Common use of Transfer of Material Clause in Contracts

Transfer of Material. If any Materials are transferred for the performance of the Project from one Party (including through its Affiliated Entities or third parties) (“Providing Party”) to another Party (“Recipient Party”), or to its Affiliated Entities or third parties, each Recipient Party shall be bound by the following provisions and shall be responsible for ensuring that its Affiliated Entities and third parties comply with such provisions: The Recipient Party needs to have all the required authorisations under all applicable laws and regulations to perform the allocated work using the Materials. The Materials shall be used by Recipient Party in full compliance with all applicable laws and regulations. The Materials shall be used solely for performance of the Project in accordance with this Consortium Agreement. The Materials will under no circumstances be administered to humans, unless this is specifically required in accordance with the Project Application. The Materials shall not be analysed or modified except as necessary for the purpose of the Project. The Materials shall not be transferred or made by the Recipient Party available to any individual other than those under the supervision and control of the Recipient Party, its Affiliates or third parties. Upon completion of the Project, or the expiry or termination of this Consortium Agreement, any unused Materials will be either returned to the Providing Party at its written direction, which made them available, or disposed of/destroyed in accordance with all applicable laws and regulations and provide Providing Party with a written confirmation of such disposal or destruction. All Materials are transferred with no warranties, express or implied, of merchantability or fitness for a particular purpose or otherwise. In particular, no Providing Party represents or warrants that the use of the Materials will not infringe or violate any patent or proprietary rights of third parties. The Materials are to be used with caution and prudence in any experimental work, since not all of the characteristics are necessarily known. The Recipient Party using the Materials shall bear all risk to it and/or any other risks resulting, directly or indirectly, from its use, application, storage or disposal/destruction of the Materials. In case that a Providing Party requires more stringent clauses in order to protect its Materials to be transferred under the Project, the relevant Parties may agree to enter into a separate material transfer agreement. Such a material transfer agreement may not contain provisions contradicting this Consortium Agreement or limiting any usage rights already granted under this Consortium Agreement. In case of contradicting clauses the Consortium Agreement shall prevail. This Agreement shall not be construed by the Recipient Party, its Affiliates and third parties to convey an assignment by the Providing Party of any of its rights in the Material except the right to use the Material as provided for hereunder.