Material Transfer Business Agreement

Material Transfer Business Agreement

This Material Transfer Business Agreement ("Agreement") is entered into as of (the "Effective Date") by and between:

Provider Name:

Provider Address:

Recipient Name:

Recipient Address:

RECITALS

WHEREAS, Provider develops, owns or controls certain tangible materials, samples, components and related documentation as further described in this Agreement (collectively, "Materials"); and

WHEREAS, Recipient requires access to such Materials for business evaluation, testing, manufacture, incorporation, analysis or other permitted business purposes described below; and

WHEREAS, the parties desire to set forth the terms and conditions under which Provider will transfer Materials and Recipient will receive and use those Materials.

SCOPE OF WORK

Provider shall supply the Materials described above to Recipient solely for the stated purpose. Any use outside the stated purpose requires Provider's prior written consent.

DELIVERY, ACCEPTANCE AND HANDLING

Recipient shall inspect Materials on receipt and shall notify Provider in writing within days of any nonconformity. Absent timely notice, Materials shall be deemed accepted.

Recipient shall handle, store and use Materials in accordance with all provided handling instructions and all applicable laws and regulations.

PAYMENT TERMS

As consideration for the Materials and services hereunder, Recipient shall pay Provider the amounts and on the schedule set forth below.

Late payments shall accrue interest at a rate of on the outstanding balance, or the maximum rate permitted by law, whichever is lower.

TERM AND TERMINATION

Term: This Agreement commences on and shall continue until unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for convenience upon days' prior written notice. Either party may terminate immediately for material breach that remains uncured for 30 days after written notice of breach.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other in connection with this Agreement, including but not limited to technical data, specifications, business plans, trade secrets, know-how and proprietary Materials. Recipient shall maintain Confidential Information in strict confidence, shall not disclose it to third parties except to those employees or contractors who have a need to know and who are bound by confidentiality obligations, and shall use Confidential Information solely for the purposes permitted by this Agreement.

Confidentiality obligations shall survive termination for a period of five (5) years, or with respect to trade secrets, for so long as such information remains a trade secret under applicable law.

INTELLECTUAL PROPERTY

Provider retains all right, title and interest in and to the Materials and any intellectual property embodied therein. No license, transfer or assignment of intellectual property rights is granted or implied by this Agreement except for the limited, non-exclusive, non-transferable right to use the Materials for the permitted purpose set forth in the Scope of Work.

Any improvements, modifications or derivative works to the Materials made by Recipient that incorporate Provider's intellectual property shall be owned by Provider unless the parties expressly agree otherwise in a separate written instrument.

WARRANTIES; DISCLAIMER

Provider represents that it has the right to transfer the Materials and that, to Provider's knowledge, the Materials conform to the specifications provided. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE MATERIALS ARE PROVIDED "AS IS" AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

INDEMNIFICATION AND INSURANCE

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

COMPLIANCE, HAZARDOUS MATERIALS AND EXPORTS

Recipient shall comply with all applicable laws, rules and regulations in its receipt, handling, storage, transport and use of the Materials. Recipient shall not use, transfer or export Materials in violation of applicable export control laws and shall be solely responsible for obtaining any required licenses or approvals.

Yes No

If hazardous, Recipient shall follow all safety data sheet instructions and applicable hazardous materials handling laws. Provider shall disclose known hazards in writing prior to transfer.

RETURN, DESTRUCTION AND DISPOSITION

Upon expiration or termination of this Agreement, or upon Provider's written request, Recipient shall promptly return or destroy the Materials as directed by Provider. If Materials are destroyed, Recipient shall provide a written certificate of destruction signed by an authorized representative.

Return Materials to Provider Destroy Materials and provide certificate

LIMITATION OF LIABILITY

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EACH PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY RECIPIENT TO PROVIDER UNDER THIS AGREEMENT IN THE 12 MONTHS PRECEDING THE CLAIM.

MISCELLANEOUS

Assignment: Neither party may assign this Agreement without the prior written consent of the other, except to an affiliate or successor in connection with a merger or sale of substantially all assets, provided the assignee assumes all obligations hereunder.

Notices: All notices required or permitted hereunder shall be in writing and delivered to the addresses set forth above or to such other address as either party may specify in writing.

Severability: If any provision is held unenforceable, the remaining provisions shall remain in full force and effect.

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 and understandings, whether written or oral. Any modification must be in writing and signed by authorized representatives of both parties.

REPRESENTATIONS AND AUTHORITY

Each party represents that it has full power and authority to enter into this Agreement and to perform its obligations. Each signatory below represents and warrants that they are authorized to bind the party on whose behalf they sign.

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