Agreement drafted by the International Centre of Insect Physiology and Ecology (ICIPE) for the transfer of Biological Material and/or Related Information, 2000

This Memorandum of Agreement is made this _____day of __________ 20__ between the International Centre of Insect Physiology and Ecology (hereinafter referred to as "ICIPE") of the one part and ____________________________________________ (hereinafter referred to as "the Receiving Party"), of the other part.

Whereas ICIPE desires to provide the biological material and/or related information detailed hereunder on the terms and conditions hereinafter set forth, and

Whereas the Receiving Party is ready and willing to accept the biological material and/or related information on the said terms and conditions,

Now therefore the Parties hereby agree as follows:

1. Scope of Agreement

(a) This Agreement covers the following biological material, related information and/or activities as these may be supplemented by any annex to this Agreement that is duly signed by the Parties hereto:

_____________________________________________________________________________
_____________________________________________________________________________
_____________________________________________________________________________
_____________________________________________________________________________
_____________________________________________________________________________

(b) Any activities involving the biological material and/or related information that are not expressly authorised by the provisions of this Agreement and any annexes hereto shall be considered as expressly prohibited. This shall be understood so as to include, but not be limited to, any activities involving transfer to third parties, activities aimed at commercialisation or the claiming of rights of any kind over biological material and/or related information not specifically addressed by this Agreement.

2. Maintenance of Ownership and Rights by ICIPE

(a) ICIPE maintains ownership and all rights to the biological material and/or related information covered by this Agreement, understood so as to include ownership and rights to any derivatives thereof and information developed as a direct result of the provision of biological material and/or related information.

(b) The terms and conditions of this Article shall be subject to any express written agreement to the contrary that shall be attached as an annex hereto.

(c) The terms and conditions of this Article shall be subject to any third party ownership or possession of rights to the biological material and/or related information that is the subject of this Agreement. Where such third party rights exist, they shall be detailed in the annex to this Agreement along with evidence of ICIPE's legal authority to execute this Agreement.

3. Rights and Obligations

(a) The rights and obligations of the Parties are strictly limited to the terms and conditions of the Agreement. Accordingly, the Parties shall not be entitled to any benefit, payment, subsidy, compensation or entitlement except as expressly provided in this Agreement.

(b) The Receiving Party shall be solely liable for claims by third parties arising from the Receiving Party's own willful or negligent acts or omissions in the course of performing this Agreement, and under no circumstances shall ICIPE be held responsible for any such claims by third parties.

4. Consideration

(a) The Receiving Party's use of the biological material and/or related information for the purposes stipulated in this Agreement shall constitute consideration provided by ICIPE.

(b) The Receiving Party shall be considered to have provided adequate consideration by either of the following actions, unless expressly stated to the contrary in this Agreement or any annexes hereto:

5. The ICIPE Intellectual Property Policy

(a) Except as may be explicitly provided for to the contrary, in this Agreement or any annexes hereto, this Agreement shall be subject to the terms and conditions of the ICIPE Intellectual Property Policy 2000,

(b) the Parties hereby certify that they have read and understood the provisions of the ICIPE Intellectual Property Policy 2000.

6. Duration

(a) Where relating to biological material, this Agreement shall remain in force until the said biological material, and any derivatives and/or related information thereof, is returned to the satisfaction of ICIPE,

(b) where relating to information related to biological material, this Agreement shall be subject to any associated rights, such as copyright or trade secrets, which might be attached thereto,

(c) this Agreement may be replaced at any time by a subsequent agreement between the Parties.

7. Amendment or Variation of Agreement

Notwithstanding anything to the contrary contained in this Agreement, or any annexes hereto, this Agreement may be amended or varied to the extent mutually agreed by and between the parties hereto. Such agreement shall be stated expressly in writing and attached as an annex hereto.

8. Termination of Agreement

(a) This Agreement may be terminated by either Party at any time subject to the terms and conditions of Article 6 herein,

(b) in the event of the termination of this Agreement by either Party, such Party shall notify the other Party in writing, including details for such termination as are required to fulfil the terms and conditions of Article 6 herein.

9. Dispute Resolution

(a) The Parties agree to make good faith attempts to negotiate the resolution of disputes arising pursuant to this Agreement,

(b) where the Parties are unable to resolve any dispute arising pursuant to this Agreement within a period of three months, such dispute shall be resolved according to the terms and conditions of the ICIPE Charter.

10. Immunities and Privileges

Nothing in this Agreement shall be understood or construed so as to constitute a waiver of ICIPE's immunities and privileges as provided for under the ICIPE Charter or the ICIPE's Headquarters Agreement with the Government of Kenya.

In witness whereof, the Parties thereto have executed this Agreement.