|Material Transfer Agreement|
U. S. Department of Agriculture
Agricultural Research Service
MATERIAL TRANSFER AGREEMENT
This Agreement is authorized by the Federal Technology Transfer Act and is governed by its terms.
Egg Safety and Quality Research Unit (ESQRU)
950 College Station Road
Athens, GA 30605
Scientist: Jean Guard, Veterinary Medical Officer
Recipient: Company or institutional name
Department if appicable
City, State Zipcode
Scientist: Name and official title
To provide Recipient with database of sequences that is used to assign serotype to Salmonella enterica by analysis of a defined region of the chromosome, namely the intergenic sequence ribosomal region linked to the dkgB gene.
The Material is released to Recipient under the following conditions:
1. The Material shall only be used to assign serotype of Salmonella enterica subsp. I as needed for conducting research and developing marketable products such as, but not limited to, vaccines.
2. Recipient shall not transfer the Material, in whole or in part, to a third party without the express written consent of ARS. Any third party requesting a sample shall be referred to ARS.
3. The Material shall remain the property of ARS and shall not be used for commercial or profit making purposes without an appropriate license or other permission from ARS.
4. Recipient shall keep ARS informed of the results obtained through use of the Material, and offer USDA-ARS co-authorship on publications that use the database and make draft manuscripts available for review and editing.
5. Recipient shall not in any way state or imply that this Agreement or the results of this Agreement is an endorsement by ARS of its organizational units, employees, products, or services except to the extent permission is specifically granted by an authorized representative of ARS.
6. The Parties acknowledge and agree to comply with all applicable laws and regulations of the Animal Plant Health and Inspection Service, the Center for Disease Control, and/or Export Control Administration pertaining to possession or transference of technical information, biological materials, pathogens, toxins, genetic elements, genetically engineered microorganisms, vaccines, and the like.
7. Recipient shall assume sole responsibility for any claims or liabilities that may arise as a result of the Recipients use of the Material.
8. ARS GIVES NO WARRANTIES OR GUARANTEES, EXPRESSED OR IMPLIED, FOR THE MATERIAL, INCLUDING MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
9. Material shall be returned, destroyed, or otherwise disposed of, as instructed by ARS, no later than the expiration of this Agreement.
10. Recipient shall meet with U.S. Department of Agriculture representatives to determine inventorship if an invention should arise from Recipientwork with the Material.
11. The provisions of this Agreement are to be deemed severable and the invalidity, illegality or unenforceability of one or more of such provisions shall not affect the validity, legality or enforceability of the remaining provisions.
a. Recipient shall not disclose Material marked Confidential or Proprietary to any third party nor use such Confidential Information for any purpose other than that given above without written permission from ARS.
b. Recipient shall use the same degree of care to protect Confidential Information received under this Agreement as it uses to protect its own information of a similar nature, but in any event not less than reasonable care under the circumstances.
c. The Confidential Information shall be excluded from confidentiality if Recipient can demonstrate that (a) it had possession of the information prior to disclosure, or (b) the information generally is available to the public at the time of disclosure, or becomes generally available, after disclosure, through no fault of Recipient; or (c) Recipient receives the information from a third party having the right to the information and who does not impose confidentiality.
d. It shall not be a breach of this Agreement if Recipient is required to disclose the Confidential Information by a valid order of a court or other government body, or as otherwise required by law, or as necessary to establish the rights of either party under this Agreement; PROVIDED THAT Recipient shall provide prompt prior notice thereof to ARS to enable ARS to seek a protective order or otherwise prevent such disclosure, and PROVIDED FURTHER THAT the Confidential Information otherwise shall continue to be confidential.
13. This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Signature by facsimile shall also bind each of the parties to this Agreement.
14. ARS is an agency of the U.S. Government and any rights or obligations created under this Agreement are freely transferable within the U.S. Government and shall not be deemed a .
15. If the Parties hereto decide, at some future date, to engage in a cooperative research project or program using the Material, a formal Cooperative Research and Development Agreement, or other research Agreement, must be negotiated and entered into between the Parties.
16. This Material Transfer Agreement shall be construed in accordance with United States of America Federal Law as interpreted by the Federal Courts in the District of Columbia.
17. Either party may unilaterally terminate this entire Agreement at any time by giving the other party written notice not less than sixty (60) calendar days prior to the desired termination date.
This Material Transfer Agreement shall become effective upon date of final signature and shall continue in effect for a period of five (5) years.
ACCEPTED FOR THE AGRICULTURAL RESEARCH SERVICE
Signature (Technology Transfer Coordinator) Date
ACCEPTED FOR THE COOPERATOR:
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
By signing below, the ARS Scientist and ARS Research Leader acknowledge that they have read, understood, and agreed to the terms and conditions of this Agreement.
Signature (ARS Scientist) Date
Signature (ARS Research Leader) Date
MTA/OUT: March 2013