin resistance to transgenic plants. Nature
Biotechnology 23:1177-1180), and shall provide Dr. Stewart with a reprint of any such publication.
4.
RECIPIENT will use the Material in compliance with all applicable laws, governmental regulations and
guidelines, including current National Institutes of Health guidelines and any regulations or guidelines
pertaining to research with animals or recombinant DNA. The material shall not be used in humans
under any circumstances.
5.
RECIPIENT will provide UNIVERSITY, through an Investigator, and UTRF with the results of the
Study. RECIPIENT and RECIPIENT SCIENTIST agree, also, that it will promptly disclose to
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UNIVERSITY and UTRF all discoveries, inventions, and modifications made through the use of the
MATERIAL and will grant and does hereby grant UNIVERSITY a non–exclusive, irrevocable, royalty–
free license to use the same for non–commercial research and educational purposes.
6.
UNIVERSITY shall at all times retain ownership of the Material, including but not limited to any
Material contained or incorporated in modifications resulting from the use of the Material by
RECIPIENT.
7.
This Agreement shall not be construed to grant to RECIPIENT any express or implied option, license, or
other right, title or interest in or to the Material nor shall this Agreement obligate UNIVERSITY or
UTRF to enter into any agreement granting any such right.
8.
This Agreement is not intended to be exclusive. The UNIVERSITY and UTRF shall be free at their sole
discretion, to use the Material and Information for their own purposes and to distribute the Material to
other parties.
9.
Except where prohibited by law, RECIPIENT will indemnify, defend, and hold harmless UTRF and
UNIVERSITY, as well as their respective employees, directors, or board members, from any claims or
liability resulting from RECIPIENT's use of the Material excluding any liability, claims, charges, causes
of action, damages or expenses arising from the negligence of Investigator, UTRF or UNIVERSITY.
10.
Any MATERIAL delivered pursuant to this Agreement is understood to be experimental in nature and
may have hazardous properties. ANY MATERIAL SO SUPPLIED IS DONE SO WITH NO
WARRANTIES,
EXPRESS
OR
IMPLIED,
INCLUDING
ANY
WARRANTY
OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THERE ARE NO
WARRANTIES OR REPRESENTATIONS AS TO THE PURITY, ACTIVITY, SAFETY OR
USEFULNESS OF THE MATERIAL OR THAT THE USE OF THE MATERIAL WILL NOT
INFRINGE ANY PATENT OR OTHER PROPRIETARY RIGHT.
11.
RECIPIENT accepts the Material with the knowledge and understanding that the hazardous and
toxicological properties of the Material have not been completely investigated and are unknown and that
the Material should be handled as if it is hazardous until its properties are fully investigated.
RECIPIENT will inform UNIVERSITY in writing of any adverse effects experienced by persons
handling the Material.
12.
UNIVERSITY shall not incur any liability to RECIPIENT if for any reason the Material is not available
for use by RECIPIENT.
13.
RECIPIENT hereby acknowledges that the export of goods and/or technical data from the United States
may require some form of export control license from the U.S. Government. Failure to obtain such
export control license is not a breach of this Agreement by the UNIVERSITY or UTRF. RECIPIENT
agrees to pay any fees or expenses incurred by UNIVERSITY or UTRF to obtain an export license, if
required. RECIPIENT agrees that it will not disclose or re–export any materials or technical data
received under this Agreement to any countries for which the U.S. Government requires an export
license, unless the RECIPIENT has obtained prior written authorization first with the U.S. Office of
Export Control or other authority responsible for such matters. Neither UNIVERSITY nor UTRF
represents that a license(s) shall not be required nor that, if required, it (they) shall be issued.
14.
This Agreement is entered into in the State of Tennessee, United States of America, and shall be
construed and the legal relations of the parties determined in accordance with the laws of the State of
Tennessee.
Signatures on following page.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized
representatives as of the date first above written.
RECIPIENT
THE UNIVERSITY OF TENNESSEE
By: ______________________________
By: _____________________________
Name: ____________________________
Name: ___________________________
Title: _____________________________
Title: ____________________________
Date: _____________________________
Date: ____________________________
RECIPIENT SCIENTIST
UNIVERSITY OF TENNESSEE
RESEARCH FOUNDATION
By: ______________________________
By: _____________________________
Name: ____________________________
Name: ___________________________
Title: _____________________________
Title: ____________________________
Email scanned .pdf version to Neal Stewart, nealstewart@utk.edu
or
mail to
Neal Stewart
Department of Plant Sciences 2431 Joe Johnson Drive
Rm 252 Ellington Plant Sciences
University of Tennessee
Knoxville, TN 37996-4561 USA
tel 865 974 6487
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