MATERIAL TRANSFER AGREEMENT
This material transfer agreement (the “Agreement”) is made on ___________________ 2013 between
_________________, having its registered office at _______________________ (hereinafter referred
to as: “Institution”)
and
___________________________, having its registered office at ____ (hereinafter referred to as:
"Recipient").
WHEREAS:
(i) the Institution is in possession of the material described in Schedule 1 (hereinafter referred to as:
"Material"),
(ii) the Recipient wants to obtain the Material for use in the research project entitled
“_______________” as described in Schedule 2 (hereinafter referred to as: "Study"),
(iii) the Institution is prepared to supply the Recipient with the Material under the terms and
conditions set forth hereinafter.
NOW THEREFORE the Institution and the Recipient (hereinafter referred to as: “Parties”) agree as
follows:
The Schedules attached hereto form an integral part of this Agreement and shall have effect as if set
out in full in the body of this Agreement and accordingly any reference to this Agreement includes the
Schedules.
1.
The Institution shall supply the Material to Recipient as soon as possible after the execution
by both Parties of this Agreement.
2.
The Institution shall remain the sole owner of the Material.
3.
(a)
The Recipient shall utilise the Material exclusively in the Study. Nothing in this
Agreement shall be deemed to grant the Recipient any rights under any patent or
patent application, nor any rights to use the Material for any product or process or
otherwise for any commercial purpose.
(b)
The Recipient agrees not to analyse or reverse engineer the Material unless such
testing is explicitly identified as forming part of the Study attached to this Agreement
as Schedule 2.
4.
The Recipient shall not transmit by any means whatsoever all or part of the Material to any
third party without the prior and written consent of the Institution.
5.
The Recipient undertakes to limit access to the Material exclusively to XXXX [identify
persons within the Recipient]. The Recipient undertakes to have XXXX comply with the
provisions of this Agreement.
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6.
7.
(a)
Any information relating to either Party's operations not concerning the Study shall
be regarded as confidential and will not without prior written consent of the owning
Party be used, published or disclosed.
(b)
The Study and Material shall be maintained on a confidential basis between the
Parties. The Recipient shall not, without the prior written consent of the Institution,
disclose to any third party the results of the Study or information pertaining to the
Material or to any other material that could not have been made but for the
Recipient’s access to the Material under this Agreement.
(c)
The foregoing obligations relating to confidentiality shall not apply to information,
which was in the public domain at the time of disclosure or subsequently enters the
public domain through no fault of the Party receiving such information.
(a)
Notwithstanding the provisions of clause 6 above, it is recognised that the Recipient
may wish to publish or present the results of the Study and otherwise disclose the
results of the Study in accordance with academic practice. The Recipient agrees to
provide drafts of proposed publication to the Institution at least sixty (60) days prior
to submission for publication or presentation. Upon reviewing the proposed
publication or presentation, the Institution may request in writing that publication or
presentation be delayed in order to protect the commercial interests of the Institution.
Consent to publish may be given subject to the exclusion of certain information to
protect commercially sensitive information, but will not be unreasonably restrictive as
to content nor involve more than the minimum delay to protect commercial interests,
such delay not to exceed twelve (12) months from the date of submission of the draft
publication or presentation to the Institution.
(b)
Subject to the provisions of clause 7a above, the Recipient agrees that it will
acknowledge the input of the Institution in any and all publications or disclosures or
similar resulting from the Study.
8.
The Institution does not warrant that the use of the Material does not or will not infringe any
patent and/or any other intellectual property right. The Institution shall have no obligation to
obtain or provide licenses that may be required for the use of the Material by the Recipient.
9.
In consideration of the Institution providing the Material, the Recipient agrees to promptly/on
a quarterly/annually basis inform the Institution, in confidence, of any and all results,
discoveries, inventions or know-how related to the Material or its use, whether patentable or
not, conceived or reduced to practice by the Recipient through the use of the Material
(hereinafter referred as: "Developments"). A final report detailing all the Developments
(hereinafter referred as: “Final Report”) shall be submitted by the Recipient to the Institution
not later than three (3) months following the projected end date of the Study stated in the
Schedule.
10.
In the event that the Developments constitute the Material, they will be owned by the
Institution in accordance with section 2 of this Agreement. In the event that the
Developments do not constitute the Material they will be owned by the Recipient.
11.
(a)
The Recipient grants to the Institution an irrevocable, royalty-free, non-exclusive
license to use the Developments which do not constitute the Material for the purpose
of the Institution's research and teaching activity.
(b)
In the event that the Recipient wishes to use the Material for the evaluation,
development, production or sale of a commercial product it shall promptly inform the
Institution in writing of any such application and the Institution shall decide whether
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to enter into negotiations with the Recipient for the granting of a license for such
application, subject to any obligations existing at the time of negotiation.
(c)
The Institution will have the first right to negotiate with the Recipient, on commercial
and reasonable terms, a license to use the Developments which do not constitute the
Material for commercial purposes. Such right shall be exercisable provided that,
within three (3) months of the Recipient having provided the Institution with the Final
Report, the Institution gives the Recipient a written notice of its intention to exercise
such right.
12.
The Recipient shall use the Material in compliance with all laws and regulations both
nationally and internationally, including regulations covering work with recombinant material
and import of the Materials, should such be applicable.
13.
The Recipient agrees that the Material is experimental in nature, and is provided by the
Institution with no warranties, express or implied; including any warranty of merchantability
or fitness for a particular use or that the use of the Materials will not infringe any patent or
other third party rights. To the maximum extent permitted by the applicable law the
Institution excludes its liability for any and all loss (including but not limited to loss of profit),
damages and/or claims which might arise from or in connection to this Agreement or as a
result of the Recipient's use, handling, storage or disposal of the Material. The Recipient
agrees to fully indemnify the Institution against any claims or liabilities, which might arise
from or in connection to this Agreement or as a result of the Recipient's use, handling, storage
or disposal of the Material.
14.
The Recipient shall bear the costs of shipment of the Material. Any Material remaining upon
completion of the Study the Recipient shall, at the written instruction of the Institution, either
return to the Institution or destroy in accordance with the applicable laws and regulations and
the Institution’s specific instructions, if any.
15.
This Agreement shall in all respects be governed by the Serbian law. Any dispute arising in
connection to this Agreement which the Parties cannot resolve in an amicable way, shall be
submitted to the competent court in Belgrade.
Signed on behalf of the Institution
Signed on behalf of the Recipient
Signature:………………………
Signature:………………………
Date: ………………………
Date: ………………………
Name: ………………………
Name: ………………………
Position: ………………………
Position: ………………………
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SCHEDULES
Schedule 1
The materials that are covered under this Agreement include:
a) ………………
b) ………………
c) ………………
which together with any parts or sub-units, descendants, progeny, mutants, mutations or other
unmodified derivatives thereof are referred to as the "Material".
Schedule 2: The Study
Recipient’s use of the Materials:
Insert description of the Study and the use of the Materials
Anticipated timescale of the Study:
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