UNIVERSITY OF VERMONT AND STATE AGRICULTURAL COLLEGE
AND
<<<COMPANY>>>
MATERIAL TRANSFER AGREEMENT
The University of Vermont and State Agricultural College ("University") and Professor <<UVM
Scientist>> ("Investigator") agree to provide <<COMPANY>> ("Recipient") with material as described
below as requested by <<COMPANY Scientist>> ("Scientist") for use in a research project, subject to
the terms and conditions set forth in this Agreement.
1. This Agreement applies to <<Describe the Material>> listed in Exhibit A, any additional unmodified
progeny or unmodified derivatives of the <<Describe the Material>> and any related information or
know-how which is transferred to Recipient under this Agreement (collectively, the "Material") for
use in Scientist's research described in Exhibit B ("Research").
2. Legal title to the Material will remain with University, including title to any Material contained or
incorporated within modified progeny or modified derivatives made by Recipient’s employees
(“Modifications”). Information relating to the Material provided to Recipient and/or Scientist by the
University or the Investigator considered to be confidential in nature shall be identified as such at the
time it is provided and will be kept in confidence by Recipient and its employees until the earlier of
two (2) years after the termination of this Agreement or this information becomes publicly available
through no fault of the Recipient.
3. University hereby grants Recipient a nonexclusive license to use the Material solely for the
Research. The Material will be used only in Scientist’s laboratory and only by Scientist and
laboratory personnel in conjunction with the Research. Any other use of Material, including, without
limitation, for commercial purposes as a consequence of the Research, shall be subject to a license
that University, in its sole discretion, may negotiate with Recipient. The foregoing notwithstanding,
University does not hereby represent that such license will be available or will be granted.
4. The Material is provided to Recipient for use only in laboratory animals or in vitro experiments.
THE MATERIAL WILL NOT BE USED IN HUMANS.
5. Recipient acknowledged that the Material is experimental in nature and agrees that it will be used
with prudence and appropriate caution, since not all of its characteristics are known. THE
MATERIAL IS PROVIDED WITHOUT WARRANTY OF MERCHANTABILITY OR FITNESS
FOR A PARTICULAR PURPOSE OR ANY OTHER WARRANTY, EXPRESS OR IMPLIED.
University makes no representation or warranty that the use of the Material will not infringe any
patent or other proprietary right.
6. Scientist will inform Investigator in a non-confidential basis of Research results related to the
Material by personal communication or by providing Investigator with copies of any publication or
describing the results of such Research.
7. Scientist and Recipient will acknowledge University and Investigator as the source of the Material in
any publication of Research results.
8. The transfer of the Material grants to Recipient no rights in the Material other than those specifically
set forth in this Agreement.
9. Recipient will, at all times during the term of this Agreement and thereafter, indemnify, defend and
hold University, its trustees, directors, officers, employees, agents, students, investigators and
affiliates, harmless against all claims, proceedings, demands and liabilities of any kind whatsoever,
including legal expenses and reasonable attorneys' fees, arising out of the death of, or injury to, any
person or persons or out of any damage to property, resulting from the use, handling, storage or
disposition of the Material or arising from any obligation of Recipient or Scientist hereunder. In no
event will University be liable for any use of the Material by, or through Recipient or its employees,
or for any loss, claim, damage, or liability, of any kind or nature, arising from or in connection with
this Agreement.
10. Scientist and 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 that may be
applicable to the Material.
11. This Agreement is not assignable, whether by operation of law or otherwise, without the prior
written consent of University.
12. The term of this Agreement will be one (1) year from the Effective Date (the “Term”). Either party
may terminate this Agreement upon thirty (30) days prior written notice to the other party. Upon
termination, Recipient will, at the request of University, return or destroy all unused Material.
13. The parties agree that this Agreement will be enforced and construed according to the laws of the
State of Vermont, without regard to its conflict of laws principles. Both Recipient and University
agree to submit to the jurisdiction of the courts of the State of Vermont.
14. If any provision of this Agreement is declared void, or otherwise unenforceable, such provision shall
be deemed to have been severed from this Agreement, which shall otherwise remain in full force and
effect.
15. This Agreement may not be amended except by written agreement duly signed by authorized
representatives of Recipient and University that expressly, by its terms, amends this Agreement.
16. This Agreement shall be binding upon and inure to the benefit of the parties and their respective
permitted successors and assigns.
17. The Material is provided <<at no cost>> OR <<with an optional transmittal fee of
<<Number>>dollars <<$0.00>> solely to reimburse the Investigator for its preparation and
distribution costs>>.
The Effective Date of this Agreement is <<>>, 2005.
Agreed to and Accepted for:
UNIVERSITY OF VERMONT AND
<<RECIPIENT>>>
STATE AGRICULTURAL COLLEGE
By:
DRAFT
Name:
Title:
Date:
By:
DRAFT
Name:
Title:
Date:
Acknowledged and Agreed:
<<INVESTIGATOR>>
By:
Name:
Title:
Date:
DRAFT
<<SCIENTIST>>
By:
Name:
Title:
Date:
DRAFT
EXHIBIT A
“MATERIAL”
EXHIBIT B
“RESEARCH”