Terms and Conditions

The Recipient will be asked to agree to these Terms and Conditions by signing a Materials Transfer Agreement (MTA) with the Developer. The MTA will be sent to the Recipient for signatures following the receipt of an order form by the TSE-Resource Centre.

1. Defined Terms

For the purpose of the Agreement, the following terms shall be understood to mean:

2. The MATERIAL and Confidential Information are provided for the internal, non-clinical purposes of the Project only, and shall not be used for any commercial purpose or commercially sponsored research whatsoever. The MATERIAL shall not be used for any research that is subject to consultancy or licensing obligations to another institution, corporation or business entity, unless written permission is obtained in advance from the Developer. The MATERIAL shall not be used for research, diagnosis, therapy or treatment involving human subjects or any other clinical purposes, nor shall it be used for diagnosis, therapy or treatment of animals.

3. The Developer shall retain ownership of the MATERIAL at all times, and no rights, title or interest in or to the MATERIAL is hereby granted to the Recipient, except as expressly provided in this Agreement.

4. The MATERIAL is experimental in nature, and accordingly the Developer makes no representations of any kind, either express or implied, of merchantability or fitness for a particular purpose, or that the use of the MATERIAL will not infringe any patent, copyright, trademark or other proprietary rights.

5. The Recipient warrants that the Recipient Scientist is qualified by training and experience to perform the Project, and shall be responsible for the proper and safe handling, storage and use of the MATERIAL in accordance with all instructions or advice which may be given by the Developer or by the TSE Resource Centre on behalf of the Developer ,and in accordance with all applicable laws and regulations.

6. The MATERIAL must only be used (i) in the Recipient Scientist’s laboratory, at the Recipient’s premises; and (ii) by the Recipient Scientist, or by persons under the Recipient Scientist’s direct supervision and control. The Recipient undertakes that any person involved in the Project, or having access to the MATERIAL shall be made aware of and bound by the terms of this Agreement.

7. The Recipient shall retain ownership of (i) any Modifications created in the course of the Project, except the MATERIAL contained or incorporated therein; and (ii) any substances other than Progeny, Unmodified Derivatives or Modifications which are created through the use of the MATERIAL or Modifications.

8. The Recipient agrees to provide a report in writing to the Developer describing the Results obtained in the performance of the Project:

(a) on request, and, (b) automatically, without any request, every year at the anniversary date of the present agreement, calculated on the basis of the last date of signature.

9. The Recipient and the Recipient Scientist shall keep secret any Confidential Information provided by the Developer, for so long as such Confidential Information remains confidential in nature.

10. The obligation of Clause 9 shall not apply where the Recipient or the Recipient Scientist can prove that the Confidential Information:

(a) has become public knowledge, other than through an unauthorised disclosure by the Recipient or Recipient Scientist; (b) was already known to the Recipient or Recipient Scientist, prior to disclosure by the Developer ; (c) was disclosed to the Recipient or the Recipient Scientist by a third party not under any obligation of confidence to the Developer; (d) was released from confidential status by written authorisation of the Developer; (e) was independently developed by an employee of the Recipient who did not have access to the Confidential Information; or (f) is required to be disclosed by law or by requirement of a regulatory body.

11. The Recipient Scientist shall timeously notify the Developer of any publication related to the Project.

12. The Recipient Scientist shall acknowledge the TSE Resource Centre and the Developer as the source of the MATERIAL, and shall reference the following publication in any and all publications reporting their use of the MATERIAL: "[The Original Material] was obtained from the TSE Resource Centre, The Roslin Institute, University of Edinburgh".

13. On request, the Recipient shall provide the Developer with samples of any Modifications made during the Project; and shall permit the Developer to use such Modifications for research and education purposes only.

14. On completion of the Project, or on termination of the Agreement, whichever is earliest:

(a) all remaining MATERIAL shall be disposed of in a manner compliant with local Health & Safety regulations and associated legislation pertaining to the Recipient; (b) all Confidential Information, in whatever form, including copies of all or any part thereof shall be returned to the Developer, save that the Recipient may retain one copy solely for record purposes.

15. The Recipient shall not make commercial use of any Modifications or Results unless such commercial use is specifically permitted by the Developer and governed by a further written agreement with the Developer under which the Developer shall be entitled to an equitable share of any revenue received by the Recipient from such commercial use.

16. The Material and/or the Confidential Information shall not be provided to any third party without the prior written consent of the Developer.

17. The Developer shall have no liability to the Recipient in relation to the supply of the Material to the Recipient or its use by the Recipient or the Recipient Scientist. Except to the extent prohibited by law, the Recipient shall indemnify and hold harmless the Developer from any and all claims, suits and liabilities arising from any use, storage or disposal of the Material by the Recipient or the Recipient Scientist.

18. This Agreement shall have effect for the Term from the last date of signature hereof, and shall then terminate automatically, subject always to the Developer’s right to terminate this Agreement on one months’ written notice. Termination of this Agreement shall not affect any obligations that came into or continue in effect on or following termination, including, but not limited to, those under conditions 8 to 19 (inclusive) of this Agreement.

19. The Recipient shall pay to the Developer all carriage or freight costs incurred by the Developer on supply of the Material, within 30 days of receipt of an invoice. In the event that such payment is late, the Developer may terminate this agreement immediately and require the return of any Material.

20. Scots law shall govern this Agreement and the Scottish courts shall have exclusive jurisdiction over any matter relating to it.

Updated 28 Aug 2012