Hairpin RNAi vectors for plants - Material Transfer Agreement

Material Transfer Agreement

This is an agreement between the Recipient and CSIRO under which CSIRO provides Material for research purposes in accordance with the Terms below. “Agreement” means these Details together with the Terms below.

Other capitalised expressions used in this Agreement not otherwise defined in the Terms have the meanings given to them in these Details.

Details

CSIRO

Commonwealth Scientific and Industrial Research Organisation (ABN 41 687 119 230), having its principal office at Building 101, Clunies Ross Street, Black Mountain in the Australian Capital Territory, Australia.

Terms

1. USE OF MATERIALS

1.1 In consideration for the undertakings of the Recipient in this Agreement, CSIRO agrees to provide the Material to the Recipient solely for the Permitted Use, which is for internal research purposes only at the laboratories of the Recipient.

1.2 The Recipient represents to CSIRO that the Recipient is primarily a non-profit organisation. The Recipient may only allow employees to use the Material or derivatives thereof where required for the Permitted Use and the Recipient is responsible for ensuring those employees comply with the terms of this Agreement. The Recipient must not distribute the Material or derivatives thereof to any third party.

1.3 All applicable recombinant DNA guidelines must be followed. The Recipient must comply with any directions given by CSIRO and with all applicable laws and guidelines as to the handling, storage and disposal of the Material and derivatives thereof. The Recipient must ensure that the Material and derivatives thereof will be used under suitable containment conditions.

2. RESTRICTIONS ON USE

The Material or derivatives thereof must not be used for:

• commercial purposes or in field trials without the express written consent of CSIRO; or
• research on behalf of or funded by commercial entities, or directed at commercial outcomes; or
• contract research by the Recipient as a Subcontractor; or
• testing in or treatment of humans.

“Subcontractor” means a party who performs a specific part of a research program on behalf and for the benefit of a third party under the supervision and responsibility of such third party.

3. PUBLICATIONS

The Recipient must make the following acknowledgements in any publication concerning or relating to the relevant Material:

• For any of pWATERGATE, pHANNIBAL/pKANNIBAL and pHELLSGATE 12, the Recipient must acknowledge CSIRO.
• For pOpOff, the Recipient must acknowledge CSIRO, Max-Planck-Gesellschaft zur Forderung der Wissenschaften c.V. (MPG) and Dr Ian Moore of the University of Oxford.
• For pSTARLING, the Recipient must acknowledge CSIRO and quote the following paper as the primary source of the maize ubiquitin promoter in the Biological Material: Christensen, A.H. and Quail, P.H. (1996) Ubiquitin promoter-based vectors for high-level expression of selectable and/or screened marker genes in monocotyledonous plants. Transgenic Research 5:213-218.

4. IP RIGHTS

4.1 The Recipient’s rights to use the Material are limited to those expressly set out in this Agreement. This Agreement does not grant any right or option to any commercial licence on the Material. The Recipient must not attempt to obtain patent coverage or assert any other IP rights over the Material.

4.2 CSIRO makes no representation that the use of the Material will not infringe any IP or other rights of any person. The Recipient further acknowledges that the Material or elements thereof may be subject to patent rights of CSIRO and/or of third parties.

“IP” means any and all

1. copyrights, patents, plant breeders rights, trade secrets, know how and confidential information (whether registered or unregistered);
2. applications for the registration and the rights to apply for registration for any of these rights; and
3. all other intellectual and industrial property rights of any sort or equivalent or similar forms of protection existing anywhere in the world.

5. DISCLAIMER AND LIMITED LIABILITY

5.1 THE MATERIAL IS SUPPLIED ON AN “AS IS” BASIS, WHICH MEANS IT MAY HAVE INHERENT DEFECTS OR DEFICIENCIES. CSIRO DOES NOT GIVE ANY WARRANTY THAT THE MATERIAL IS SUITABLE FOR THE PERMITTED USE OR ANY OTHER WARRANTY, EXPRESS OR IMPLIED.

5.2 ALL TERMS, CONDITIONS AND WARRANTIES (INCLUDING ANY WARRANTY AS TO MERCHANTABLE QUALITY OR FITNESS FOR PURPOSE) IMPLIED BY COMMON LAW OR STATUTE AS TO THE QUALITY OF THE MATERIAL ARE EXCLUDED UNLESS SUCH EXCLUSION WOULD CONTRAVENE THE LAW OR CAUSE ANY PART OF THIS AGREEMENT TO BE VOID.

5.3 Use of the Material or any part of it is at the Recipient’s own risk. To the maximum extent allowed by law, CSIRO will not be liable to the Recipient for any damage in any way arising from the Recipient’s use of the Material. The Recipient releases CSIRO against all claims, actions, demands, suits, liability, loss or expense arising directly or indirectly from the Recipient’s use of the Material. The Recipient will compensate CSIRO for all damage, loss or expense (including those incurred in defending or settling any claims, actions or demands) sustained by CSIRO arising out of the Recipient’s use of the Material and/or breach of this Agreement.

6. DISCLOSURES

6.1 The Recipient agrees to disclose to CSIRO all information relating to any modifications or improvements of the Material. The Recipient grants to CSIRO:

1. a non-exclusive licence to use, make or have made any and all such modifications and improvements for research purposes; and
2. an option to a non-exclusive, worldwide licence, with the right to sublicense, to use, make, have made and sell any such modifications or improvements (“Option”). The Option is exercisable by CSIRO within 12 months from the date CSIRO receives written notification of the disclosure required under this clause 6.

6.2 For the avoidance of doubt, CSIRO shall be entitled to:

1. sublicense its rights under clause 6.1(a) to CSIRO’s research collaborators and licensees;
2. exercise its rights under clause 6.1(b) with a view to granting a sublicence to its research collaborators and licensees to the modifications or improvements; or
3. assign the benefit of the option so that the option is exercisable by CSIRO’s research collaborators and licensees.

6.3 Where the Recipient intends to use the Material in research funded by a federal government and is subject to federal funding laws in the Recipient’s jurisdiction in respect of IP, the Recipient must use its best endeavours to ensure that CSIRO has access to modifications or improvements of the Material as contemplated by the Option. This may mean that the Recipient has to elect to retain title to improvements and modifications. The Material must not be used in research where the Recipient has, prior to entering into this Agreement with CSIRO, agreed to assign IP to a third party in a way which would prejudice CSIRO’s rights to negotiate reasonable terms with the Recipient for use of modification or improvements to the Material as contemplated by the Option.

7. TERMINATION

Without prejudice to any other rights, CSIRO may terminate this Agreement immediately if the Recipient breaches any of its terms. Except if terminated earlier by CSIRO, this Agreement will be valid for a period commencing from the date CSIRO accepts the Recipient’s request for Material under this Agreement and ending on the date of expiry of any valid patent issued and covering the Material.

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8. RECIPIENT'S TRUE DETAILS

The Recipient assures CSIRO that

1. the details of the Recipient’s name and contact information and research use specified for Material are true, complete and accurate; and
2. this Agreement is approved by an officer of the Recipient who has full authority to enter into it for and on behalf of the Recipient.

CSIRO may in its sole discretion refuse to accept this Agreement if the required Details are not provided to CSIRO's satisfaction.

CSIRO reserves the right to reject any request for the Material at its discretion without giving reasons.

9. APPLICABLE LAW

This Agreement is governed by the laws of the Australian Capital Territory, Australia.

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