Dr. Frederic Erbisch, Director (Retired), Office of Intellectual
Property, Michigan State University
1 . This
Material Transfer Agreement is made and entered into as of the __________day of
__________20 _______(the “Effective Date”) by and between ___________________
_________ (hereinafter referred to as “LENDER”) having its principle
office at _________________________________ and
___________________________(hereinafter referred to as “BORROWER”) having its
principle office at _____________________________________
consideration of the mutual covenants contained herein and with the intention of
being legally bound under the laws :
“MATERIAL” covered by this Agreement is defined as and includes the following
____________________________________________________ (hereinafter referred to as
“MATERIAL” ) developed by ______________________
desires to obtain samples of the MATERIAL and the LENDER is willing to provide
the MATERIAL to the BORROWER solely for the permitted uses and on the terms and
conditions set forth in this Agreement.
agrees that this material will not be released to any person other than the
signatories of this Agreement except co-workers working directly under a
signatory’s supervision who have agreed to abide by the terms and conditions of
this Agreement. No one is permitted to take or send this MATERIAL to any
other location, unless prior written permission is obtained from the LENDER;
such permission will not be unreasonably withheld.
MATERIAL has been developed over a substantial period of time at substantial
expense and is of great importance to the LENDER business. BORROWER
acknowledges that the LENDER is and will at all times remain the owner of the
BORROWER retains ownership of: (a) modifications which contain/incorporate the
MATERIAL (except that, the LENDER retains ownership rights to the MATERIAL
(included therein), and (b) those substances created through the use of the
MATERIAL or modifications, but which are not progeny, unmodified derivatives or
modifications (those substances that do not contain the original MATERIAL,
progeny, unmodified derivatives of the LENDER). If either 2(a) or 2(b)
results from the collaborative efforts of the LENDER and the BORROWER joint
ownership may be negotiated.
Agreement and the resulting transfer of MATERIAL constitute a restricted
non-exclusive license for BORROWER to use the MATERIAL solely for not-for-
profit purposes. MATERIAL will not be used for any purpose inconsistent
with this Agreement and in connection with any activity that is subject to
consulting or licensing obligations to any third party. Upon completion of
the work for which this restricted license is granted, MATERIAL, which has not
been destroyed, will be disposed of as explicitly directed by the LENDER.
The LENDER retains title to the MATERIAL and BORROWER shall not obtain any
ownership rights in MATERIAL.
is experimental in nature and it is provided AS IS WITHOUT WARRANTY OF ANY SORT,
EXPRESSED OR IMPLIED, INCLUDING WITHOUT LIMITTION WARRANTIES OF MERCHANTABILITY
AND FITNESS FOR A PARTICULAR USE. LENDER makes no presentation and
provides no warrant that the use of the MATERIAL by BORROWER will not infringe
any patent of proprietary rights of third parties.
BORROWER agrees that it will follow all
applicable laws and guidelines set forth by proper authority regarding the use
and handling of such MATERIAL.
agrees that it will not use the MATERIAL in human subjects, in clinical trials,
or for diagnostic purposes involving human subjects without the written consent
of the LENDER.
BORROWER shall be responsible for any and all import/export requirements and
regulations for the reception of such MATERIAL.
the BORROWER intends to use such MATERIAL to determine if a commercializable
system can be developed as a result of the BORROWER having received this
MATERIAL whether patentable or not, BORROWER shall promptly notify the LENDER in
writing of the substance of each such discovery and of the filing of any patent
application thereon. BORROWER agrees to negotiate in good faith prior to
marketing of such discovery compensation to be paid by the BORROWER to the
LENDER. Giving consideration to the contributions of the parties to the
discovery and its development, such compensation may include royalties in the
gross sales value of the worldwide sales of such discovery derived from the
shall provide LENDER with a manuscript of any proposed publication or
presentation resulting from the study using MATERIAL at least sixty (60) days
prior to submission thereof for publication or presentation. LENDER
reserves the right to review any such manuscript and to require the
removal of confidential matter in order to protect its proprietary rights and
interests. LENDER shall notify BORROWER in writing within the sixty (60) day
period concerning the removal of confidential matter and to suggest editorial
modifications in the manuscript.
hereby agrees, upon the request of the LENDER, to provide the LENDER with a
report of observations related to the MATERIAL by providing the LENDER with a
report describing the results of such research using the MATERIAL. To the
extent that it is able, BORROWER will acknowledge LENDER’s contribution.
hereby grants the LENDER a non-exclusive, world-wide royalty-free right to
use for its internal research purpose any information or new material developed
by BORROWER using the LENDER MATERIAL whether patentable or not. The
LENDER agrees not to publish results involving BORROWER’s data without citing
its source and giving credit of authorship/creatorship to BORROWER, provided
that is desired by BORROWER.
party may disclose the other party’s confidential information to a
governmental authority if such party reasonably believes that such disclosure is
required by applicable law or regulation or by subpoena or order of court
of competent jurisdiction, provided that such disclosure is subject to all
applicable governmental or judicial protection available for like material and
reasonable advance notice is given to other party.
will exercise all reasonable precautions to protect the integrity and
confidentiality of the MATERIAL, and BORROWER shall maintain records of the
location of all MATERIAL. BORROWER will not remove the MATERIAL from
BORROWER’s premises except to the extent necessary to fulfill its
obligations under this Agreement.
Agreement will terminate on the earliest of the following dates : (1) when the
MATERIAL becomes generally available from third parties, (2) on completion of
BORROWER’s current research with the MATERIAL, (3) on (30) thirty days written
notice by either party to the other, or on _____________________, 20____.
Agreement shall be governed by the laws of
IN WITNESS WHEREOF, the parties have caused
their duty authorized representatives to execute this Agreement.
By : ______________________________
By : ____________________________
Name : ____________________________
Name : _________________________
Title : _____________________________
Title : __________________________
See also Sample Material
Transfer Agreement Questionnaire