SLET VED AFTALEINDGÅELSE
SLET VED AFTALEINDGÅELSE
Denne standard MTA må kun anvendes i de situationer, hvor Hospitalet sender biologisk materiale udelukkende til modtageres egne forskningsaktiviteter. I dette tilfælde er kontrakten forhåndsgodkendt af Jura og Kontrakter i Center for Regional Udvikling og skal, efter opdatering af de specifikke oplysninger, ikke sendes til juridisk godkendelse.
I alle andre tilfælde, herunder hvor Hospitalet ønsker specifikke vilkår forhandlet, skal der rettes henvendelse til Jura og Kontrakter med henblik på udarbejdelse af en specifik aftale.
This Material Transfer Agreement (hereinafter referred to as the "Agreement") is made by and between
[Name of the Hospital]
[Address]
(hereinafter referred to as "Provider")
and
[Name of Recipient]
[Address]
(hereinafter referred to as "Recipient")
(each hereinafter individually referred to as "Party" and jointly as "Parties")
WHEREAS Transferor owns or controls certain tangible materials in the form of various samples of [DE-SCRIBTION OF MATERIAL], as further defined in Appendix A, and
WHEREAS Transferor is willing to provide access to the Material on the terms and conditions specified in this Agreement;
NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants contained in this Agreement, the Parties agree as follows:
1.Definitions
“Foreground Knowledge” means any result including but not limited to any material, information and know-how, whether or not they can be protected, arising from the use in accordance with Clause 3, as well as copyrights or rights pertaining to such results following applications for, or the issue of patents, designs, plant varieties, supplementary protection certificates or similar forms of protection.
“Material” means the Original Material including Progeny and Unmodified Derivatives as well as know-how in any form including information provided in written, oral or visual form. The Material must not include Modifications.
“Modifications” means substances created by the Recipient which contain and incorporate the Material.
“Original Material” means the material which the Provider transfers to the Recipient under this Agreement as described in Appendix A.
“Permitted Use” means the area of research within which the Recipient is allowed to use the Material as described in Appendix B.
“Progeny” means unmodified descendants from the Materials, such as virus from virus, cell from cell or organism from organism.
“Unmodified Derivatives” means substances created by the Recipient, which constitute an unmodified functional subunit or product expressed by the Original Material. Unmodified Derivatives include, but are not limited to, subclones of unmodified cell lines, purified or fractionated subsets of the Original Material, proteins expressed by DNA/RNA supplied by the Provider, or monoclonal antibodies secreted by a hybridoma cell line.
2.Ownership
2.1.The Material must remain the property of the Provider. The right of ownership to Modifications accrues to the Recipient. However, the Provider retains ownership of the Material included in Modifications.
2.2.The Recipient will not obtain or attempt to obtain patent coverage on the Material or any use hereof without the prior written consent of the Provider.
2.3.The right of ownership to Foreground Knowledge must belong to the Party or Parties whose employees have generated the relevant Foreground Knowledge based on the employees’ individual intellectual contributions.
3.Recipient's use of the Material and Modifications
3.1.The Provider grants to the Recipient the right during the term of the Agreement to use the Material for non-commercial research within the Permitted Use.
0.0.Xx is understood and agreed that the Material is experimental in nature and may have unknown characteristics. Furthermore, the Material is provided “as is” and without warranty, express or implied, including without limitation, warranty of merchantability and fitness for a particular purpose.
3.3.The Recipient may not under any circumstances use the Material in human subjects, in clinical trials, or for diagnostic purposes involving human subjects. The Material must at all times be used in compliance with all applicable laws, guidelines and regulations including, but not limited to, laws and regulations pertaining to import, export and environment.
3.4.The Recipient must limit access to the Material to those of its staff who need access to the Material for the Permitted Use, and must secure that any such persons with access to the Material complies with this Agreement and all applicable laws of data privacy.
3.5.The Recipient must, at the request of the Provider, return and/ or destroy the Material with guidance from Provider at the sole cost of the Recipient.
3.6.Any use of the Material or Modifications by the Recipient for other purposes than the Permitted Use requires the prior written consent of the Provider.
3.7.Any distribution of the Material or Modifications to any third party by the Recipient requires the prior written consent of the Provider.
3.8.The Recipient will have the right, without restriction, to distribute and use substances created by the Recipient through the use of the Original Material if those substances are not Progeny, Unmodified Derivatives or Modifications, provided that such use and distribution is in compliance with applicable laws of data privacy.
4.Provider's use of Modifications
4.1.The Recipient grants to the Provider an unlimited non-exclusive royalty-free license to use the Modifications for internal non-commercial research and educational purposes.
[TO BE DELETED IF NOT APPLICABLE]
4.2.The Recipient must keep the Provider informed about Modifications which are conceived or reduced to practice by the Recipient. Upon request from the Provider, the Recipient must supply a sample of any Modifications to the Provider.
5.Transfer
5.1 The cost of the transfer of the Materiel must be borne by the Recipient.
6.Acknowledgement
6.1.The Recipient decides independently whether and to what extent the research in accordance with Clause 3.1 will be subject to publication. In publications arising from the use in accordance with Clause 3.1 the Recipient will suitably acknowledge the Material supplied by the Transferor.
7.Confidentiality
The Transferor agrees not to supply the Recipient with confidential information, and the Recipient agrees not to supply the Transferor with confidential information. If such information is going to be exchanged the Parties will enter into a mutual confidentiality agreement.
8.Limitation of liability
8.1.The Material is provided "as is" and the Provider expressly disclaims all warranties of any kind concerning the Material, express or implied, including, without limitation, warranties of merchantability, fitness for a particular purpose and non-infringement of third party intellectual property rights.
8.2.Except to the extent prohibited by law, the Recipient assumes all liability for damages which may arise from its use, storage or disposal of the Material. The Recipient will at all times during the term of this Agreement and thereafter, indemnify, defend and hold the Provider harmless against all claims, proceedings, demands and liabilities of any kind whatsoever. This must include legal expenses and reasonable attorneys' fees, arising out of the death or injury to any person or persons or out of any damage to property, resulting from the use, handling, storage or disposition of the Material or arising from any obligation of the Recipient hereunder.
8.3.The Recipient accepts that the Provider is entitled to seek injunctive relief in any applicable jurisdiction to prevent breach of this Agreement and to seek specific performance of this Agreement in addition to all other available remedies.
9.Term and termination
9.1.This Agreement must enter into force on the date of the latest signature by the Parties on this Agreement.
9.2.This Agreement may be terminated by either Party with immediate effect by giving written notice to the other Party. Recipient shall upon Transferor's instruction promptly return to Transferor the remaining Material in its possession or – at Transferor's sole discretion – certify in writing to Transferor that Recipient has destroyed all the remaining Material in its possession.
9.3.Unless terminated or otherwise extended by mutual written agreement, this Agreement should automatically terminate one (1) year after its entry into force. However, the rights and obligations of the Parties which by intent or meaning have validity beyond termination as set forth above shall survive expiration or termination of the Agreement.
10.Miscellaneous
10.1.This Agreement may not be assigned to any third party without the prior written consent of the Provider.
10.2.If any section of this Agreement is deemed unenforceable or invalid for any reason, the remaining parts of this Agreement shall not be affected hereby. The Parties shall enter into negotiations for the purpose of substituting such section with a corresponding, valid and enforceable wording, if possible.
10.3.This Agreement constitutes the entire agreement, both written and oral, between the Parties and all signatories hereof with respect to the subject matter hereof, and supersedes all prior agreements regarding the matter regulated in this agreement. No amendment or change hereof or addition hereto must be effective or binding on either of the Parties hereto unless reduced to writing and duly executed on behalf of both Parties.
11.Governing Law and Venue
11.1.This Agreement must be governed by the laws of Denmark. This applies whether or not the application of international private law and choice of law rules may lead to the application of another country’s laws.
11.2.If an amicable settlement cannot be reached, any dispute arising out of the provisions of this Agreement must be settled in the first instance by the Danish Courts.
Signatures
This Agreement must be signed by the authorized signatories of each Party.
On behalf of Provider |
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On behalf of Recipient |
Place: |
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Place: |
[Date] |
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[Date] |
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[Name, title] |
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[Name, title] |
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Place: |
[Date] |
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[Name, title] |
APPENDIX A
Type and Quantity of the Material
APPENDIX B
Permitted Use