Download A Materials Transfer Agreement - FSU Office of Research

MATERIAL TRANSFER AGREEMENT
FLORIDA STATE UNIVERSITY (FSU)
Recipient Scientist:
Recipient Organization:
Address:
FSU’s Provider Scientist:
Provider’s address:
Biological Material Identified as:
Biological Material to be used for:
In response to RECIPIENT’S request for the above-identified Biological Material from FSU,
RECIPIENT ORGANIZATION agrees to the following terms in consideration of receipt of the
Biological Material:
1. The above Biological Material is the property of FSU and is made available as a service to the
Research community. Biological Material may mean the above-referenced biological material
plus progeny, unmodified derivatives, and any accompanying know-how or data.
2. The Biological Material will not be further distributed to others not affiliated with the
RECIPIENT SCIENTIST’S laboratory without the written permission of FSU. FSU reserves the
right to make the Biological Material available to others, both profit and non-profit. All requests
for the Biological Material should be forwarded to PROVIDER SCIENTIST.
3. It is understood that no right to any license of the Biological Material is given or implied by
this Agreement.
4. The Biological Material will be used for internal research purposes only under the supervision
of RECIPIENT SCIENTIST. The Biological Material will not be used in research that is subject
to consulting or licensing obligations of RECIPIENT ORGANIZATION OR RECIPIENT
SCIENTIST to another individual, institution or business entity unless prior written permission is
obtained from FSU.
5. The Biological Material shall not be distributed, released, or in any way disclosed to any
person or entity other than laboratory personnel under RECIPIENT SCIENTIST’S direct
supervision. RECIPIENT SCIENTIST shall ensure that no one is allowed to take or send
Biological Material to any other location, unless written permission is obtained in advance of
such transfer.
6. If RECIPIENT SCIENTIST desires to publish research results in a noncommercial scientific
publication, he/she will provide FSU with a copy of any manuscript or abstract disclosing such
research results prior to submission to a publisher or any third party, and in any case, not less than
forth five (45) days prior to public disclosure, for the purpose of protecting the Biological
Material and any proprietary and intellectual property of FSU that might be disclosed by such
publication. RECIPIENT SCIENTIST agrees to acknowledge FSU and PROVIDER
SCIENTIST, as academically and scientifically appropriate, based on provision of the Biological
Material or other direct contribution to the research.
7. If RECIPIENT SCIENTIST or RECIPIENT ORGANIZATION wishes to patent or
commercialize the Biological Material or modifications, they must contact FSU prior to such use
to negotiate FSU’s ownership interests. Ownership will be negotiated in good faith by the parties
hereto depending upon (a) their relative contribution to the creation of said modifications and
derivatives, and (b) any applicable laws and regulations relating to inventorship.
8. The Biological Material is experimental in nature and IT IS PROVIDED AS IS, WITHOUT
ANY WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. FSU MAKES NO
REPRESENTATION OR WARRANTY THAT THE USE OF THE MATERIAL WILL NOT
INFRINGE ANY PATENT OR OTHER PROPRIETARY RIGHT.
9. The RECIPIENT SCIENTIST agrees to use the Biological Material in compliance with all
applicable Federal, State, and local statutes and regulations. The Biological Material will not be
used for in vivo testing in human subjects.
10. In no event shall FSU be liable for any use by RECIPIENT SCIENTIST OR RECIPIENT
ORGANIZATION of the Biological Material for any loss, claim, damage or liability, of
whatsoever kind or nature, which may arise from or in connection with this Agreement or the use,
handling or storage of the Biological Material. Except to the extent prohibited by law,
RECIPIENT ORGANIZATION agrees hold harmless FSU, its Board of Trustees, officers, agents
and employees from any liability, loss or damage they may suffer as a result of claims, demands,
costs or judgments against them arising out of the activities to be carried out pursuant to this
Agreement and the use by RECIPIENT ORGANIZATION of the Biological Material and the
results obtained from the use of the Biological Material.
The RECIPIENT SCIENTIST and the authorized representative from the RECIPIENT
ORGANIZATION will sign two originals of this Agreement to indicate acceptance of the above
terms. These original documents should be returned to FSU’s PROVIDER SCIENTIST for
signature and routing to the Office of the Vice President for Research, 109 Westcott Building,
Tallahassee, Florida 32306-1330 for PROVIDER ORGANIZATION signature.
FSU’s PROVIDER SCIENTIST: _____________________ Signature: _____________________
(date)
PROVIDER ORGANIZATION’S
AUTHORIZED OFFICIAL: ________________________ Signature: ____________________
(date)
RECIPIENT SCIENTIST: __________________________ Signature: ____________________
(date)
RECIPIENT ORGANIZATION REPRESENTATIVE:
NAME/TITLE: ___________________________________ Signature: ___________________
(date)