Model Material Transfer Agreement (MTA) of the Transparent Users-Friendly System of Transfer (TRUST), based on the Micro-organisms Sustainable Use and Access Regulation International Code of Conduct (MOSAICC) (version March 2016)

Subject matter	MATERIAL: ORIGINAL MATERIAL, PROGENY, and UNMODIFIED DERIVATIVES. The MATERIAL shall not include MODIFICATIONS. The description of the MATERIAL being transferred is on delivery note and invoice. ORIGINAL MATERIAL: what was supplied to the COLLECTION by the DEPOSITOR. PROGENY: Unmodified descendant from the ORIGINAL MATERIAL, such as cell from cell, or organism from organism. UNMODIFIED DERIVATIVES: Substances created by the RECIPIENT which constitute an unmodified subunit of the MATERIAL. MODIFICATIONS: Substances created by the RECIPIENT using the MATERIAL, which are not ORIGINAL MATERIAL, PROGENY or UNMODIFIED DERIVATIVES, and which have new properties.
Summary of use(s)	Commercial and non-commercial uses
Purpose or background	The Guide on the Transparent Users-Friendly System of Transfer (TRUST) (vers. March 2016) states that TRUST aims to assist microbiologists … to establish Material Transfer Agreement (MTA) setting mutually agreed terms for transfer of MGRs, transfer of technology, fair and equitable sharing of benefits as well as for technical and scientific co-operation (CBD art.15.4, 15.6, 15.7, 16, 18 & 19; NP art. 5, 9, 18, 22, 23). It further states that a "model MTA" … serves as a reference to facilitate the settlement of an agreement by suggesting contractual terms that are generally in use in particular sectors. The parties of such contract may select and adapt the terms most appropriate to their mutual needs.
Contact details	Mr. Philippe DESMETH Federaal Wetenschapsbeleid Politique scientifique fédérale Chargé de Mission Programmes de Recherche WTC III Simon Bolivarlaan 30 Boulevard Simon Bolivar 1000 Brussel \| Bruxelles T. +32 (0)2 238 37 13 W. www.belspo.be

2.1 Structure of definitions

Definitions used in MTA are identical to these of MAA. Some definitions are used in both documents, others are only necessary either in MAA or MTA. DEFINITIONS MTA

a. COLLECTION b. RECIPIENT	Parties to the contract
c. DEPOSITOR d. RESEARCH GROUP	Others involved in the material handling but not parties to the agreement
e. MATERIAL: f. ORIGINAL MATERIAL g. PROGENY h. UNMODIFIED DERIVATIVES i. MODIFICATIONS	Material that is subject to the contract
j. LEGITIMATE EXCHANGE k. COMMERCIAL USE	Clarification of the terminology

2.2 Example of definitions

COLLECTION: Name of culture collection

RECIPIENT: See purchaser on invoice and user on delivery note if different of purchaser.

DEPOSITOR: natural or legal person who deposits ORIGINAL MATERIAL in the custody of the COLLECTION.

RESEARCH GROUP: Entitled scientists working in a same laboratory, or contractually bound to work on the same research topic.

MATERIAL: ORIGINAL MATERIAL, PROGENY, and UNMODIFIED DERIVATIVES. The MATERIAL shall not include MODIFICATIONS. The description of the MATERIAL being transferred is on delivery note and invoice.

ORIGINAL MATERIAL: what was supplied to the COLLECTION by the DEPOSITOR.
PROGENY: Unmodified descendant from the ORIGINAL MATERIAL, such as cell from cell, or organism from organism.

UNMODIFIED DERIVATIVES: Substances created by the RECIPIENT which constitute an unmodified subunit of the MATERIAL.

MODIFICATIONS: Substances created by the RECIPIENT using the MATERIAL, which are not ORIGINAL MATERIAL, PROGENY or UNMODIFIED DERIVATIVES, and which have new properties.

LEGITIMATE EXCHANGE: The transfer of the MATERIAL within the Research Group. LEGITIMATE EXCHANGE also includes the transfer of MATERIAL between named culture collections / biological resources centres for accession purposes, provided that further distribution by the receiving culture collections / biological resources centre is under MTA provisions compatible and equivalent as those in place at the supplying collection.

COMMERCIAL USE: the use of the MATERIAL for the purpose of profit. COMMERCIAL USE includes but is not limited to the placing on the market, the sale, exchange, leasing, licensing, or other transfer of MATERIAL as well as service activities for profit purposes.

2.3 Structure of provisions of Material Transfer Agreement

MTA TERMS AND CONDITIONS

1. Define the conditions of transfer and non-exclusive license to RECIPIENT

Purpose of the Agreement

2. No transfer of material

3. Lawful and proper use of the material

4. Permitted uses.

5. Principle of precaution and prohibited uses.

6. Citations, Nagoya protocol, TRIPS

7. IPR

8. Licenses and other authorization from right holders

9. Specific modalities

RECIPIENT's duties

- Approval required before commercial use Compulsory indications in publication

- Tangible and intangible property rights

- Restrictions imposed by DEPOSITOR

10. Quality of product and related services

11.

12.

13.

COLLECTION's duties

Disclaimer

14. MTA not assignable

15. Applicable version of MTA

16. Choice of laws and dispute settlement

Legal technicalities

2.4 Example of clauses

The COLLECTION transfers the MATERIAL to RECIPIENT and grants RECIPIENT a limited non-exclusive license to use the MATERIAL under the terms and conditions specified in this Material Transfer Agreement.

The RECIPIENT shall not sell, lease, license, lend, supply, distribute or otherwise transfer the MATERIAL to any others, save those involved in LEGITIMATE EXCHANGES.

The RECIPIENT agrees that the MATERIAL is to be used under the responsibility of the RECIPIENT, in compliance with all applicable laws and regulations.

Subject to the terms and conditions of this Agreement and any statutory, regulatory or other restriction imposed by law, RECIPIENT may use the MATERIAL in any lawful manner for research, teaching or quality control purposes. Any COMMERCIAL USE of the MATERIAL requires the prior written authorization of the COLLECTION. Such approval will not be unreasonably withheld.

The MATERIAL is to be used with caution and prudence and is not to be used for testing in or treatment of humans or non-laboratory animals. Furthermore, no animal used in testing, or their offspring, shall be used for any food or feed purposes.

The RECIPIENT agrees to mention the COLLECTION, the COLLECTION's catalogue number referring to the MATERIAL and the provenance of the MATERIAL in all publications, as recommended by the code of conduct MOSAICC and the TRUST system (hyperlink or reference), taking into account national laws implementing the Nagoya Protocol to the Convention on Biological Diversity as well as the TRIPS article 29 as to the conditions on patent applicants concerning invention disclosure.

Use of the MATERIAL may be subject to intellectual property rights. No express or implied licenses or other rights are provided herein to the RECIPIENT under any patents, patent applications, trade secrets or other proprietary rights.

It is the RECIPIENT's sole responsibility to obtain any intellectual property licenses necessary for the use of the MATERIAL. The RECIPIENT agrees, in advance of such use, to negotiate in good faith with the intellectual property rights owner(s) to establish the terms of a commercial license; taking also into account specific national laws implementing the Nagoya Protocol.

The use of the MATERIAL may be subject to specific restrictions which are mentioned in the catalogue description for the particular MATERIAL and are hereby acknowledged by RECIPIENT.

The COLLECTION will process, package and ship the MATERIAL in accordance with applicable laws and regulations. RECIPIENT is responsible for ensuring that all permits required for RECIPIENT to receive its order are obtained.

Any MATERIAL delivered pursuant to this MTA is understood to be experimental in nature and may have hazardous properties. The COLLECTION makes no representations and extends no express or implied warranties, including any warranty of merchantability or fitness for a particular purpose, or that the use of the MATERIAL does not or 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 COLLECTION will not be liable to the RECIPIENT for any loss, claim or demand made by the RECIPIENT, arising from the use of the MATERIAL by the RECIPIENT, except to the extent caused by the wilful misconduct of the COLLECTION.

Neither this Agreement nor any rights or obligations contained herein are assignable, whether by operation of law or otherwise, without the prior written consent of the COLLECTION.

The version of the MTA applicable to any MATERIAL ordered by the RECIPIENT shall be the version in effect at the time of order placement (Hyperlink or reference to version).

This Agreement shall be governed by and construed in accordance with the Laws of "Country Name". In the event of dispute arising out of this Agreement, the Parties shall seek to resolve such dispute amicably. In case the Parties fail to settle the dispute amicably, the dispute shall be brought in the courts of defendants' principal place of business, and the Parties expressly agree to the exclusive venue and jurisdiction of such courts.