ISTITUTO ZOOPROFILATTICO SPERIMENTALE DELLA LOMBARDIA E DELLEMILIA ROMAGNA (IZSLER)

istituto zooprofilattico sperimentale della lombardia e dellemilia- romagna (izsler) biobanking of veterinary resources (bvr) bio

ISTITUTO ZOOPROFILATTICO SPERIMENTALE
DELLA LOMBARDIA E DELL'EMILIA- ROMAGNA (IZSLER)
Biobanking of Veterinary Resources (BVR)
Biobanking of Veterinary Resources (BVR)
MATERIAL TRANSFER AGREEMENT
The Istituto Zooprofilattico Sperimentale della Lombardia e dell’Emilia
Romagna “Bruno Ubertini” (hereinafter referred to as “IZSLER-BVR”), established
in Brescia, via A. Bianchi 9, VAT number 00284840170 represented by its
Director General Prof. Stefano Cinotti, born in Bologna on March 18th
1949, domiciliated for the purpose at Istituto:
transfer
to the Recipient the Material only subject to the following conditions:
1. Definitions
==============
1.
For the purposes of this agreement the following definitions shall
apply:
*
Recipient means the Party that requests and receives the Material
as specified in the Application Form;
*
Material means any material or part of it provided to the Recipient
and identified in the Application Form;
*
Modification means any substance that contains or incorporates
a significant or substantial portion of the Material, its Progeny
or Unmodified Derivative;
*
Progeny means an unmodified descendant from the Material, such
as virus from virus, cell from cell, or organism from organism;
*
Unmodified Derivative means any substance created by the Recipient
which constitutes an unmodified functional subunit or product
expressed by the Material;
*
Recipient Scientist means the individual scientist who is referenced
on the Application Form employed or retained by the Recipient
who is responsible for receiving and using the Material;
*
Commercial Use means the sale, lease or other transfer of the
Material to any commercial organization;
*
Services: activities to be performed.
2. Structure of this contract
=============================
1.
This document consists of:
*
Material Transfer Agreement;
============================
*
Application Form, indicating the data regarding the Recipient
and the Recipient Scientist, the Material, the price of the transfer,
any limitation of use and any other note relating to the nature
of the Material and transfer.
3. Purpose of the transfer
==========================
1. IZSLER-BVR shall transfer to the Recipient the Material indicated in
the Application Form. Unless otherwise agreed, the Material and the Progeny
may only be used by the Recipient Scientist for scientific research purposes.
Such activity shall be performed by the internal personnel of the Recipient,
i.e. by the Recipient Scientist and his/her collaborators.
4. Recipient Obligations
========================
1.
Any Commercial Use of the Material without prior written consent from
IZSLER-BVR is strictly forbidden. The Material can not be transferred,
sold, given, distributed to third parties without prior written consent
from IZSLER-BVR.
2.
In no case the Recipient will start a patent application or exploit
the Material, without prior written consent from IZSLER-BVR.
3.
Unless otherwise authorized by IZSLER-BVR in writing, the Material
and Derivatives shall not be incorporated into any service or product
for sale, or used for the commercial provision or production of
any service or product for sale. For the avoidance of doubts, genomic
or plasmid nucleic acids from all of IZSLER-BVR’s cultures or microorganisms
shall be deemed as Derivatives.
5. Recipient Responsibility
===========================
1.
The Recipient undertakes to use the Material in full compliance with
any national and international applicable law, including any disposition
and guidelines regarding health and scientific research. In particular,
the Material having intrinsic health risk shall be handled in full
respect of the specific law and in compliance with all the necessary
precautions.
2.
The Recipient represents that within its laboratories:
*
access to the Material, Progeny and Modification will be restricted
to personnel capable and qualified to safely handle those substances,
using appropriate containment;
*
recipient shall use the utmost precaution to minimise any risk
of harm to persons and property and to safeguard them from theft
or misuse.
3.
The Recipient also acknowledges that in no event the Material applies
directly or indirectly to humans.
4.
The Recipient assumes all liability for any and all third party damages
and claims arising out of or relating to this Agreement, including
the receipt, use, handling, storage, conservation of the Material.
To the extent permitted by applicable law, the Recipient agrees to
indemnify, defend and hold harmless IZSLER-BVR against all third
party claims, losses, expenses and damages, including reasonable attorneys’
fees.
5.
IZSLER-BVR shall have no liability towards the Recipient or its employees
in the event that the Material and/or Derivatives infringe any intellectual
property rights of third parties. IZSLER-BVR makes no warranties for
the absence of any third party industrial property rights on the Material.
6. IZSLER-BVR Warranty
======================
1.
IZSLER-BVR warrants that all supplied Material complies with its specification
as set out by IZSLER-BVR. If the Material does not comply with the
specification, the Recipient shall send a written notification to
IZSLER-BVR within thirty (30) days after the receipt of the Material
(or in case non-delivery of Material, within thirty (30) days of the
agreed scheduled date of delivery). Recipient exclusive remedy, IZSLER-BVR
shall at its own discretion either (i) refund the fee paid to IZSLER-BVR
for such Material (exclusive of shipping and handling charges), or
(ii) replace the Material. This warranty is valid if the Recipient
ensures that the Material has been stored or processed according to
the specifications detailed on the data sheet provided with the Material.
The Recipient hereby accepts the shipping method and conditions for
each specific Material and agrees with Incoterms as outlined by IZSLER-BVR
at the time of placing the order.
2.
In addition, IZSLER-BVR may impose further terms and conditions upon
the supply of a particular Material. In this case, IZSLER -BVR shall
provide the Recipient with details of these additional terms and conditions.
Such additional terms and conditions shall, upon acceptance by the
Recipient be deemed to be incorporated into the relevant contract.
3.
IZSLER-BVR and its employees shall not be responsible for any loss
or damage that the Recipient may suffer arising out of or relating
to the use of the Material.
7. Industrial Property
======================
1.
IZSLER-BVR is the owner of the property and all the rights on the
Material, Progeny and Unmodified Derivative. The transfer does not
grant to the Recipient the ownership of the Material, or any intellectual
and industrial property rights.
2.
IZSLER-BVR and the Recipient shall be co-owner of possible Modification
of the Material or substances created through the use of the Material.
In that case the Parties shall negotiate with an appropriate written
agreement the means of commercial exploitation, patenting, and the
regulation of the respective aspects.
3.
In any case, each Party shall be entitled to use such substances
for research purposes, internal laboratory and educational activities.
¶
8. Research outcomes and publication
====================================
1.
The Recipient is free to release scientific publications concerning
the outcomes of the scientific research carried out with the Material.
2.
Every publication referred to the Material or Derivatives shall acknowledge
the source of the Material (quoting BVR's catalogue reference number)
giving the due reference to the work of the original depositor.
9. Transfer
===========
1. The Recipient shall non transfer to third parties any rights under
this Agreement.
10. Applicable Law and Jurisdiction
===================================
1.
This Agreement shall be governed by the Italian law. As regards with
anything not expressly provided for in this agreement the Italian
law shall apply.
2.
Any disputes arising under this Agreement, even relating to interpretation
and enforcement of this Agreement, shall be tried in the Court of
Brescia.
For Istituto Zooprofilattico Sperimentale
della Lombardia e dell’Emilia Romagna
“Bruno Ubertini”
(date dd/mm/yyyy) __________________________
For the Recipient
The Legal Representative
(date dd/mm/yyyy) __________________________
Under Articles 1341 and 1342 of the Italian Civil Code the Recipient expressly
represents to approve clause under articles 5, 6 and 10 by additional
signature below.
For the Recipient
Group 47 The Legal Representative
APPLICATION FORM
Annexed to MTA
Provider
Istituto Zooprofilattico Sperimentale
della Lombardia e dell’Emilia Romagna
“Bruno Ubertini”
via Bianchi 9
25124 Brescia
Scientist Provider
___________________________________
___________________________________
(phone)_____________________________
(e.mail)_____________________________
Recipient
(address)____________________________
___________________________________
(legal representative)__________________
___________________________________
Scientist Recipient
___________________________________
___________________________________
(phone)_____________________________
(e.mail)_____________________________
Material description and Code:
Material quantity:
Other information:
Price:____________________
For Istituto Zooprofilattico Sperimentale
della Lombardia e dell’Emilia Romagna
“Bruno Ubertini”
__________________________________
(date dd/mm/yyyy)___________________
For Recipient
The Legal Representative
__________________________________
(date dd/mm/yyyy)___________________
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