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Material Transfer Agreement For Commercial Use
1. Parties: Identification and details of the Provider and Recipient organizations, including registered addresses and authorized representatives
2. Background: Context of the material transfer, relationship between parties, and purpose of the agreement
3. Definitions: Detailed definitions of key terms including 'Material', 'Derivatives', 'Commercial Purpose', and other relevant terms
4. Material Description and Transfer: Detailed description of the material being transferred, quantity, quality specifications, and transfer procedures
5. Permitted Use: Specific authorized uses of the material, including commercial applications and restrictions
6. Title and Intellectual Property: Ownership of the material, existing IP rights, and provisions for new IP created from the material
7. Confidentiality: Obligations regarding confidential information related to the material and its use
8. Payment Terms: Commercial terms, fees, and payment schedules for the material transfer and usage
9. Warranties and Liability: Warranties regarding the material and limitations of liability
10. Term and Termination: Duration of the agreement, renewal terms, and termination conditions
11. Material Handling and Safety: Requirements for safe handling, storage, and disposal of the material
12. Reporting Requirements: Obligations for reporting material usage, research progress, and commercial developments
13. General Provisions: Standard legal provisions including governing law, dispute resolution, and entire agreement clause
1. Third Party Transfer: Include when the recipient might need to transfer material to authorized third parties
2. Export Control: Required when material transfer involves international shipping or controlled substances
3. Research License: Include when recipient needs rights to conduct specific research activities
4. Quality Control: Add when specific quality standards must be maintained during material handling
5. Environmental Compliance: Include when material handling involves environmental risks or special disposal requirements
6. Publication Rights: Add when research results may be published
7. Regulatory Compliance: Include when material is subject to specific regulatory requirements
8. Insurance Requirements: Add when specific insurance coverage is required for material handling
1. Schedule A - Material Specifications: Detailed technical specifications of the material including composition, purity, and characteristics
2. Schedule B - Transfer Protocol: Step-by-step procedures for material packaging, shipping, and receipt
3. Schedule C - Commercial Terms: Detailed pricing, payment terms, and commercial conditions
4. Schedule D - Safety Data Sheet: Safety information and handling procedures for the material
5. Schedule E - Quality Control Procedures: Specific procedures for maintaining material quality
6. Appendix 1 - Authorized Users: List of authorized personnel who may handle the material
7. Appendix 2 - Reporting Templates: Standard forms for required reporting under the agreement
8. Appendix 3 - Contact Information: Key contacts for both parties for various aspects of the agreement
Authors
Material
Original Material
Progeny
Unmodified Derivatives
Modified Derivatives
Commercial Purpose
Commercial Use
Confidential Information
Effective Date
Field of Use
Intellectual Property Rights
Know-How
Licensed Products
Manufacturing Process
Materials Data Sheet
Modifications
Net Sales
Patent Rights
Provider
Provider Scientist
Quality Standards
Recipient
Recipient Scientist
Research Purpose
Results
Specifications
Technical Information
Territory
Third Party
Trade Secrets
Transfer Fee
Authorized Users
Working Day
Affiliate
Background IP
Foreground IP
Improvements
Permitted Purpose
Safety Data
Transfer Protocol
Transfer Terms
Permitted Use
Commercial Terms
Payment
Intellectual Property Rights
Confidentiality
Title and Ownership
Warranties
Liability
Indemnification
Health and Safety
Quality Control
Record Keeping
Reporting
Publication Rights
Export Control
Material Handling
Storage Requirements
Transfer Restrictions
Term and Termination
Force Majeure
Assignment
Third Party Rights
Dispute Resolution
Governing Law
Entire Agreement
Amendments
Notices
Severability
Waiver
Regulatory Compliance
Environmental Compliance
Insurance
Audit Rights
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