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Standard Material Transfer Agreement (MTA) - b-science.net

  • Material Transfer Agreement (MTA) - standard version from 2019-08-14

  • between
    Providing Party, Name and Address:
    ___________________________________________
    ___________________________________________
    ___________________________________________
    ___________________________________________
    ___________________________________________
    (hereinafter _________________________________)

    and
    Receiving Party, Name and Address:
    ___________________________________________
    ___________________________________________
    ___________________________________________
    ___________________________________________
    ___________________________________________
    (hereinafter _________________________________)

    In the following, _________________________________ and
    _________________________________ shall be referred to individually as Party or together as Parties. Both Parties can act as Recipient or Provider of Confidential Information.
  • I. Preamble

  • 1. The intention of the Parties who sign this MTA is to exchange Materials for the purpose of energy storage research & development. This MTA shall govern the Parties’ use of the transferred Materials.
  • 2. Further specifics of a Collaboration between the Parties may be established by means of a separate contract.
  • 3. Each Party confirms that it has made no modifications to this MTA in sections I to VIII or Annex 2, compared to the standard version of this document from 2019-08-14, as published on b-science.net.
  • II. Definitions

  • 1. Thematic Area refers to the subject regarding which the Parties exchange Materials within the framework of this MTA. The Thematic Area shall be: energy storage, including corresponding precursor materials and applications. The Thematic Area may be defined more specifically in Annex 1, which is an integral part of this MTA.
  • 2. Material refers to a material or device as received by the Receiving Party in its original form from the Providing Party. The Material shall not include modifications, other substances or devices created by the Receiving Party based on the Material.
  • 3. Modification refers to a substance or device created by the Receiving Party that incorporates a Material from the Providing Party.
  • 4. Staff are all those persons who are either formally employed by, or who work for one of the Parties in another capacity (e.g. students, doctoral candidates, guest scientists, interns, consultants, etc.).
  • 5. The term Invention comprehensively refers to an invention, a discovery, a new observation, use, or a product based on, containing, or relating to a Material or Modification.
  • 6. Discussions designates all contacts between the Parties within the framework of this MTA, such as conversations, e-mail exchanges, meetings in person or other data exchanges.
  • 7. Collaboration refers to projects, mandates, contracts or other forms of Collaboration resulting from Discussions.
  • 8. Confidential Information designates all information, know-how, including technical, business and operational secrets, which are disclosed to the receiving Party by the disclosing Party orally or in writing. Written Confidential Information shall be marked ‘confidential’. Orally disclosed Confidential Information has to be confirmed in writing as being confidential within ten (10) days after disclosure.
  • III. Terms and Conditions of the MTA

  • 1. This MTA applies to all Materials transferred within the scope of the Thematic Area.
  • 2. The Providing Party retains all legal title and all rights for all Materials, including any Material incorporated or contained in Modifications.
  • 3. Materials are to be used only at the Receiving Party’s institutional facilities by Staff under the supervision of a representative that signed this MTA, within the scope of the Thematic Area.
  • 4. Except as expressly provided in this MTA, no rights are granted to the Receiving Party under any patent applications, trade secrets or other proprietary rights of the Providing Party.
  • 5. Materials are provided for research & development purposes only. The Receiving Party agrees that for any envisioned sale of a Material, Modification or related commercial services, the Receiving Party shall in advance negotiate in good faith with the Providing Party the terms of a commercial license. It is understood by the Receiving Party that the Providing Party shall have no obligation to grant such a license.
  • 6. The Receiving Party shall not transfer any Material or any Modification to third parties without the prior written approval of the Providing Party.
  • 7. If, in the performance of activities related to this MTA, a Party is given access to information that the Provider considers confidential, the rights and obligations of the Parties with respect to such Confidential Information shall be governed by the terms and conditions set forth in Annex 2, which is an integral part of this MTA.
  • 8. The Receiving Party may not engage in reverse-engineering, disassembly or decompilation efforts of Materials obtained through this MTA.
  • 9. The Receiving Party may not analyze Materials obtained through this MTA except to the extent defined in the Thematic Area.
  • 10. Upon request, the Receiving Party will send the Providing Party a confidential summary of results obtained with Materials and Modifications.
  • 11. If the Receiving Party’s work with a Material or Modification results in an Invention for which it intends to file a patent or other intellectual property right, it may do so only after disclosing the Invention to the Providing Party. Both Parties have to agree before an intellectual property right can be filed. The determination of patent ownership shall be based on inventorship.
  • 12. If the Receiving Party wishes to publicly disseminate results obtained based on a Modification in the scientific/technical literature or in a presentation at a scientific/technical conference, the Providing Party is allowed to review any manuscript or presentation before public dissemination for thirty (30) days and may block publication of its own proprietary or Confidential Information related to a Material. The Providing Party shall be acknowledged in the manuscript or publication unless if it prefers otherwise. At a minimum, the Receiving Party is allowed to publicly disseminate:

    a) results for Modifications within the scope of the Thematic Area, but not results related to a Material and its characteristics in its unmodified form;

    b) the identity of the Providing Party and the name of the furnished Material, to the extent necessary to permit for a reproducible experimental description according to scientific standards.
  • 13. Materials are experimental and will be used by the Receiving Party with prudence and appropriate caution, as not all of its characteristics are known. Materials will not be used in/for humans or animals.
  • 14. The Receiving Party will use Materials in compliance with all applicable laws, regulations and guidelines.
  • 15. The Receiving Party shall retain the right to refuse Materials. The Receiving Party shall inform the Disclosing Party of such a refusal and shall be obliged to return to the Disclosing Party any refused Materials that were already received.
  • 16. The contents of this MTA are confidential. It may not be forwarded to any third party without the other Party’s consent.
  • IV. Warranty and Liability

  • 1. All Materials and Confidential Information are provided on an as is basis.
  • 2. All warranties, express or implied, pertaining in particular to, but not limited to the use, merchantability, storage or disposal of Materials, are hereby disclaimed.
  • 3. Furthermore, all warranties, express or implied, pertaining in particular to, but not limited to the accuracy, non-infringement of any patent or other intellectual property rights, or fitness for a particular purpose of Materials or Confidential Information, are hereby disclaimed.
  • 4. The Receiving Party shall assume all liabilities for any damages arising from the use, storage or disposal of all Materials or Modifications.
  • 5. The Providing Party shall not be liable for any damages suffered by the other Party, its Staff, or others in relation to the use of Materials, Modifications or Confidential Information.
  • V. Duration and Termination

  • 1. This MTA enters into force once it is signed by the Parties and ends two (2) years after it entered into force, after which Materials provided by the Providing Party shall not be used any longer. Any extension of this period shall be agreed to in writing.
  • 2. Upon request by the Providing Party upon termination of this MTA, the Receiving Party shall either return or destroy Materials or Modifications and Confidential Information. If mandated by law or by other regulations Parties are obliged to follow, Confidential Information may be stored by the Recipient strictly for documentation purposes within the documentation time frame specified by the relevant mandate.
  • 3. This MTA can be terminated prematurely at any time by one of the Parties, provided notice is given in writing to the other Party, thirty (30) days in advance. In case of a premature termination other than for breach of this MTA, the Receiving Party may keep and use Materials, Modifications and Confidential Information for one (1) more year to finish any work within the scope of the Thematic Area.
  • 4. The terms and conditions of this MTA shall remain in effect for as long as they are pertinent to the subject matter.
  • VI. Amendments / Assignment

  • 1. Amendments to this MTA and legally relevant correspondence shall be in writing.
  • 2. This MTA may not be assigned without the written consent of the Providing Party.
  • VII. Severability Clause

  • 1. Should individual provisions of this MTA be invalid, in whole or in part, then the validity of the remaining provisions shall remain unaffected.
  • 2. The Parties shall be mutually obliged to replace invalid provisions with legally applicable provisions which conform to the greatest possible extent to the sense and purpose of the present MTA.
  • VIII. Applicable Law and Court of Jurisdiction

  • If Parties are based in the same country:
  • 1. This NDA shall be governed by national law in which both Parties reside, without regard to principles of conflict of laws therein.
  • 2. Parties agree to resolve conflicts between themselves in an amicable manner whenever possible.
  • 3. If both Parties agree, one conflict arbitrator approved by both Parties will make the final decision regarding resolution of any conflict.
  • 4. Upon request by any Party before entering conflict arbitration, the case shall be brought forward to the court of jurisdiction of the capital of their home country. If both Parties are based in the same local administrative entity (such as a Canton, State, Prefecture, etc.) and if both Parties agree, the court of jurisdiction may be moved to the capital of their administrative entity.
  • If Parties are based in different countries:
  • 1. This MTA shall be governed by Swiss law, without regard to principles of conflict of laws therein.
  • 2. Parties agree to resolve conflicts between themselves in an amicable manner whenever possible.
  • 3. If both Parties agree, any conflict shall be resolved by arbitration in accordance with the Swiss Rules of International Arbitration of the Swiss Chambers' Arbitration Institution in force on the date on which the Notice of Arbitration is submitted in accordance with these Rules. The number of arbitrators shall be one. The seat of arbitration shall be the city of Zurich, Switzerland. The arbitration proceedings shall be conducted in English.
  • 4. Upon request by any Party before entering conflict arbitration, the case shall be brought forward to the court of jurisdiction of the city of Zurich, Switzerland, which is the exclusive place of jurisdiction.
  • This Material Transfer Agreement (MTA) is executed in two originals and duly signed by the authorized representatives of the Parties hereto:

    Acceptance of the Material Transfer Agreement (MTA) by Providing Party:

    Place/Date:

    Signature:

    Name:

    Function:

    Organization:

    Acceptance of the Material Transfer Agreement (MTA) by Receiving Party:

    Place/Date:

    Signature:

    Name:

    Function:

    Organization:
  • Annex 1: Specific Description of the Thematic Area
  • ___________________________________________
    ___________________________________________
    ___________________________________________
    ___________________________________________
    ___________________________________________
  • Annex 2: Exchange of Confidential Information

  • I. Confidentiality Obligation / Use of Confidential Information
  • 1. The confidentiality obligation means that the Recipient shall handle and store with due care Confidential Information disclosed by the Provider and:

    a) may provide it only to those Staff who require access to the Confidential Information in order to fulfil their duties in connection with the Discussions and Collaboration and who are obliged to respect confidentiality obligations because of the conditions of their employment;

    b) may not distribute it outside the area in which it is subject to their supervision and may neither publish it nor otherwise disclose it to third parties without the written authorization of the Provider;

    c) shall use it only within the scope of the Collaboration, not for other research & development projects or other purposes that do not relate to the Collaboration.
  • 2. Neither Party is obliged to disclose any information to the other Party, or to enter into a further Collaboration.
  • 3. The Confidential Information shall remain the property of the Provider. Nothing in this MTA shall be construed as granting to the Recipient any license or right of any kind with respect to the Confidential Information or any intellectual property of the Provider.
  • 4. The confidentiality obligation of the Recipient with regard to Confidential Information disclosed before termination of this MTA shall remain in effect for a further five (5) years after termination of this MTA.
  • II. Exceptions

  • 1. The obligations imposed on the Recipient by this MTA shall not apply to any Confidential Information or portion thereof disclosed by the Provider for which the Recipient is able to prove that:

    a) it was in the public domain or public knowledge at the time it was transmitted to the Recipient;

    b) it later fell into the public domain or public knowledge for reasons other than an action or omission attributable to the Recipient that is a breach of this MTA;

    c) it was already in the Recipient’s possession, without any limitation regarding its disclosure at the time it was transmitted to the Recipient by the Provider, provided that such prior possession is supported by written evidence;

    d) it was obtained in good faith and without any commitment relating to confidentiality from a third party entitled to disclose it;

    e) it is or was independently developed by the Recipient without use of Confidential Information of the Provider.
  • 2. Confidentiality obligations shall not apply to any portion of Confidential Information required to be disclosed as a result of a court order or pursuant to a government action, provided that the Recipient shall inform the Provider of any such order or action to give the Provider the opportunity to request a protective order.