Common use of Terms and Conditions of the MTA Clause in Contracts

Terms and Conditions of the MTA. 1. This MTA applies to all Materials transferred within the scope of the Thematic Area. 2. The Providing Party retains all legal title and all rights for all Materials, including any Material incorporated or contained in Modifications. 3. Materials are to be used only at the Receiving Party’s institutional facilities by Staff under the supervision of a representative that signed this MTA, within the scope of the Thematic Area. 4. Except as expressly provided in this MTA, no rights are granted to the Receiving Party under any patent applications, trade secrets or other proprietary rights of the Providing Party. 5. Materials are provided for research & development purposes only. The Receiving Party agrees that for any envisioned sale of a Material, Modification or related commercial services, the Receiving Party shall in advance negotiate in good faith with the Providing Party the terms of a commercial license. It is understood by the Receiving Party that the Providing Party shall have no obligation to grant such a license. 6. The Receiving Party shall not transfer any Material or any Modification to third parties without the prior written approval of the Providing Party. 7. If, in the performance of activities related to this MTA, a Party is given access to information that the Provider considers confidential, the rights and obligations of the Parties with respect to such Confidential Information shall be governed by the terms and conditions set forth in Annex 2, which is an integral part of this MTA. 8. The Receiving Party may not engage in reverse-engineering, disassembly or decompilation efforts of Materials obtained through this MTA. 9. The Receiving Party may not analyze Materials obtained through this MTA except to the extent defined in the Thematic Area. 10. Upon request, the Receiving Party will send the Providing Party a confidential summary of results obtained with Materials and Modifications. 11. If the Receiving Party’s work with a Material or Modification results in an Invention for which it intends to file a patent or other intellectual property right, it may do so only after disclosing the Invention to the Providing Party. Both Parties have to agree before an intellectual property right can be filed. The determination of patent ownership shall be based on inventorship. 12. If the Receiving Party wishes to publicly disseminate results obtained based on a Modification in the scientific/technical literature or in a presentation at a scientific/technical conference, the Providing Party is allowed to review any manuscript or presentation before public dissemination for thirty (30) days and may block publication of its own proprietary or Confidential Information related to a Material. The Providing Party shall be acknowledged in the manuscript or publication unless if it prefers otherwise. At a minimum, the Receiving Party is allowed to publicly disseminate: a) results for Modifications within the scope of the Thematic Area, but not results related to a Material and its characteristics in its unmodified form; b) the identity of the Providing Party and the name of the furnished Material, to the extent necessary to permit for a reproducible experimental description according to scientific standards. 13. Materials are experimental and will be used by the Receiving Party with prudence and appropriate caution, as not all of its characteristics are known. Materials will not be used in/for humans or animals. 14. The Receiving Party will use Materials in compliance with all applicable laws, regulations and guidelines. 15. The Receiving Party shall retain the right to refuse Materials. The Receiving Party shall inform the Disclosing Party of such a refusal and shall be obliged to return to the Disclosing Party any refused Materials that were already received. 16. The contents of this MTA are confidential. It may not be forwarded to any third party without the other Party’s consent.