Material Transfer Agreement – For Non-Profit Institutions
The University of Chicago agrees to provide you with certain research substances (“Material”) described below and know-how for research purposes only, under the following conditions:
1. The parties to this Agreement are: The University of Chicago (the “University”), on behalf of Dr. [UC], and the University of ______(“Institution”), on behalf of Dr. [Institution].
2. The Material that is covered by this Agreement is defined as: (a) See Attachment A. Item 1; (b) any related biological material or associated know-how and data that will be received by Institution from Dr. [UC]; (c) any unmodified derivatives or progeny of (a). The Material is considered proprietary to the University. The University reserves the right, in its sole discretion, to distribute the Materials to others and to use it for its own purposes.
3. Institution, Dr. [Institution], and any other person authorized to use the Material, shall not distribute or release the Material to any person other than the laboratory personnel under Dr. [Institution]'s direct supervision and shall ensure that no one will be allowed to take or send the Material to any location other than Dr. [Institution]’s laboratory, unless prior written permission is obtained from the University.
4. This Agreement and transfer of Material constitute a non-exclusive license to use the Material solely for not-for-profit research purposes, as described by Institution in Attachment Item 2. Institution agrees that nothing herein shall be deemed to grant any rights to use the Material for any products or processes for profit-making purposes. The Material will not be used in research that is subject to consulting or licensing obligations to another institution, corporation or business entity unless prior written permission is obtained from the University. Institution is advised that the University enters into agreements from time to time which grant the right to commercialize the technology developed by the University and that the rights to commercial applications of the Material may have been granted to another party or may be granted to another party in the future.
5. The Material is supplied solely for research purposes, for use in animals and/or in vitro. THE MATERIAL WILL NOT BE USED IN HUMANS, including for purposes of diagnostic testing.
6. Institution shall have no rights in the Material other than as provided in this Agreement, and at the request of the University, Institution shall return or destroy all unused Material.
7. Institution agrees to acknowledge the source of the Material in all publications and presentations based on the use of the Material, and any publication of the research using the Material, and, if requested, to provide the University with a copy of the manuscript before publication.
8. Institution agrees that if Institution’s research results in an invention, a new use, or a product (collectively referred to as an “Invention”) based on, containing, or relating to the Material, Institution will promptly disclose the Invention to University on a confidential basis. Inventorship will be determined in accordance with patent law (if patentable) or by mutual agreement between the parties (if not patentable), taking into account the role and contributions of individuals involved in the development of the Invention.
9. The Material is experimental in nature and shall be used with prudence and appropriate caution, since not all of its characteristics are known. THE MATERIAL IS PROVIDED WITHOUT WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER WARRANTY, EXPRESS OR IMPLIED. The University makes no representation or warranty that the use of the Material will not infringe any patent or other proprietary right.
10. In no event shall the University be liable for any use by (Institution) of the Material or 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 Material. Institution agrees to hold harmless University, its 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 use or disposition of the Material by Institution.
11. This Agreement is not assignable, whether by operation of law or otherwise, without the prior written consent of the University.
12. This Agreement shall be interpreted in accordance with the laws of the State of Illinois.
THE UNIVERSITY OF CHICAGO / (INSTITUTION NAME)By ______/ By ______
Carol Zuiches______/ ______
(Typed Name) / (Typed Name)
Associate Vice President for
Research Administration / ______
______
(Title) / (Title)
______/ ______
(Date) / (Date)
FEDEX ACCOUNT NUMBER FOR SHIPPING COSTS:
Attachment A
Material Transfer Agreement
1. MATERIAL. The MATERIAL is identified as follows:
2. USE. The MATERIAL will be used as follows: