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Material Transfer Agreement For Commercial Use
"I need a Material Transfer Agreement For Commercial Use under UAE law for transferring proprietary cell lines from our research facility to a pharmaceutical company, with specific provisions for royalty payments on any resulting commercial products and strict confidentiality requirements."
1. Parties: Identification of the provider and recipient organizations, including full legal names and addresses
2. Background: Context of the agreement, including the nature of the materials and general purpose of the transfer
3. Definitions: Detailed definitions of key terms including 'Material', 'Modifications', 'Commercial Purpose', and other relevant terms
4. Material Transfer Terms: Specific details about the transfer, including quantity, format, and delivery method of materials
5. Permitted Use: Explicit description of how the recipient may use the material, including commercial applications and restrictions
6. Intellectual Property Rights: Clear statement of IP ownership, rights to modifications, and commercial exploitation rights
7. Payment Terms: Commercial terms including fees, royalties, and payment schedules
8. Confidentiality: Obligations regarding confidential information related to the materials and their use
9. Safety and Compliance: Requirements for safe handling, storage, and use of materials, including regulatory compliance
10. Term and Termination: Duration of the agreement and conditions for termination
11. Return or Destruction of Materials: Procedures for material disposal or return upon termination
12. Warranties and Liability: Scope of warranties provided and limitations of liability
13. General Provisions: Standard legal provisions including governing law, dispute resolution, and assignment rights
1. Third Party Rights: Include when materials incorporate third-party intellectual property or when third parties may have rights in modifications
2. Export Control: Required when materials are subject to export control regulations or cross-border transfers
3. Quality Requirements: Include for materials requiring specific quality standards or certification
4. Research License: Add when recipient needs rights to conduct research alongside commercial use
5. Reporting Requirements: Include when provider requires regular updates on material use and commercial development
6. Technology Transfer: Add when technical knowledge or know-how transfer is part of the agreement
7. Environmental Protection: Include for materials with potential environmental impact or special disposal requirements
1. Schedule A - Material Description: Detailed technical specifications and description of the materials being transferred
2. Schedule B - Transfer Protocol: Specific procedures for packaging, shipping, and handling of materials
3. Schedule C - Commercial Terms: Detailed payment terms, royalty calculations, and commercial conditions
4. Schedule D - Safety Data Sheet: Safety information and handling requirements for the materials
5. Schedule E - Quality Specifications: Detailed quality parameters and testing requirements
6. Appendix 1 - Authorized Users: List of authorized personnel who may handle or work with the materials
7. Appendix 2 - Facility Requirements: Specifications for facilities where materials will be stored and used
Authors
Material
Original Material
Progeny
Unmodified Derivatives
Modifications
Commercial Purpose
Commercial Use
Confidential Information
Effective Date
Field of Use
Intellectual Property Rights
Know-How
Licensed Products
Material Data
Net Sales
Permitted Purpose
Provider
Recipient
Research
Results
Specification
Technical Information
Territory
Third Party
Transfer Fee
Authorized Users
Facility
Regulatory Requirements
Safety Data
Quality Standards
Royalties
Delivery Date
Force Majeure
Improvements
Background IP
Foreground IP
Affiliated Entity
Gross Revenue
Commercial Development
Restricted Activities
Material Use Restrictions
Commercial Rights
Payment Terms
Intellectual Property Rights
Confidentiality
Health and Safety
Quality Requirements
Regulatory Compliance
Record Keeping
Reporting Requirements
Warranties
Liability and Indemnification
Insurance
Term and Termination
Material Storage
Transfer Restrictions
Export Control
Security Requirements
Environmental Protection
Force Majeure
Assignment
Dispute Resolution
Governing Law
Notices
Entire Agreement
Severability
Amendments
Third Party Rights
Survival
Material Return or Destruction
Representations
Compliance with Laws
Anti-Corruption
Data Protection
Biotechnology
Pharmaceuticals
Chemical Manufacturing
Research and Development
Healthcare
Agriculture
Food and Beverage
Industrial Manufacturing
Environmental Sciences
Medical Devices
Cosmetics
Academic Research
Energy
Legal
Research and Development
Quality Assurance
Regulatory Affairs
Business Development
Operations
Intellectual Property
Commercial
Supply Chain
Compliance
Technology Transfer
Laboratory Operations
Scientific Affairs
Research Director
Legal Counsel
Commercial Manager
Technology Transfer Manager
Quality Assurance Manager
Research Scientist
Intellectual Property Manager
Regulatory Affairs Manager
Business Development Director
Laboratory Manager
Operations Manager
Compliance Officer
Contract Manager
Chief Scientific Officer
Supply Chain Manager
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