B edriftsnavn: Helse Førde Material Transfer Agreement Dokument-id: D25106

	B edriftsnavn: Helse Førde	Material Transfer Agreement		Dokument-id: D25106
				Skjema
Organisasjon Forsking og innovasjon Skjema og vedlegg				Versjon 1.00	Gyldig frå 09.06.2020	Rev. innan 09.06.2022
		Utarbeidd av Xxxxxx Xxxxxxx Xxx Xxxxx, Xxxxxxxx Xxxxxxxxx Xxxxxxxxx	Godkjent av Xxxxxxx, Xxxx Xxxxxxx	XX-ansvarleg Xxxxxxx, Xxxxx Xxxxxx

Material Transfer Agreement

This Agreement is made by and between:

a) Helse Førde, XXXX, Førde, Norway (“the Donor Institution”)

and

b) <Name of Recipient Scientist’s Institution and address> (“the Recipient Institution”)

This Agreement records the terms under which the Donor Institution will make available fill inn (the “Material”).

The transfer of the Material is regulated in accordance to the Norwegian Health Research Act and by following approval (if applicable):

• Ethical approval from Regional Committee for Medical Research Etichs, xxx.xx.: yyyy/nnnn

The Recipient Institution will hold the Material on the terms of this Agreement and solely for the purpose of fill inn (“the Research Project”) as described in attached protocol and within the research group of NN (“the Recipient Scientist”). The Material will be made available for the Recipient Institution without any direct personal identification to the human subjects and under the following conditions:

1. The Material and the data derived from the Material may only be used by those under the Recipient Scientist’s direct supervision in the Recipient Institution’s laboratories under suitable containment conditions, and in compliance with all applicable statutes and regulations. THE MATERIAL MAY NOT BE USED IN HUMAN SUBJECTS OR FOR CLINICAL OR DIAGNOSTIC PURPOSES.

2. The Material must be restricted to research experimentation in compliance with Annex 1 to this Agreement, applicable laws, regulations and necessary approvals.

3. The Recipient Institution will reimburse the Donor Institution for its costs of producing/or shipping the Material in the amount of NOK XX. / The Donor Institution will provide and ship the Material to the Recipient Institution free of charge. <stryk den foregående setningen som ikke er aktuell> The Donor Institution will arrange the shipping of the Material to the Recipient Institution and will be responsible for the Material until the Material is delivered.

4. The Recipient Institution will not transfer the Material to any other body, or permit its use within the Recipient Institution other than by the Recipient Scientist’s research group, without (in each case) prior written consent from the Donor Institution. The Material may not be used by the Recipient Scientist in research which is subject to the provision of any rights to a commercial third party without prior written consent.

5. The Recipient Institution understands that the Material is experimental in nature, and may have hazardous properties. The Donor Institution makes no representations and gives no warranties either expressed or implied in relation to it: for example, no warranties are given about quality or fitness for a particular purpose; or that the use of the Material will not infringe any intellectual property or other rights of third parties. The Donor Institution will not be liable for any use made of the Material.

6. Except to the extent prohibited by law, the Recipient Institution assumes all liability for damages which may arise from its receipt, use, storage or disposal of the Material. The Donor Institution will not be liable to the Recipient Institution for any loss, claim or demand made by the Recipient Institution, or made against the Recipient Institution by any other party, due to or arising from the use of the Material by the Recipient Institution, except to the extent the law otherwise requires.

7. The liability of either party for any breach of this Agreement, or arising in any other way out of the subject matter of this Agreement, will not extend to loss of business or profit, or to any indirect or consequential damages or losses.

8. The Recipient Scientist will acknowledge the source of the Material in any publication reporting on its use. If the Recipient Scientist wishes to include in a publication any information which has been provided by the Donor Institution with the Material and which was clearly marked as “confidential” and “proprietary” at the point of disclosure (“Confidential Information”), the Recipient Scientist will provide Donor Institution with a copy of the text prior to publication not less than thirty (30) days prior to the intended date of publication so that Donor Institution may have reasonable opportunity to review and comment such publication. Upon the Donor Institution’s request, the publication will be delayed up to thirty (30) additional days to enable Donor Institution to secure adequate Confidential Information protection of Donor Institution that would be affected by said publication, provided, however, that the Recipient Institution shall not be required to delete any information that is necessary to allow for the complete and accurate presentation and interpretation of the results of the Research Project in accordance with scientific and/or academic custom.

9. Nothing in this Agreement grants the Recipient Institution any rights over the Material (other than as specifically granted by this Agreement) or under any patents, nor any right to use, or permit the use of, any products or processes containing, using, or directly derived from the Material for profit‑making or commercial purposes (“Commercial Use”). If the Recipient Institution wishes to make Commercial Use of the Material or a product directly derived from the Material it agrees to negotiate in good faith with the Donor Institution or its representative for the grant of an appropriate licence or the conclusion of a revenue sharing agreement, if justified. The Donor Institution will have no obligation to grant a licence.

10. Nothing included in this Agreement shall prevent the Donor Institution from being able to distribute the Material to other commercial or non-commercial entities, including any intellectual property protection being undertaken by the Recipient Institution on any new use made with the Material.

11. This Agreement shall commence on the date of last signature below and will (subject to earlier termination pursuant to clause 12) continue for the duration of the Research Project.

12. The Donor Institution may terminate this Agreement if the Recipient Institution is in material breach of any of the terms of this Agreement and, where the breach is capable of remedy, the Recipient Institution has failed to remedy the same within one month of service of a written notice from the Donor Institution specifying the breach and requiring it to be remedied.

13. Upon completion of the Research Project or earlier termination under clause 12 the Recipient Institution will discontinue all use of the Material, and upon the Donor Institution’s direction, return or destroy any unused Material, unless permission to retain the unused Material is specifically provided in writing by the Donor Institution to the Recipient Institution.

14. This Agreement shall be governed by Norwegian Law, and the Norwegian Court shall have exclusive jurisdiction to deal with any dispute which may arise out of or in connection with this Letter Agreement.

Accepted and Agreed by an authorised signatory on behalf of	Accepted and Agreed on behalf of
<Recipient Institution>	Helse-Førde v/
Name:	Name:
Position:	Position: Klinikkdirektør, xxx avd.
Signature: ________________________	Signature: ___________________________
Date: __________	Date: _________

ANNEX 1:

Project title:

Project leader (PI):

Material specifications:

Analyzes to be preformed:

Reference to Ethical approval:

Ownership agreement (if agreed upon, according to chapter 3)

Interne referansar

Eksterne referansar

Vedlegg

Xxx.xx.: ORG.FOU.02-19 Uoffisiell utskrift er berre gyldig på utskriftsdato Side 1 av 4