Our Ref:
Dear Sirs,
Date
AGREEMENT GOVERNING THE SUPPLY OF PROPRIETARY MATERIAL
SIMPLE MATERIAL TRANSFER LETTER AGREEMENT TO UNIVERSITY FROM
COMPANY
DRAFT
This Letter Agreement sets out the terms under which YYY…. Limited ("YYY") are prepared to supply Dr/Professor ............ of the University of ............... with a sample of ..........................................................., based on YYY's [proprietary …………] technology ("the Material"). The Material is proprietary to YYY and before the same can be made available to you, it will be necessary for you to agree to the following terms and conditions:
(i) You agree to use the Material for the sole purpose of the evaluation described in the attached protocol ("the Study").
(ii) You agree not to distribute or release the Material and any derivatives of the Material or other products derived directly or indirectly from the
Material (“Derivatives”) to anyone outside of your laboratory at .................................................. In addition, you agree that the Material and the Derivatives will be kept in your laboratory, and will not be moved to any other location unless written permission is first obtained from YYY
(such permission will not be unreasonably withheld).
iii) You agree to keep in confidence and not use, other than as provided in this Agreement, the proprietary information and materials of YYY.
However, there is no obligation as to information or materials which are available from an independent source, are published, or turn out to have

b) been already known to you, or have been developed independently of any confidential information disclosed under this Agreement. You will not publish any of the results from the Study that would disclose any confidential information or identify proprietary materials provided by
YYY without YYY's review and prior written consent. You will supply a report of all results and findings to YYY promptly at the conclusion of the
Study.
(iv) YYY reserves the right at any time to require you to immediately cease using the Material and the Derivatives and to return or destroy (as YYY may reasonably direct) all Material or Derivatives in your possession or under your control, save that you may retain one copy of each document and a specimen of Material and Derivatives for archive purposes. If requested, you agree to certify that you have complied in full with any such directive of YYY.
(v) a) The Intellectual Property Rights in the Material shall remain the absolute unencumbered property of YYY. You agree that you will not use the Intellectual Property Rights in the Material for any purpose other than for the purpose described in this Agreement.
All Intellectual Property Rights arising from the work undertaken in connection with the Study shall belong to YYY and you hereby assign title to all such Intellectual Property Rights to YYY.
You shall assist YYY in any patent or application for other protection that
YYY may seek in relation to Intellectual Property Rights resulting from the work carried out in connection with the Study provided that YYY shall be responsible for your reasonable expenses in so doing (such expenses to be agreed with YYY in advance).
Upon termination of this Agreement for any reason whatsoever you shall cease to use or make use of the Intellectual Property Rights of YYY

and shall promptly return all unused stocks of the Material and
Derivatives and all copies of Know-How and shall retain no copies of the same, save that you may retain one copy of each document and a specimen of Material and Derivatives for archive purposes
The provisions of this sub-clause (v) shall survive the termination of this
Agreement for any reason. The definitions in Appendix 2 shall apply to this clause (v).
(vi) Nothing in this Agreement shall be construed as granting to you any right or licence in the information you receive hereunder or in any patent or patent application owned by us or licensed to us pertaining to the
Material, the Derivatives and/or its or their properties, and that the
Material and all of its uses, known or unknown, are the property of YYY.
(vii) The Material is of an experimental nature and is provided without warranty of merchantability or fitness for a particular purpose or any other warranty as representation whether express or implied. Without limiting the foregoing, YYY makes no representations that the Material is safe, non-hazardous or non-toxic nor as to the testing of the Material for the presence or absence of pathogens or otherwise. You agree that YYY and its employees, servants or agents shall have no liability whether in contract, tort, statute or otherwise in connection with your use of the
Material or the Derivatives. Moreover, you agree to indemnify and hold us harmless against all claims damages asserted by third parties arising from your use, storage, handling and/or disposal of the Material or the
Derivatives.
(viii) This Agreement is governed by English law and the parties submit themselves to the non-exclusive jurisdiction of the English courts.

(ix) The benefit and burden of this Agreement may be assigned by YYY and you will if required by the assignee enter into a novation of this
Agreement with the assignee.
If the foregoing terms are acceptable, please date and sign the Agreement in the space provided below and return one copy to us at the above address. On receipt of the signed letter, the Material requested will be forwarded to you.
Yours sincerely,
_________________________________
For and on behalf of
YYY Limited
We accept the above terms.
______________________________________ ________________________
For and on behalf of Date
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APPENDIX 1
THE PROTOCOL

APPENDIX 2
DEFINITIONS
“Intellectual Property Rights” shall mean intellectual property of any description including but not limited to all inventions, designs, information, specifications, formulae, improvements, discoveries, know-how, data, processes, methods, techniques and the intellectual property rights therein, including but not limited to, patents, copyrights, database rights, design rights (registered and unregistered), trade marks, trade names and service marks, applications for any of the above.
and
“Know-How” means information, data, know-how, experience, conventions, designs, materials of any sort, written material, magnetic media, ideas or concepts whether patentable or not including but not limited to all designs or manufacturing techniques, operating instructions, machinery designs, raw material or products specifications, drawings, blue prints and any other technical and commercial information relating to research, design, development, manufacture, assembly, use or sale.