Terms and Conditions of this Agreement. 1. The PROVIDER retains ownership of the MATERIAL, including any MATERIAL contained or incorporated in MODIFICATIONS.
2. The RECIPIENT retains ownership of: (a) MODIFICATIONS (except that, the PROVIDER retains ownership rights to the MATERIAL included therein), and (b) those substances created through the use of the MATERIAL or MODIFICATIONS, but which are not PROGENY, UNMODIFIED DERIVATIVES or MODIFICATIONS (i.e., do not contain the ORIGINAL MATERIAL, PROGENY, UNMODIFIED DERIVATIVES). If either 2 (a) or 2 (b) results from the collaborative efforts of the PROVIDER and the RECIPIENT, joint ownership may be negotiated.
3. The RECIPIENT and the RECIPIENT SCIENTIST agree that the MATERIAL:
(a) is to be used solely for teaching and academic research purposes;
(b) will not be used in human subjects, in clinical trials, or for diagnostic purposes involving human subjects without the written consent of the PROVIDER;
(c) is to be used only at the RECIPIENT organization and only in the RECIPIENT SCIENTIST's laboratory under the direction of the RECIPIENT SCIENTIST or others working under his/her direct supervision; and
(d) will not be transferred to anyone else within the RECIPIENT organization without the prior written consent of the PROVIDER.
4. The RECIPIENT and the RECIPIENT SCIENTIST agree to refer to the PROVIDER any request for the MATERIAL from anyone other than those persons working under the [[Page 12774]] RECIPIENT SCIENTIST's direct supervision. To the extent supplies are available, the PROVIDER or the PROVIDER SCIENTIST agrees to make the MATERIAL available, under a separate implementing letter to this Agreement or other agreement having terms consistent with the terms of this Agreement, to other scientists (at least those at NONPROFIT ORGANIZATION(S)) who wish to replicate the RECIPIENT SCIENTIST's research; provided that such other scientists reimburse the PROVIDER for any costs relating to the preparation and distribution of the MATERIAL.
(a) The RECIPIENT and/or the RECIPIENT SCIENTIST shall have the right, without restriction, to distribute substances created by the RECIPIENT through the use of the ORIGINAL MATERIAL only if those substances are not PROGENY, UNMODIFIED DERIVATIVES, or MODIFICATIONS.
(b) Under a separate implementing letter to this Agreement (or an agreement at least as protective of the PROVIDER's rights), the RECIPIENT may distribute MODIFICATIONS to NONPROFIT ORGANIZATION(S) for research and teaching purposes only.
(c) Without wri...
Terms and Conditions of this Agreement. 1. The Provider retains ownership of the Material, including any Material contained or incorporated in Modifications.
2. The Recipient retains ownership of: (a) Modifications (except that, the Provider retains ownership rights to the Material included therein), and (b) those substances created through the use of the Material or Modifications, but which are not Progeny, Unmodified Derivatives or Modifications (i.e., do not contain the Original Material, Progeny, Unmodified Derivatives). If either 2 (a) or 2 (b) results from the collaborative efforts of the Provider and the Recipient, joint ownership may be negotiated.
3. The Recipient and the Recipient Scientist agree that the Material:
(a) is to be used solely for teaching and academic research purposes;
(b) will not be used in human subjects, in clinical trials, or for diagnostic purposes involving human subjects without the written consent of the Provider;
(c) is to be used only at the Recipient organization and only in the Recipient Scientist laboratory under the direction of the Recipient Scientist or others working under his/her direct supervision; and
(d) will not be transferred to anyone else within the Recipient organization without the prior written consent of the Provider.
4. The Recipient and the Recipient Scientist agree to refer to the Provider any request for the Material from anyone other than those persons working under the Recipient Scientist’s direct supervision. To the extent supplies are available, the Provider or the Provider Scientist agrees to make the Material available, under an agreement having terms consistent with the terms of this Agreement, to other scientists (at least those at Nonprofit Organization(s)) who wish to replicate the Recipient Scientist’s research; provided that such other scientists reimburse the Provider for any costs relating to the preparation and distribution of the Material.
(a) The Recipient and/or the Recipient Scientist shall have the right, without restriction, to distribute substances created by the Recipient through the use of the Original Material only if those substances are not Progeny, Unmodified Derivatives, or Modifications.
(b) Under an agreement at least as protective of the Provider’s rights as this Agreement, the Recipient may distribute Modifications to Nonprofit Organization(s) for research and teaching purposes only.
(c) Without written consent from the Provider, the Recipient and/or the Recipient Scientist may NOT provide Modifications f...
Terms and Conditions of this Agreement. Neither Party shall disclose Confidential Information to a third party, other than:
(i) To such Party’s, or its upstream parents’ (which, in the case of SCE, is Edison International), employees, Lenders, counsel, accountants, advisors or investors, in each case who have a need to know such information and have agreed to keep such terms confidential;
(ii) To potential Lenders with the consent of SCE, which consent will not be unreasonably withheld; provided, disclosure:
(1) Of cash flow and other financial projections to any potential Lender in connection with a potential loan or tax equity investment; or
(2) Of Confidential Information to potential Lenders with whom Seller has negotiated (but not necessarily executed) a term sheet or other similar written mutual understanding, does not require SCE’s consent, and provided further that, in each case such potential Lender has a need to know this information and has agreed to keep such terms confidential;
(iii) By either Party (the “Disclosing Party”), to participants of SCE’s Procurement Review Group, as defined in CPUC Decision 00-00-000, subject to any confidentiality agreements or laws, regulations or regulatory decisions concerning confidentiality which are applicable to SCE’s Procurement Review Group; provided, Seller may only disclose to such entities Confidential Information that is information on the bid and process of SCE’s RAM solicitation; provided further, with respect to non-CPUC PRG participants, neither Party may disclose Confidential Information to such third parties unless and until a written confidentiality or non- disclosure agreement is fully executed between the Disclosing Party and such third-party disclosee. Seller shall provide Notice to SCE of any disclosure by Seller of Confidential Information pursuant to this Section 10.10(a)(iii) of this Agreement.
(iv) By either Party, to the CPUC under seal for purposes of review subject to such Disclosing Party making reasonable efforts to obtain confidentiality protection from the CPUC under Section 583 of the California Public Utilities Code or other statute, order or rule offering comparable confidentiality protection; provided, except as set forth in Sections 10.10(a)(vii), 10.10(a)(viii) and 10.10(b), as applicable, Seller may only disclose to the CPUC Confidential Information that is information on the bid and process of SCE’s RAM solicitation. Seller shall provide Notice to SCE of any disclosure by Seller of Confidential Information purs...
Terms and Conditions of this Agreement. The ORIGINAL MATERIAL specified in the attached Implementing Letter is the property of the PROVIDER, and is, from time to time, made available as a service to the research community. The MATERIAL is provided by the PROVIDER and will be used by the RECIPIENT for teaching and academic research purposes and for the project specified in the Implement Letter only. The MATERIAL is provided at no cost, or with an optional transmittal fee solely to reimburse the PROVIDER for its preparation and distribution costs. If a fee is requested by the PROVIDER, the amount will be indicated in an implementing letter. The PROVIDER retains ownership of the MATERIAL, including any MATERIAL contained or incorporated in MODIFICATIONS. The RECIPIENT retains ownership of:
(a) MODIFICATIONS (except that, the PROVIDER retains ownership rights to the MATERIAL included therein), and
(b) those substances created through the use of the MATERIAL or MODIFICATIONS, but which are not UNMODIFIED DERIVATIVES or MODIFICATIONS (i.e., do not contain the ORIGINAL MATERIAL or UNMODIFIED DERIVATIVES). [If either 5 (a) or 5 (b) results from the collaborative efforts of the PROVIDER and the RECIPIENT, joint ownership, income and/or terms of a commercial license will be negotiated under a separate agreement and signed by the PROVIDER and the RECIPIENT.] The RECIPIENT ORGANISATION and the RECIPIENT SCIENTIST agree that the MATERIAL:
(a) is to be used solely for teaching and academic, non-commercial, non-military scientific research purposes and for the project specified in the Implement Letter;
(b) will not be used in human subjects, in clinical trials, or for diagnostic purposes involving human subjects without the written consent of the PROVIDER;
(c) is to be used only at the RECIPIENT ORGANIZATION and only in the RECIPIENT SCIENTIST's laboratory under the direction of the RECIPIENT SCIENTIST or others working under his/her direct supervision; and
(d) will not be transferred to anyone else within the RECIPIENT ORGANIZATION or to a third party without the prior written consent of the PROVIDER. The RECIPIENT ORGANISATION and the RECIPIENT SCIENTIST agree that:
(a) The RECIPIENT and/or the RECIPIENT SCIENTIST shall have the right, without restriction, to distribute substances created by the RECIPIENT through the use of the ORIGINAL MATERIAL only if those substances are not, UNMODIFIED DERIVATIVES, or MODIFICATIONS.
(b) Without written consent from the PROVIDER, the RECIPIENT and/or the RECIPIENT SCIENTI...
Terms and Conditions of this Agreement. If all of the conditions set forth in this Agreement are satisfied, an award of restricted Shares under the Plan will be made to the Recipient on the Grant Date. No Shares will be delivered to the Recipient or transferred into the Recipient’s name until the Grant Date and the Recipient shall have no rights to any Shares or any rights associated with such Shares (such as dividends or voting rights) until the Grant Date. Shares will be delivered to the Recipient or the Recipient’s estate on the Release Date indicated above on which the Shares cease to be subject to risk of forfeiture pursuant to the terms of this Agreement and the terms of the Plan, subject to all terms and conditions set forth in this Agreement. If the Recipient is resident outside of the United States on the Grant Date, the Compensation Committee (or its designee), in its sole discretion, may select an alternate Grant Date which is not later than the Release Date. If the Compensation Committee (or its designee) selects such an alternate Grant Date, the Recipient will receive from Recipient’s employer a cash payment, less all applicable taxes, equal to the dividend that would be paid on an equivalent number of shares of Company Stock, beginning at the time a dividend would have been paid had Shares been Granted on the original Grant Date listed above.
Terms and Conditions of this Agreement. The DATA and any other information provided is made available as a service to the research community and no ownership rights in the DATA and any other information shall be obtained by RECIPIENT under this Agreement. DATA shall be provided by PROVIDER in a sufficiently secure manner and Parties shall handle all DATA in accordance with the APPLICABLE DATA PROTECTION LAW and shall keep such DATA confidential without any of the exclusions contained in Article 11 below. With respect to the DATA, RECIPIENT shall be considered to be a separate data controller under the APPLICABLE DATA PROTECTION LAW for the processing of the DATA for RECIPIENT’S RESEARCH PLAN. RECIPIENT shall implement appropriate technical and organizational measures to meet the requirements for data controllers of the APPLICABLE DATA PROTECTION LAW. If RECIPIENT becomes aware of a personal data breach, RECIPIENT shall promptly notify PROVIDER. In such a case Parties will fully cooperate with each other to remedy the personal data breach, fulfill the statutory notification obligations timely and cure any damages. The term ‘personal data breach’ refers to articles 33 and 34 of GDPR. In the event that SUBJECT withdraws his/her permission for the use thereof, PROVIDER shall supply RECIPIENT with sufficient information and RECIPIENT shall immediately cease all use of the relevant DATA and shall delete all copies of the relevant DATA. Upon request from PROVIDER, RECIPIENT shall confirm in writing the complete deletion of such DATA. PROVIDER shall be data controller of the DATA under the GDPR up until the moment the DATA is provided to RECIPIENT. The Parties’ contact details for inquiries regarding handling and protection of DATA are as follows: For RECIPIENT, to:
e- mail: Name: Address:
e- mail:
Terms and Conditions of this Agreement. 3.1. The Recipient agrees
a) to use the Data solely for carrying out the experiments and analyses which are described in Appendix B (“Research”).
b) that any use not described in Appendix B is subject to a prior written consent of NFBC PC and a separate agreement or an addendum or amendment to this Agreement.
c) to use the Data only at the Recipient organization and only by the Recipient Scientist’s research group under the direction of the Recipient Scientist.
d) that to maintain the rights under this Agreement it must obtain the written consent of NFBC PC before changing the Recipient Scientist.
e) not to transfer the Data in whole or in part to anyone else within the Recipient organization than the persons authorized herein nor to any third party without the prior written consent of the NFBC PC.
f) to use, store and dispose of the Data in compliance with all applicable laws, rules and regulations, this Agreement and the Provider’s written instructions.
g) to submit to the NFBC PC any new data generated from the analyses of Data upon completion of the analyses, the practicalities for which will be agreed between the Provider Scientist and the Recipient Scientist where necessary. The new data can be for example modified variables that could be used in future research. The Recipient must also submit any relevant documentation related to the new data to the Provider to facilitate future research.
h) the NFBC PC has the right to incorporate the submitted new data into the NFBC database to be provided to internal or third-party researchers at the Provider’s discretion. In such case the Recipient will be acknowledged appropriately in Publications utilising that data in accordance with the ICMJE recommendations (xxx.xxxxx.xxx/xxxxxxxxxxxxxxx/) and as agreed between the Provider Scientist and the Recipient Scientist.
i) to send to the NFBC PC a manuscript describing the results it has obtained from the analysis of the Data in the performance of the Research (“Results”) 15 days before submitting the manuscript. If the NFBC PC does not provide the Recipient with any objections (such as misinterpretation of the original data or failing to acknowledge co-authorships as agreed by the Recipient) to the manuscript within the 15 days, the Recipient is free to publish the manuscript. The Provider will keep the manuscript confidential and not use it without the prior written consent of the Recipient.
j) to include as authors those Provider´s employees identified by NFBC P...
Terms and Conditions of this Agreement. 1. The PROVIDER retains ownership of the MATERIAL, including any MATERIAL contained or incorporated in MODIFICATIONS or OTHER SUBSTANCES. The PROVIDER also retains any and all rights, including but not limited to patent rights, trademarks, and other proprietary rights, in and to the MATERIAL.
2. The RECIPIENT retains ownership of: (a) MODIFICATIONS (except that, the PROVIDER retains ownership rights to the MATERIAL included therein), and (b)
Terms and Conditions of this Agreement. The PROVIDER retains ownership of the MATERIAL, including any MATERIAL contained or incorporated in MODIFICATIONS. The RECIPIENT retains ownership of: (a) MODIFICATIONS (except that, the PROVIDER retains ownership rights to the MATERIAL include therein), and (b) those substances created through the use of the MATERIAL or MODIFICATIONS, but which are PROGENY, UNMODIFIED DERIVATIVES or MODIFICATIONS (i.e. do not contain the ORIGINAL MATERIAL, PROGENY, UNMODIFIED DERIVATIVES). If either 2(a) or 2(b) results from the collaborative efforts of the PROVIDER and the RECIPIENT, joint ownership may be negotiated. The RECIPIENT and the RECIPIENT SCIENTIST agree that the MATERIAL: Is to be used solely for teaching and academic research purposes; Will not be used in human subjects, in clinical trials, or for diagnostic purposes involving human subjects without the written consent of the PROVIDER; Is to be used only at the RECIPIENTS organization and only in the RECIPIENT SCIENTIST’S laboratory under the direction of the RECIPIENT SCIENTIST or others working under his/her supervision; and Will not be transferred to anyone else within the RECIPIENTS organization without the prior written consent of the PROVIDER. The RECIPIENT and the RECIPIENT SCIENTIST agree to refer to the PROVIDER any request for the MATERIAL from anyone other than those working under the RECIPIENT SCIENTIST’S direct supervision. To the extend supplies are available, the PROVIDER or the PROVIDER SCIENTIST agree to make the MATERIAL available, under a separate agreement having terms consistent with the terms of this Agreement, to other scientists (at least those at NONPROFIT ORGANISATION(S)) who wish to replicate RECIPIENT SCIENTIST’S research; provide that such other scientists reimburse the PROVIDER for any costs relating to the preparation and distribution of the MATERIAL.
(a) The RECIPIENT and/or the RECIPIENT SCIENTIST shall have the right, without restriction, to distribute substances created by the RECIPIENT through the use of the ORIGINAL MATERIAL only if those substances are not PROGENY, UNMODIFIED DERIVATIVES, or MODIFICATIONS.
(b) Under a separate agreement at least as protective of the PROVIDER’S rights, the RECIPIENT may distribute MODIFICATIONS to NONPROFIT ORGANISATION(S) for research and teaching purposes only.
(c) Without written consent from the PROVIDER, the RECIPIENT and/or the RECIPIENT SCIENTIST may NOT provide MODIFICATIONS for COMMERCIAL PURPOSES. It is recognized by the RECIPIE...
Terms and Conditions of this Agreement. Recipient agrees that the Materials and/or Data are to be used solely for teaching or non-for-profit research detailed in the Research and for the duration described in the Material Transfer Registration Request.
