Download Materials Transfer Agreement

MATERIALS TRANSFER AGREEMENT
Beaufort Biodiscovery Laboratory
Preamble
The purpose of this agreement is to formalize the arrangements where biological material
is supplied from the existing collections of the Beaufort Biodiscovery project (run by the
National University of Ireland, Galway) to an external recipient. The recipient may be a
research organization or a commercial entity. In the case of a commercial entity, a fee
may be charged. NUI Galway wishes to promote the use of the resources collected as part
of the biodiscovery programme, in line with the general objectives of the national ‘Sea
Change’ strategy.
A specific materials transfer agreement is required to facilitate record keeping, to protect
source country rights under the Convention on Biological Diversity and to clarify
restrictions on ownership and exploitation of transferred materials. A copy of this
agreement is intended to cover all situations where biological samples or extracts are
supplied by NUI Galway to a recipient outside of the three Beaufort parties identified in
the grant consortium agreement.
THIS AGREEMENT, effective this__ day of , __ ___2010 by and between
_____________________________ having an address at , __________________________,
hereinafter referred to as "RECIPIENT," and THE NATIONAL UNIVERSITY OF IRELAND, GALWAY,
hereinafter referred to as the "UNIVERSITY", governs the conditions of a transfer of certain materials
developed in NUI,GALWAY for evaluation in RECIPIENT's laboratories. The "MATERIALS", which
belong to the UNIVERSITY, consist of:
_________________________________________________________________
The UNIVERSITY permits use of MATERIALS by the RECIPIENT under the following terms and
conditions:
(1) RECIPIENT agrees to use MATERIALS in its research for the purpose of evaluating the
composition and or activities of the MATERIALS.
(2) RECIPIENT agrees that it will not pass MATERIALS and/or derivatives, on to any other party
beyond researchers under the RECIPIENT’S direct scientific supervision without the express
written consent of the UNIVERSITY. When the RECIPIENT’S research project involving the
MATERIAL has finished or three years have passed, the remaining MATERIAL and/or
derivatives will be destroyed, returned or disposed of as mutually agreed by the UNIVERITY and
RECIPIENT.
(3) RECIPIENT agrees that it will not use MATERIALS and/or derivatives, for commercial purposes
without the express written consent of the UNIVERSITY.
(4) RECIPIENT agrees to use caution and prudence in any experimental work using MATERIALS,
and RECIPIENT will bear all risks resulting from its use of MATERIALS.
(5) In all oral presentations and written publications the RECIPIENT will acknowledge the source of
the material from the UNIVERSITY (NUI Galway) and the source of the funding for the Beaufort
Biodiscovery project (using the formula ‘The Beaufort Marine Biodiscovery Research Award is
carried out under the Sea Change Strategy and the Strategy for Science Technology and
Innovation (2006-2013), with the support of the Marine Institute, funded under the Marine
Research Sub-Programme of the National Development Plan 2007–2013’).
(6) RECIPIENT agrees to maintain the confidentiality of all information identified as
CONFIDENTIAL by the UNIVERSITY. The UNIVERSITY agrees to reciprocally maintain
information identified as CONFIDENTIAL by the RECIPIENT.
(7) The UNIVERSITY retains title and ownership of the material and any patent or intellectual
property rights by its employees. The RECIPIENT agrees that any intellectual property rights
generated by its employees, agents or contractors will be vested with the appropriate inventors as
consistent with Irish Law. If RECIPIENT wishes to license products derived from the
MATERIALS, a Cooperative Research and Development Agreement must be negotiated with the
Technology Transfer Office of the UNIVERSITY.
(8) With reference to clause 6, above, the RECIPIENT is to provide an annual summary of any
discoveries and the level of interest to the UNIVERSITY.
THE UNIVERSITY MAKE NO REPRESENTATIONS OR WARRANTIES OF MERCHANTABILITY
OR FITNESS OF MATERIALS FOR ANY PARTICULAR PURPOSE, OR ANY OTHER WARRANTY
OF ANY KIND. NO OTHER RIGHT OR LICENSE TO MATERIALS IS GRANTED OR IMPLIED AS
A RESULT OF THE TRANSFER OF MATERIALS FROM THE UNIVERSITY TO RECIPIENT.
RECIPIENT
Signature
THE NATIONAL UNIVERSITY OF
IRELAND,GALWAY
Signature
By
By
Title
Title
Date
Date
Authorised Signatory,
Technology Transfer Office