Material Transfer Agreement for Seed Material

Materials Transfer Agreement

between

      A

and

      B

Whereas,

A wishes to receive the seed material as described in Schedule X appended to this Agreement (hereinafter called the “Materials”) from B;

The Materials fall within the scope of the Convention on Biological Diversity of 5 June 1992 that is applicable to the present transfer of Materials;

The Materials originate from       [enter country] / or: B has received the Materials from       [enter country] which has acquired it in accordance with the provision of the Convention of Biological Diversity;

B has concluded an agreement with the competent authorities of       [enter country] allowing B to transfer Materials to third parties such as A;

Now, therefore, the parties agree to the following terms:

• All restrictions and obligations of this Agreement relate to the Materials and to replicated forms of the Materials, and to derivatives made from the Materials and replicated forms thereof, including all cells, tissues, plants and seeds containing any part of the Materials, including replicated forms and derivatives thereof and reference to Materials herein is intended to include all such forms.

• The Materials will not be distributed or released to any person other than to A´s employees who are bound by provisions no less strict than those of the present Agreement and who need it for the accomplishment of their tasks within the purpose of this Agreement.

• In accepting the Materials, A agrees to use the Materials solely for the following purpose(s): .

• In conjunction with the transfer of the Materials, B will, upon request of A, consider providing Such information is proprietary and will only be provided under a Confidentiality Agreement the form of which is appended hereto as Schedule X.

• Subject to applicable legislation implementing the Convention on Biological Diversity into national law, all rights in any materials, information and know-how conceived and / or generated under this Agreement shall vest in and be the property of A. A shall determine whether intellectual property protection (patents, plant breeders rights, trade secret) should be applied to any Information generated under this Agreement. A shall be entitled to apply for any intellectual property rights in its own name and at its own cost. Upon A´s request, B shall provide all information necessary for A to apply for and pursue such intellectual property protection. A does not have any obligation whatsoever to offer B any rights in case a decision is taken not to pursue certain intellectual property rights resulting from this Agreement.

• A shall not disclose information relating to the Materials to any third party without the express written permission of B.

• A shall provide B with copies of any research results and data as well as derived or replicated forms of the Materials, if any, obtained during its studies. B shall be entitled to use said research results and data in support of B patent applications.

• A shall ensure that any importation, transport, use, maintenance or other disposition of the Materials will be conducted in strict accordance with all appropriate local, national and international guidelines and regulations.

• All studies performed hereunder shall be conducted under the exclusive responsibility of A and B and / or its Affiliates shall not be liable for any consequences thereof.

• A shall inform B in writing of any intellectual property resulting from A´s use of the Materials. In consideration of B providing the Materials, B and its Affiliates are hereby granted an irrevocable, fully paid-up, worldwide, non-exclusive license, with the right to sublicense, under any such intellectual property and an option to an exclusive license.
• This Agreement can be terminated by either party on serving thirty (30) days written notice. Upon termination, A will discontinue its use of the Materials and, upon request of B, will destroy or return all Materials to B. All other obligations, including those of the Confidential Disclosure Agreement, if executed, shall survive termination of this Agreement.
• A shall be entitled to assign all rights and obligations under this Agreement to any of its Affiliates without the prior consent of B.
• This Agreement will be governed by, and construed in accordance with, the substantive laws of , except as they relate to the conflict of laws. Any dispute will be resolved by the ordinary courts of       without restricting any right of appeal.

In signing this Agreement, the signatories confirm that they have the competent authority of their respective organizations to enter into the obligations of this Agreement.

For:      B      

By:       ______________________                                             

Date:  ____________

For:      A

By:       ______________________                                             

Date:  ____________