[back to MTA listing]

BiOS MATERIAL TRANSFER AGREEMENT
Version 1.0

This Agreement is BiOS™-compatible

THIS AGREEMENT is effective as and from _________________ (“Effective Date”)

BETWEEN:

CAMBIA, a non-profit corporation organized under the laws of the Commonwealth of Australia in the Australian Capital Territory and having a principal place of business at G301, 2 George Street, Brisbane 4000, Australia (“PROVIDER”).

- and -

_____________________________, organized under the laws of ______________________________and having a principal place of business at ______________________________ (“RECIPIENT”)

BACKGROUND

  1. CAMBIA’s “Biological Innovation for Open Society” (BIOS) Initiative is intended to extend the metaphor and concepts of Open Source to biotechnology and other forms of innovation in biology;  and
  2. it is the intent of the parties that this Agreement promote and conform to CAMBIA’s BIOS Initiative;  and
  3. it is the goal of the BIOS Initiative to ensure common access to the tools of innovation, to promote the development and improvement of these tools, and to make such developments and improvements freely accessible to both academic and commercial parties under substantially similar conditions;  and
  4. PROVIDER has generated propagules, and vectors containing DNA transformed into propagules (“Proprietary Material”) that RECIPIENT wishes to use for research and commercial purposes;  and
  5. the parties contemplate that Recipient and other BiOS Licensees, through evaluation and use of the Proprietary Material, may develop improvements, knowledge, data, and/or materials relevant to the general utility of the Proprietary Material which should be made available to PROVIDER and all BiOS Licensees; and
  6. the parties agree that it is not the intent of this Agreement to restrict any RECIPIENT from commercializing a BiOS Licensed Product, but to preserve the rights of PROVIDER and all BiOS Licensees to use said Proprietary Material and improvements, knowledge, data, and/or materials relevant to the general utility of the Proprietary Material;

NOW, THEREFORE, in consideration of the covenants and obligations set forth in this Agreement, RECIPIENT and PROVIDER (together the “Parties” or individually the “Party”) agree as follows:

1. Bailment of PROPRIETARY MATERIAL

2. Limitation of Obligations of Confidentiality

RECIPIENT’s obligations as specified in Article 1.e. above shall not apply to any Confidential Information which:

3. Non-Assertion, and Access and Benefit Sharing

4. Non-Assertion, and Access and Benefit Sharing

This agreement shall terminate by

In case of a termination under 4.b, the obligations of Article 1 subject to the limitations of Article 2, and Articles 3 and 5, shall remain binding notwithstanding said termination.   

5. Miscellaneous Terms and Conditions

IN WITNESS WHEREOF the PARTIES have duly executed this MATERIAL TRANSFER AGREEMENT this _____________, 2006. 

RECIPIENT.                                                          PROVIDER

________________________________      ______________________________

Signature                                                                Signature 

________________________________      ______________________________

Name                                                                     Name

________________________________      ______________________________

Title                                                                        Title

________________________________      ______________________________

Date                                                                       Date

Comments (0)