Research Cooperation Agreement for Testing of a Biological Compound

Research Cooperation Agreement

You (hereinafter “Recipient”) are interested in obtaining from A (hereinafter “A”) A´s compound identified as ___________ (the “Compound”). The sole purpose of providing Recipient with the Compound is to allow Recipient to perform tests, as a university cooperator, using A´s Compound in field trials, as described in test protocols provided by A.

Recipient acknowledges that the Compound and any related information to be disclosed by A is considered by A to be proprietary and protected as trade secrets. Recipient agrees to receive the Compound and any disclosures contemplated hereunder on the following terms and conditions:

• For the purposes hereof, the term “Proprietary Information” shall mean all proprietary information and samples relating to A´s Compound from time to time disclosed by A to the Recipient under this Agreement. Proprietary Information shall not include, and this Agreement shall not restrict the use or dissemination of, any information (1) which is known to the Recipient prior to its disclosure hereunder, (2) which is or becomes public information or is generally available to the public other than by an unauthorized act or omission of the Recipient, (3) which is discovered or developed hereafter by an employee of the Recipient who is shown not to have received or had available to him the information furnished by the disclosing party, or (4) which is received by the Recipient from third parties who are in rightful possession of such information and not under an obligation of confidentiality to the disclosing party.

• The Recipient shall not for a period of ten (10) years after disclosure use Proprietary Information for a purpose other than that for which it was disclosed and shall not publish or otherwise disclose Proprietary Information to any third party and shall use the same precautions to prevent the disclosure of Proprietary Information to third parties as the Recipient uses to prevent the disclosure of its trade secrets to third parties. Recipient shall return to A all Proprietary Information and unused Compound upon A´s written request. Recipient shall not label plots for field tours; shall not have plots presented on treatment list; and shall not otherwise allow plots to be viewed by the public without A´s prior written permission.

• Recipient agrees that at the completion of the testing and evaluation of A´s Compound (or sooner, upon A´s written request), Recipient shall provide written reports of the results of such testing and evaluations, which reports shall be deemed the Proprietary Information of A´s for purposes of this Agreement.

• Recipient agrees to disclose promptly to A all inventions, discoveries and improvements, whether or not patentable, relating to A´s Compound and derived from Recipient’s testing and evaluation of the Compound and A´s disclosure of Proprietary Information hereunder, which are conceived by Recipient in the course of Recipient's testing and evaluations under this Agreement, and Recipient agrees that all such inventions, discoveries and improvements shall become the sole property of A, and Recipient shall, at A´s expense, execute and deliver to A, all documents and take such other actions as may be reasonably required by A to assist A in obtaining patents and vesting title thereto in A.

• A does not warrant that the use of the Compound is safe and without hazard. The Recipient shall assume all risks in the use of the Compound.

• Recipient shall test the Compounds in accordance with all test protocols provided by A and in compliance with all applicable federal, state and local laws.

• All testing and other activities performed by Recipient are performed in Recipient’s capacity as an independent contractor.

• No rights other than those set forth herein are granted hereby and nothing contained in this Agreement shall be construed as creating an express or implied license to practice the Proprietary Information.

• This Agreement contains the entire understanding of the parties hereto, and may not be changed except by another writing executed by the parties and shall be interpreted in accordance with and governed by the laws of the State of North Carolina as if executed and fully performed in such state.

Please indicate your agreement by signing and returning the duplicate original of this letter to us.

A.

By:           _________________________________________

                 Name:

                 Title:

AGREED:          

By:           _________________________________________

                 Name:

                 Title: