COLLABORATIONMATERIAL TRANSFER AGREEMENT
(Ref:)
This Agreement (“Agreement”), effective as of the date of last signature, is made and entered between the PROVIDER and the RECIPIENT identified below.
BIOLOGICAL MATERIAL
Name:PROVIDER (Organization providing the BIOLOGICAL MATERIAL)
Name of Authorized Official:
Name of Organization: / Kyoto University Primate Research Institute
Address:
PROVIDER SCIENTIST
Name and Title:
Email:
RECIPIENT (Organization receiving the BIOLOGICAL MATERIAL)
Name of Authorized Official:
Name of Organization:
Address:
RECIPIENT SCIENTIST
Name and Title:
Email:
WHEREAS, the Recipient wishes to obtain from PROVIDER, the BIOLOGICAL MATERIAL identified above for purpose of conducting the collaborative research project as set forth in Appendix A (hereinafter referred to as “RESEARCH PROJECT”); and
WHEREAS, PROVIDERmakes available the BIOLOGICAL MATERIAL under the terms and conditions set out in this Agreement;
NOW, THEREFORE, in consideration for receiving the BIOLOGICAL MATERIAL, the RECIPIENT and the RECIPIENT SCIENTIST agree to the following before the RECIPIENT receives the BIOLOGICALMATERIAL:
1.The above BIOLOGICAL MATERIAL and any progeny and unmodified derivatives thereof (hereinafter referred to as “MATERIAL”) shall be used solely for non-profit-making academic research purposes described in the RESEARCH PROJECT.
2.The MATERIAL shall not be used in human subjects.
3.The MATERIAL shall be used solely by the RECIPIENT SCIENTIST and others working under his/her direct supervision at the RECIPIENT institute, and shall not be further distributed to others, either at the RECIPIENT institute or outside the institute, without the written consent of a duly authorized official of the PROVIDER. The RECIPIENT shall refer any request for the MATERIAL to the PROVIDER.
4.The PROVIDER retains ownership of the MATERIAL, including any MATERIAL contained or incorporated in modifications. If the RECIPIENT desires to use the MATERIAL for commercial purposes, the RECIPIENT agrees to first obtain the appropriate commercial use or commercialization license from the PROVIDER. The RECIPIENT further recognizes and acknowledges that the PROVIDER is under no obligation to grant such a license. It is understood that no right to a license is given or implied by this Agreement.
5.Any new invention, development, or discovery resulting from the RESEARCH PROJECT (“INVENTION”) shall be promptly and confidentially disclosed in writing to the PROVIDER. Inventorship shall be determined in accordance with applicable 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. Ownership of each INVENTION shall reflect inventorship.
6.All information provided by the PROVIDER to the RECIPIENT that are marked “Confidential” or in the case of oral disclosures, identified as confidential at the time of disclosure and confirmed in writing as confidential within thirty (30) days thereafter (hereinafter referred to as “CONFIDENTIAL INFORMATION”) shall be treated confidentially. The Recipient shall not disclose such CONFIDENTIAL INFORMATION to any third party or shall not use such information for any purpose other than RESEARCH PROJECT without prior written consent of the PROVIDER. CONFIDENTIAL INFORMATION shall exclude any information which, evidenced with written proof, (i) is previously known to the RECIPIENT, (ii) becomes publicly known through no wrongful act of RECIPIENT, (iii) is rightfully obtained by RECIPIENT from a third party without similar restriction (iv) is independently developed by RECIPIENT without reference to CONFIDENTIAL INFORMATION, or (v) is required to be disclosed pursuant to law or court order. The obligation of confidentiality shall remain in force for a period of three (3) years after the termination of this Agreement.
7.The RECIPIENT SCIENTIST shall anually inform the PROVIDER SCIENTIST and the PROVIDER, the results of the RESEARCH PROJECT.
8.The RECIPIENT will have the right to publish and disclose the results of the RESEARCH PROJECT. The RECIPIENT will submit the proposed disclosure to the PROVIDER for its review at least thirty (30) days prior to the scheduled submission of the results to any third party (including, without limitation, to any journal publisher). The PROVIDER may request that the proposed publication or other disclosure be delayed for up to sixty (60) additional days as necessary to file a patent application or that PROVIDER’s CONFIDENTIAL INFORMATIONbe removed before publication. In all publication, authorship shall be determined on a case-by-case basis in accordance with scientific principle. If the PROVIDER SCIENTIST is a co-author, the manuscript for the publication shall be made through the discussion between the PROVIDER SCIENTIST and the RECIPIENT SCIENTIST. If the PROVIDER SCIENTIST is not a co-author, a copy of each publication arising out of the RSEARCH PROJECT shall be provided to the PROVIDER SCIENTIST and the PROVIDER, at the time when the manuscript is accepted for publication. The RECIPIENT agrees to acknowledge the source of the MATERIAL in any publications reporting use of it.
9.Any MATERIAL delivered pursuant to this Agreement is understood to be experimental in nature and may have hazardous properties. The PROVIDER MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED. THERE ARE NO EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THAT THE USE OF THE MATERIAL WILL NOT INFRINGE ANY PATENT, COPYRIGHT, TRADEMARK, OR OTHER PROPRIETARY RIGHTS. Except to the extent prohibited by law, the RECIPIENT assumes all liability for damages which may arise from its use, storage or disposal of the MATERIAL. The PROVIDER will not be liable to the RECIPIENT for any loss, claim or demand made by the RECIPIENT, or made against the RECIPIENT by any other party, due to or arising from the use of the MATERIAL by the RECIPIENT, except to the extent permitted by law when caused by the gross negligence or willful misconduct of the PROVIDER.
10.The PROVIDER has the right to distribute the MATERIAL to others, for any purpose, and may have already done so. The provision of the MATERIAL to the RECIPIENT in no way prevents or restricts the PROVIDER SCIENTIST’s or the PROVIDER’s right to publish any document relating to this MATERIAL.
11.The RECIPIENT agrees to use the MATERIAL in compliance with all applicable statutes, regulations, and guidelines, including,but not limited to, those relating to research involving the use of human and animal subjects or recombinant DNA, export laws, and the Cartagena Protocol on Biosafety. The RECIPIENTfurther acknowledges that the MATERIALmay consist in whole or in part of samples derived from primate and other subjects. The RECIPIENT agrees that it will adhere to appropriate biosafety practices, use the MATERIAL in a safe and responsible manner, and bear all risk resulting from the use of the MATERIAL. Kyoto University Primate Research Institute’s guidelines relating to handling, use, disposal of biological materials derived from primate subjects, which can be found in Appendix B of this Agreement, is an example for biosafety practices.
12.This Agreement shall terminate on the earliest of the following dates: (a) on completion of the RESEARCH PROJECT or (b) on thirty (30) days written notice by either party to the other. Upon effective date of termination,the RECIPIENT shall discontinue its use of the MATERIAL and will, upon direction of the PROVIDER, return or destroy any remaining MATERIAL.
13.Paragraphs 4, 5, 6, 8, 9, 12 and 15 shall survive termination.
14.The PROVIDER may transfer the BIOLOGICAL MATERIAL under this Agreement. The PROVIDER will send the BIOLOGICAL MATERIAL, as available, to the RECIPIENT with a cover letter as described in Appendix C. The letter will refer to this Agreement and identify the BIOLOGICAL MATERIAL. The RECIPIENT will acknowledge receipt of the BIOLOGICAL MATERIAL by signing such letter. The RECIPIENT will fax a copy of the signed letter to the PROVIDER. If the PROVIDER transfers to the RECIPIENT a material not listed in this Agreement, the parties will amend this Agreement to include the additional material. The BIOLOGICAL MATERIAL is provided at no cost, however, the RECIPIENT shall be responsible for the shipping cost.
15.This Agreement shall be interpreted and construed in accordance with the laws of the country of the defending party, namely the laws of in case where the Recipient is the defending party, or the laws of Japan, in case where Kyoto is the defending party. Unless specified otherwise, reference in this Agreement to a statute refers to that statute as it may be amended, or to any restated or successor legislation of comparable effect. Similarly, the venue for any such proceeding shall be in the country of the defending party.
The RECIPIENT and the RECIPIENT SCIENTIST should sign both copies of this letter and return one signed copy to the PROVIDER SCIENTIST. The PROVIDER will then arrange the transfer ofthe MATERIAL.
PROVIDER SCIENTIST
Signature: Date:
PROVIDER
Signature: Date:
RECIPIENT SCIENTIST
Signature: Date:
RECIPIENT ORGANIZATION APPROVAL (Organization receiving the MATERIAL)
Signature: Date:
Appendix A
(RESEARCH PROJECT)
Cooperative Research Program at Primate Research Institute, Kyoto University
Collaborator:
Host (Corresponding) Researcher at PRI :
Research Project’s Category (Put a tick against your category) :
[□Planned Research Project, □Individual Research Project, □Continuously Accepted Research Project]
Reference No. : 2013 - -
Research Project Title：
Appendix B
(Guideline)
Faculty committee approved on March 10th, 2010
Guidelines for Handling Uninactivated Materials of Non-Human Primates
- Uninactivated materials (blood, organs, feces, urine, etc) of Non-Human Primates should be handled as potential biohazards irrespective of the health condition of the individuals.
- As a principle, handle the materials in a biosafety cabinet. Especially, infectious materials must be handled in the biosafety cabinet. Handling outlines are as follows;
・Wear personal protection equipment (PPE) such as disposable gloves, gowns and hoods.
・ Autoclave bags for disposal are to be prepared.
・Once experiments have been completed, disposable wastes such as uninactivated materials and plastic wares should be decontaminated before discarding by autoclaving or disinfected with Virkon for non-autoclavable items. The protective clothes can be recycled after autoclaving.
- In the event of difficulty using the biosafety cabinet, the following appropriate methods must be taken to prevent potential biohazards as the second‐best policy.
・The materials should be handled on an absorbent sheet.
・Wear PPE such as masks and face shields in addition to disposable gloves, gowns and hoods.
・ Autoclave bags for disposal are to be prepared.
・Once experiments have been completed, disposable wastes such as un-inactivated materials and plastic wares should be decontaminated by autoclaving or disinfected with Virkon for non-autoclavable items before discarding. The protective clothes can be recycled after autoclaving.
APPENDIX C
(Sample Material Transfer Cover Letter)
A sample letter follows.
Date
Kyoto University Primate Research Institute
Inuyama, Aichi 484-8506, JAPAN
Tel:
Fax:
Recipient Scientist
Recipient Organization
Recipient Organization Address
RE:Transfer of Material(s) under Collaboration Material Transfer Agreement between Kyoto University and [name of Recipient] dated [Day/month/year]
Dear Dr. [Name of Recipient SCIENTIST]:
Kyoto University Primate Research Institute is pleased to provide you with the following material(s): [Describe material(s)](ID No.: ****). The material(s) developed by [insert name], are being shipped to you.
The material(s) may only be used for research conducted under the Collaboration Material Transfer Agreement referenced above.
Please acknowledge receipt of the material(s) by signing below. At your earliest convenience, please fax a copy of this letter to our office at +81- *****.
Sincerely,
Kyoto University Primate Research Institute
Title
cc:
Authorized by RECIPIENT: Acknowledged by RECIPIENT SCIENTIST
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SignatureDate SignatureDate
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Printed Name and TitlePrinted Name and Title
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