Contracts Database: Contract Summaries
| Exclusive Variety License Agreement between her Majesty the Queen in Right of Canada, as represented by the Ministry of Agriculture and Agri-Food (AAFC), and the Company | |
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Subject matter |
Plant Genetic Resources: seeds. |
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Summary of use(s) |
The Company shall only use the seed received from AAFC for the production of Pedigree Seed. The Company shall provide AAFC or its designate, on the first of March of each calendar year of the License, upon AAFC?s request and at no cost to AAFC, with up to fifty (100) kilograms of certified, or higher quality untreated seed, for research and development purposes only. The Company agrees to provide to provincial variety testing agencies seed for provincial adaptation trials, subject to the availability of suitable seed. Any improvements of any kind or manner whatsoever, including without limitation, reselection, derivative, clonal variant or gene insertion may be the subject of a separate license, if AAFC decides to license the improved Variety or derivative, in AAFC?s unfettered discretion. |
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Purpose or background |
AAFC is one of the major performers in Canada of agricultural research, including livestock, crop, genetics and land resources research; AAFC has developed the Variety officially known ****; AAFC wishes to make Certified Seed of the Variety widely available in sufficient quantities to meet the needs of Canadian agriculture; AAFC conducted a Request for Proposals in **** 2001 seeking a proponent who gave the overall best value to AAFC in exchange for a sole license for the sale of the Variety in the Licensed Territory; The Company?s proposal was accepted by AAFC for the Variety; and the Parties have incorporated the salient elements of the Company?s proposal into this license. |
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Text of Contract or Questionnaire |
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Contact details |
Carl Lynn, Commercialization Officer, Agriculture and Agri-Food Canada (AAFC), Research Branch, 107 Science Place, Saskatoon, Saskatchewan, S7N 0X2, Canada. |
Clauses Applicable to this Specific Contract
Intellectual Property Related Clauses |
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| Patents | Clause 8.1.7: Disclaimers |
| Plant Breeders' Rights | Clause 4.2: Exploitation of licensed product Clause 8.1.7: Disclaimers Clause 11.3: Infringement |
| Licensing | Clause 1.5: Definitions Clause 2: Grant and reservations Clause 4: Exploitation of licensed product |
| Assignment | Clause 12.2.1: Automatic termination Clause 14.8: Successors and Assigns Clauses 15.2, 15.3: Legal Rights |
Other Clauses |
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| Definitions | Clause 1: Definitions |
| Confidentiality | Clause 6.8: Audit confidentiality Clause 13.13.4: Alternative dispute resolution |
| Monetary Benefit-Sharing | Clause 5: Fees and royalties |
| Dispute Resolution | Clause 1.2: Definitions Clause 13: Alternative Dispute Resolution Clause 14.18, 14.19: Attornment, USA Jury Trial |
| Governing Law of the Contract | Clause 13.6.4: Applicable substantive law Clause 14.17, 14.18: Forum conveniens, Applicable Law |
| Contract Verification | Clause 4.2.3: Character and Quality of the Variety Clause 4.4: Quality Control Clause 6: Records, quality control, audit |
| Termination | Clause 2.6: Grant and reservations Clause 3: Term Clause 5.9: Fees and royalties Clause 12: Termination Clause 14.23.4: Force majeure |
| Other | Clause 2.7: Regulatory Permissions Clause 14.5: Independent legal advice |
Practical Advice |
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| Model Contracts/Clauses | Question 21 |
| Lessons Learned | Question 22 |
