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Model Transfer Agreement: Terms and Conditions of limited non-exclusive license model agreement to use genetic material of the Culture Collection of Dairy Microorganisms (CCDM) of the Czech Republic

Subject matter
Plant genetic resources for Food and Agriculture

Summary of use(s)
Academic research, teaching or quality control purposes

Purpose or background
This Model Material Transfer Agreement of the Culture Collection of Dairy Microorganisms (CCDM) of the Crop Research Institute (CRI) of the Czech Republic as provider to recipient is for the purpose of academic research, teaching or quality control.

Contact details
 Ms Krizkova, Crop Research Institute, Czech Republic, Drnovska 507, Prague 6, 161 06, krizkova@vurv.cz, +420 233 022 419, +420 233 311 592

 

TERMS AND CONDITIONS

  1. The PROVIDER is willing to transfer the MATERIAL to RECIPIENT and to grant  RECIPIENT a limited non-exclusive license to use the MATERIAL under the terms and conditions specified in this Material Transfer Agreement (MTA). The RECIPIENT accepts the terms and conditions of this MTA by placing an order with the PROVIDER.
  2. This MTA applies, among other things, to the use, handling, supply, distribution, sale, and any disposition of the MATERIAL supplied by the PROVIDER.
  3. The RECIPIENT shall not sell, lease, license, lend, supply, distribute or otherwise transfer the MATERIAL to any others, save those involved in LEGITIMATE EXCHANGES.
  4. The RECIPIENT agrees that the MATERIAL is to be used under the responsibility of the RECIPIENT, in compliance with all applicable laws and regulations.
  5. Subject to the terms and conditions of this Agreement and any statutory, regulatory or other restriction imposed by law or any third party interest, RECIPIENT may use the MATERIAL in any lawful manner for academic research, teaching or quality control purposes. Any COMMERCIAL USE of the MATERIAL requires the prior written authorization of the PROVIDER. Such approval will not be unreasonably withheld.
  6. The RECIPIENT agrees to provide appropriate acknowledgement of the provenance of the MATERIAL and of the PROVIDER’s reference in all publications, such as recommended by the Convention on Biological Diversity and in the code of conduct MOSAICC, taking also into account specific national laws and international regulations regarding TRIPS article 29 as to the conditions on patent applicants concerning invention disclosure.
  7. Use of the MATERIAL may be subject to intellectual property rights. No express or implied licenses or other rights are provided herein to the RECIPIENT under any patents, patent applications, trade secrets or other proprietary rights. In particular, no express or implied licenses or other rights are provided to use the MATERIAL or any related patents for COMMERCIAL USE.
  8. RECIPIENT shall have the sole responsibility for obtaining any intellectual property licenses necessary for its use of the MATERIAL. The RECIPIENT agrees, in advance of such use, to negotiate in good faith with the intellectual property rights owner(s) to establish the terms of a commercial license; taking also into account specific national laws regarding article 15.7 of the Convention on Biological Diversity as to conditions concerning benefit sharing.
  9. The use of the MATERIAL may be subject to specific restrictions which are mentioned  in the catalogue description for the particular MATERIAL and are hereby acknowledged by RECIPIENT.
  10. Any MATERIAL delivered pursuant to this MTA is understood to be experimental in nature and may have hazardous properties. The PROVIDER makes no representations and extends no warranties of any kind, either expressed or implied. There are no express or implied warranties, including any warranty of merchantability or fitness for a particular purpose, or that the use of the MATERIAL does not or will not infringe any patent, copyright, trademark, or other proprietary rights.
  11. The PROVIDER will process, package and ship the MATERIAL in accordance with applicable laws and regulations. RECIPIENT is responsible for ensuring that all permits required for RECIPIENT to receive its order are obtained.
  12. Except to the extent prohibited by law, the RECIPIENT assumes all liability for damages, which may arise from its use, storage or disposal of the MATERIAL.. The PROVIDER will not be liable to the RECIPIENT for any loss, claim or demand made by the RECIPIENT, or made against the RECIPIENT or the PROVIDER, by any other party, due to or arising from the use of the MATERIAL by the RECIPIENT, except to the extent caused by the wilful misconduct of the PROVIDER. Except to the extent prohibited by law or to the extent caused by the wilful misconduct of the PROVIDER, the RECIPIENT shall indemnify and hold the PROVIDER harmless against any such claims or demands which are made against PROVIDER.
  13. Neither this Agreement nor any rights or obligations contained herein are assignable, whether by operation of law or otherwise, without the prior written consent of the PROVIDER.
  14. The version of the MTA applicable to any MATERIAL ordered by the RECIPIENT shall be the version in effect at the time of order placement.
  15. Czech laws (with exclusion of its conflict of law provisions) shall govern this Agreement. Czech laws will preempt any conflicting or inconsistent provisions in this Agreement. The Brussels Courts will be exclusively competent to judge any conflict arising out of this Agreement.
  16. Invoices are payable at thirty days from invoice date.


DEFINITIONS

  1. PROVIDER: CCDM (Culture Collection of Dairy Microorganisms)
  2. RECIPIENT: See purchaser on invoice and end user on delivery note if different of purchaser.
  3. DEPOSITOR: legal entity or individual that deposits ORIGINAL MATERIAL in the custody of the PROVIDER.
  4. RESEARCH GROUP: Entitled scientists working in a same laboratory, or contractually bound to work on the same research topic.
  5. MATERIAL: ORIGINAL MATERIAL, PROGENY, and UNMODIFIED DERIVATIVES. The MATERIAL shall not include MODIFICATIONS. The description of the MATERIAL being transferred is on delivery note and invoice.
  6. ORIGINAL MATERIAL: that which was supplied to the PROVIDER by the DEPOSITOR.
  7. PROGENY: Unmodified descendant from the ORIGINAL MATERIAL, such as cell from cell, or organism from organism.
  8. UNMODIFIED DERIVATIVES: Substances created by the RECIPIENT which constitute an unmodified functional subunit of the MATERIAL.
  9. MODIFICATIONS: Substances created by the RECIPIENT using the MATERIAL, which are not ORIGINAL MATERIAL, PROGENY or UNMODIFIED DERIVATIVES, and which have new properties.
  10. LEGITIMATE EXCHANGE: The transfer of the MATERIAL within the Research Group. LEGITIMATE EXCHANGE also includes the transfer of MATERIAL between named culture collections/biological resources centres for accession purposes, provided that further distribution by the receiving culture collections/biological resources centre is under MTA provisions compatible and equivalent as those in place at the supplying collection.
  11. COMMERCIAL USE: the use of the MATERIAL for the purpose of profit. COMMERCIAL USE shall include the sale, leasing, exchange, license, or other transfer of MATERIAL for profit purposes. COMMERCIAL USE shall also include uses of MATERIAL to establish service business activities, to manufacture products, to perform contract research, or to conduct research activities for profit purposes. 
 
 

REPLY TO WIPO/GRTKF/IC/Q.6

Question 1:  Please give the contract title.

Response:

Terms and conditions - CCDM


Question 2:  Please identify the contract parties.

Response:

indetermined


Question 4:  Please state the overall contract’s purpose.

 Response:

Research or Educational Application only                            X
 


Question 5:  Please state the contract’s objective.

Response:

academic research, teaching or quality control purposes


Question 6:  Please identify the scope of the contract.

Response:
 
Microbial Genetic Resources                                                 X
 

Question 7:  Please state whether the genetic resources are being supplied from in-situ conditions or from ex-situ conditions. "In-situ conditions" means conditions where genetic resources exist within ecosystems and natural habitats, and, in the case of domesticated or cultivated species, in the surroundings where they have developed their distinctive properties.   "Ex situ conditions" means conditions where genetic resources exist outside their natural habitats; for instance, a germplasm bank or microbial collection:
 
Ex-Situ Conditions                                                                 X

 
Question 8:  Contract Activities:  Please state the permitted uses of the genetic resources under the contract.

Response:

Academic research, teaching or quality control purposes


Question 10:  Please state the date that the contract came into force.

Response:

This is a model contract.


Question 11:  Please state the contract’s duration. 

Response:

one-off


Question 12:  Please identify and record all intellectual property (IP) related clauses in the contract. For example:

Response:

Clause(s) relating to:

Please set out relevant clause(s) or summary of clause(s) including, if appropriate, explanation of the context of the clause(s) in relation to the contract and/or project as a whole
 

Industrial property incl. patents, trademarks, geographical indications and appellations of origin, etc.

 

RECIPIENT shall have the sole responsibility for obtaining any intellectual property licenses necessary for its use of the MATERIAL. The RECIPIENT agrees, in advance of such use, to negotiate in good faith with the intellectual property rights owner(s) to establish the terms of a commercial license; taking also into account specific national laws regarding article 15.7 of the Convention on Biological Diversity as to conditions concerning benefit sharing

Licensing

no express or implied licenses or other rights are provided to use the MATERIAL or any related patents for COMMERCIAL USE

 

Other.  Please list below:

e.g. publications, exclusivity of supply, future supply of resources in the event of successful research, etc.
 

The RECIPIENT agrees to provide appropriate acknowledgement of the provenance of the MATERIAL and of the PROVIDER’s reference in all publications


Question 15:  Please share any additional information that may give useful perspective to the IP aspects of the contract.  For instance, relevant contractual definitions;  terms of transfer to third parties, etc.

Response:

The RECIPIENT shall not sell, lease, license, lend, supply, distribute or otherwise transfer the MATERIAL to any others


Question 16:  Please identify any laws and regulations applicable to the contract in question, in particular any relevant IP-related clauses in legislation regulating access to genetic resources and in any sui generis legislation to protect associated traditional knowledge:

Response:

Existing Laws and Regulations

Please state name and date of law and, if possible, relevant clause number(s)

National laws and regulations in provider country

the Act of the Czech Republic No. 148/2003 Sb (concerning plant and microorganisms genetic resourses), regulation No. 458/2003 Sb

 
Question 19:  Dispute Resolution:  Please state how the parties have agreed to resolve any disputes that might arise under the contract (mediation, conciliation, arbitration, national jurisdiction etc) identifying, in particular, the agreed dispute resolution body (international, regional, national, or local). 

Response:

Czech laws (with exclusion of its conflict of law provisions) shall govern this Agreement. Czech laws will preempt any conflicting or inconsistent provisions in this Agreement. The Brussels Courts will be exclusively competent to judge any conflict arising out of this Agreement.

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