MATERIALS
TRANSFER AGREEMENT
The University of Texas Southwestern
Medical Center at Dallas agrees to provide __________ with certain materials
and know-how for the purposes stated herein under the following conditions:
- The parties to this Agreement
are: __________, hereinafter “__________”, and the University of
Texas Southwestern Medical Center at Dallas, hereinafter “UT SOUTHWESTERN”.
The research (as hereinafter defined) will be conducted by __________ under
the supervision of __________, hereinafter “SCIENTIST”.
- The Material that is covered by
this Agreement includes: (a) __________, which was developed by __________
of UT Southwestern, and (b) any related biological material or associated
know-how and data that will be provided by UT SOUTHWESTERN or received by
SCIENTIST from UT SOUTHWESTERN, hereinafter “Material”. The Material
is considered proprietary to UT SOUTHWESTERN. UT SOUTHWESTERN shall be free,
in its sole discretion, to distribute the Material to others and to use it
for its own purposes.
- The Material shall be used by
SCIENTIST in research to study __________, hereinafter “Research”.
- (Optional - to be used when Recipient
is commercial entity) __________ will reimburse UT SOUTHWESTERN for its costs
of producing the Material at the rate of $__________ per __________ of Material.
UT SOUTHWESTERN will have available for __________ a total of __________ of
Material.
- Neither SCIENTIST nor __________
shall distribute, release, or in any way disclose the Material to any person
or entity other than laboratory personnel under SCIENTIST’S direct supervision,
and SCIENTIST and __________ shall ensure that no one will be allowed to take
or send Material to any other location, unless written permission is obtained
for investigational use only in laboratory animals or in vitro experiments.
__________ agrees that the Material will not be used for any other purpose.
Neither the Material nor any biological materials treated therewith will be
used in human beings.
- This Agreement and the resulting
transfer of Material constitute a license to use the Material solely for __________
internal research use. Subject to the provisions in paragraph 7/8 (depending
on whether optional paragraph 4 is used), __________ agrees that nothing herein
shall be deemed to grant to __________ or SCIENTIST any rights under any UT
SOUTHWESTERN patents or any rights to use the Material for any products or
processes for profit-making or commercial purposes. The Material will not
be used in research that is subject to consulting or licensing obligations
of __________ or SCIENTIST to another individual, institution or business
entity unless prior written permission is obtained from UT SOUTHWESTERN.
- __________ shall have no rights
in the Material other than as provided in this Agreement. At the request of
UT SOUTHWESTERN, __________ will return all unused Material.
- __________ will inform UT SOUTHWESTERN,
in confidence, of results of Research related to the Material by personal
written communication or by providing UT SOUTHWESTERN with a draft manuscript
describing such results. If __________’s SCIENTIST desires to publish
such Research results in a noncommerical scientific publication, __________
will provide UT SOUTHWESTERN with a copy of any manuscript or abstract disclosing
such Research results prior to submission thereof to a publisher or to any
third party, and in any case, not less than forty-five (45) days prior to
any public disclosure, for the purpose of protecting the Material and any
proprietary and intellectual property of UT SOUTHWESTERN that might be disclosed
by such publication. If the publication comes about, __________ agrees to
acknowledge UT SOUTHWESTERN scientists, as academically and scientifically
appropriate, based on provision of the Material or other direct contribution
to the Research. UT SOUTHWESTERN agrees that it will acknowledge SCIENTIST’S
publications, as academically and scientifically appropriate, in its publications,
which may refer to the results of SCIENTIST’S Research.
- The Material is experimental in
nature and it is provided WITHOUT WARRANTY OF MERCHANTABILITY OR FITNESS FOR
A PARTICULAR PURPOSE OR ANY OTHER WARRANTY, EXPRESS OR IMPLIED. UT SOUTHWESTERN
MAKES NO REPRESENTATION OR WARRANTY THAT THE USE OF THE MATERIAL WILL NOT
INFRINGE ANY PATENT OR OTHER PROPRIETARY RIGHT.
- In no event shall UT SOUTHWESTERN
be liable for any use by SCIENTIST or __________ of the Material for any loss,
claim, damage or liability, of whatsoever kind of nature, which may arise
from or in connection with this Agreement or the use, handling or storage
of the Material. (Except where limited by Federal law, or by the constitution
and laws of the state governing the recipient,) __________ agrees to hold
harmless The University of Texas System (hereinafter referred to as System),
UT SOUTHWESTERN, their Regents, officers, agents and employees, from any liability,
loss or damage they may suffer as a result of claims, demands, costs or judgments
against them arising out of the activities to be carried out pursuant to this
Agreement and the use by __________ of the results obtained from Research.
- SCIENTIST and __________ will
use the Material in compliance with all laws, governmental regulations and
guidelines applicable to the Material, including any specially applicable
to research with recombinant DNA, and when the Material is used in the United
States, SCIENTIST will comply with current NIH guidelines.
- This Agreement is not assignable,
whether by operation of law or otherwise, without the prior written consent
of UT SOUTHWESTERN.
- This Agreement shall be governed
by and interpreted in accordance with the laws of the State of Texas.
THE UNIVERSITY OF TEXAS SOUTHWESTERN
MEDICAL CENTER AT DALLAS
5323 Harry Hines Boulevard
Dallas, Texas 75235-9013
_________________________________
Peter H. Fitzgerald, Ph.D.
Executive Vice President for Business Affairs
Date: ___________________________
______________________________________
Name:
Title:
Date: ___________________________
Agreements,
Forms and Samples | Intellectual Property Section
University of Texas System Office of
General Counsel
Comments to intellectualproperty@utsystem.edu
Last updated: March 16, 2007
