Legal MTA Agreement

MATERIAL TRANSFER AGREEMENT (MTA)

This Material Transfer Agreement ("Agreement") is made as of Day Month Year by and between Provider Name: and Recipient Name: .

RECITALS

WHEREAS, Provider possesses certain biological materials, including but not limited to cell lines, plasmids, reagents and related documentation, that Provider is willing to transfer to Recipient for the limited research purposes set forth herein; and

WHEREAS, Recipient desires to obtain such materials from Provider solely for the permitted research use described in this Agreement and agrees to be bound by the terms and restrictions herein; and

WHEREAS, Provider and Recipient desire to set forth their respective rights and obligations with respect to the transfer, use, confidentiality, ownership and disposition of the materials.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties agree as follows:

1. DEFINITIONS

1.1 "Material" means the tangible biological material described in Section 2, and any derivatives, modifications or progeny thereof, supplied by Provider to Recipient under this Agreement.

1.2 "Purpose" means the limited use described in this Agreement for which the Material may be used:

1.3 "Confidential Information" means non-public information disclosed by Provider to Recipient that is identified in writing as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

2. DESCRIPTION AND TRANSFER OF MATERIAL

2.1 Material Description: Provider will transfer the following materials to Recipient:

2.2 Transfer. Provider shall provide the Material to Recipient on the terms of this Agreement. Recipient shall accept delivery and shall inspect the Material promptly and notify Provider in writing of any visible damage or shortage within five (5) business days of receipt.

2.3 Use Restriction. Recipient shall use the Material solely for the Purpose and shall not use the Material for commercial purposes, clinical diagnostics, human therapeutic use, or any performance in humans without a separate written license from Provider. Recipient shall not transfer the Material to any third party without Provider's prior written consent.

3. COMPLIANCE AND SAFETY

3.1 Recipient Obligations. Recipient represents and warrants that it has the facilities, personnel, licenses and approvals required to handle the Material in accordance with all applicable biosafety, export control, chemical, and hazardous materials laws and regulations. Recipient shall not permit the use of the Material by any person who has not been trained and authorized to handle such Material.

4. CONFIDENTIALITY

4.1 Obligation. Recipient shall maintain Confidential Information in strict confidence and shall not disclose Confidential Information to any third party except to its employees or contractors who have a need to know and who are bound by confidentiality obligations no less protective than those in this Agreement.

4.2 Exceptions. Confidential Information does not include information that (a) is or becomes generally available to the public other than through a breach of this Agreement by Recipient; (b) was known to Recipient prior to disclosure by Provider without restriction; or (c) is required to be disclosed by law or court order, provided Recipient gives prompt written notice to Provider and reasonably cooperates with Provider to seek protective measures.

5. INTELLECTUAL PROPERTY

5.1 Ownership. Provider retains all right, title and interest in and to the Material and any related proprietary information. No license under any patents or other intellectual property rights is granted or implied by transfer of the Material except as expressly set forth in this Agreement.

5.2 Improvements. Any discoveries, improvements or inventions that result from Recipient's use of the Material shall be owned by the party that invents them. If Recipient's use of the Material creates patentable subject matter that incorporates Provider's Confidential Information or proprietary materials, the parties shall negotiate in good faith any license terms necessary for exploitation.

6. PUBLICATION

6.1 Publication Rights. Recipient may publish or present results obtained using the Material. Recipient shall provide Provider with a copy of any proposed manuscript or abstract that includes Provider's Confidential Information at least thirty (30) days prior to submission for publication. Provider's review is solely for the purpose of identifying patentable subject matter or confidential information; Provider shall not unreasonably withhold consent to publication.

7. WARRANTY; DISCLAIMER

7.1 Limited Warranty. Provider warrants that, to the best of Provider's knowledge, it has the right to transfer the Material to Recipient under the terms of this Agreement. Provider makes no other express warranties and expressly disclaims all other warranties, whether express or implied, including warranties of merchantability, fitness for a particular purpose, or non-infringement.

7.2 No Clinical Use. The Material is experimental in nature and is not suitable for human clinical use. Provider disclaims any liability for clinical or diagnostic use of the Material by Recipient.

8. INDEMNIFICATION; LIMITATION OF LIABILITY

8.1 Indemnification. Recipient shall defend, indemnify and hold harmless Provider and its officers, directors and employees from and against any losses, liabilities, damages, claims and expenses (including reasonable attorneys' fees) arising from Recipient's use, handling, storage, or disposal of the Material, except to the extent caused by Provider's gross negligence or willful misconduct.

8.2 Limitation of Liability. Except for liability arising from willful misconduct or indemnification obligations, in no event shall either party be liable to the other for incidental, consequential, special or punitive damages, and each party's aggregate liability shall not exceed the lesser of (a) direct damages suffered by the other party or (b) fifty thousand dollars (50,000 USD).

9. TERM, TERMINATION AND DISPOSITION

9.1 Term. This Agreement commences on the Effective Date and continues until terminated as provided herein.

9.2 Termination for Breach. Either party may terminate this Agreement upon thirty (30) days' written notice if the other party materially breaches any term of this Agreement and fails to cure such breach within the notice period. Upon termination Recipient shall, at Provider's election, return or destroy all remaining Material and certify in writing the disposition of such Material within thirty (30) days.

10. RECORDS; AUDIT

Recipient shall maintain complete and accurate records of the use and disposition of the Material and shall permit Provider, upon reasonable prior written notice and during normal business hours, to audit such records to verify compliance with this Agreement.

11. NOTICES

All notices under this Agreement shall be in writing and delivered by personal delivery, nationally recognized overnight courier, or certified mail (return receipt requested) to the addresses set forth below or to such other address as either party may designate by notice. Notices are effective upon receipt.

12. MISCELLANEOUS

12.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state or jurisdiction specified here:

12.2 Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral.

12.3 Severability. If any provision of this Agreement is held invalid or unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable and the remaining provisions shall remain in full force and effect.

12.4 Amendments and Waiver. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties. No waiver of any provision shall be effective unless in writing and signed by the waiving party.

12.5 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures delivered by electronic means shall be deemed original signatures.

SIGNATURES

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