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Material Transfer Agreement - National Center for Advancing

By Cheryl Martin,2014-02-08 05:56
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Material Transfer Agreement - National Center for Advancingfor,For

    National Center for Advancing Translational Sciences (NCATS)

    Material Transfer Agreement

    Background

    The National Center for Advancing Translational Sciences (“NCATS” or “CENTER”) was established by the National Institutes of Health (NIH) to create a national center of excellence for advancing therapeutic development. The CENTER uses the latest industrial-scale technologies to collect data that is useful for defining the cross-section between chemical space and biological activity.

    NAME OF PROVIDER INSTITUTION: insert full legal name (be sure to spell out all acronyms used)

PROVIDER’S INVESTIGATOR: insert full legal name & title

CENTER’S INVESTIGATOR: insert full legal name & title

Definitions

    RESEARCH MATERIAL means all biological and chemical reagents transferred from the PROVIDER to the CENTER under this Agreement as listed in Appendix A.

    TECHNICAL INFORMATION means all data and information related to the RESEARCH MATERIAL that is transferred or disclosed to the CENTER by the PROVIDER under this Agreement as listed in Appendix B.

DATA means all data and information generated by the CENTER using PROVIDER’S

    RESEARCH MATERIAL and/or TECHNICAL INFORMATION.

    This Research Material will be used by NCATS solely in connection with the following research project ("RESEARCH PROJECT") described with specificity as follows (use an attachment page if necessary): Recipient NCATS scientist needs to supply this information.

Terms and Conditions

    The PROVIDER and CENTER agree to the following for use of the RESEARCH MATERIAL for the RESEARCH PROJECT.

    1. The RESEARCH MATERIAL (see Appendix A) is the property of the PROVIDER

    and will be made available to the CENTER at no cost.

    NCATS as recipient/model MTA 09/2012

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    2. RESEARCH MATERIAL will be sent to the CENTER with accompanying

    TECHNICAL INFORMATION sent in the form of an Appendix B.

    3. THE RESEARCH MATERIAL IS NOT FOR USE IN HUMAN SUBJECTS.

    4. The RESEARCH MATERIAL will be used by CENTER only for carrying out THE RESEARCH PROJECT. Unused RESEARCH MATERIAL will be destroyed or

    returned to the PROVIDER as directed by the PROVIDER.

    5. In all oral presentations or written publications concerning the RESEARCH PROJECT, CENTER will acknowledge PROVIDER’S contribution of this

    RESEARCH MATERIAL unless requested otherwise. To the extent permitted by law, NCTT agrees to treat in confidence, for a period of three (3) years from the date of its disclosure, any of PROVIDER’S written information about this RESEARCH MATERIAL that is stamped "CONFIDENTIAL," except for information that was previously known to CENTER or that is or becomes publicly available or which is disclosed to CENTER without a confidentiality obligation. Any oral disclosures from PROVIDER to CENTER shall be identified as being CONFIDENTIAL by notice delivered to CENTER within thirty (30) days after the date of the oral disclosure. Recipient may publish or otherwise publicly disclose the results of the RESEARCH PROJECT, but if PROVIDER has given CONFIDENTIAL information to CENTER such public disclosure may be made only after PROVIDER has had thirty (30) days to review the proposed disclosure to determine if it includes any CONFIDENTIAL information, except when a shortened time period under court order or the Freedom of Information Act pertains.

    6. This RESEARCH MATERIAL represents a significant investment on the part of PROVIDER and is considered proprietary to PROVIDER. CENTER’S

    INVESTIGATOR therefore agrees to retain control over this RESEARCH MATERIAL and further agrees not to transfer the RESEARCH MATERIAL to other people not under her or his direct supervision without advance written approval of PROVIDER. PROVIDER reserves the right to distribute the RESEARCH MATERIAL to others and to use it for its own purposes. When the RESEARCH PROJECT has been completed or three (3) years have elapsed, whichever occurs first, the RESEARCH MATERIAL will be disposed of as directed by PROVIDER.

    7. Any RESEARCH MATERIAL delivered pursuant to this Agreement is understood to be experimental in nature and may have hazardous properties. THE PROVIDER MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY

    KIND, EITHER EXPRESSED OR IMPLIED. THERE ARE NO EXPRESS OR

    IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A

    PARTICULAR PURPOSE, OR THAT THE USE OF THE MATERIAL WILL NOT

    INFRINGE ANY PATENT, COPYRIGHT, TRADEMARK, OR OTHER

    PROPRIETARY RIGHTS. It is the intention of NIH that PROVIDER not be liable to NIH for any claims or damages arising from NIH's use of the RESEARCH MATERIAL; however, no indemnification is provided or intended.

    NCATS as recipient/model MTA 09/2012

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    8. The CENTER agrees to use the RESEARCH MATERIAL in compliance with all

    applicable federal and/or state statutes and regulations.

    9. PROVIDER agrees that the CENTER will deposit all data from activities done under

    this MTA into the PubChem database (http://pubchem.ncbi.nlm.nih.gov/), a public

    database, where the DATA will be available to all researchers for further use.

    [Provision 9 is an optional clause: it must be included for Molecular Libraries

    Initiative (MLI) projects carried out by NCATS, however, it can be deleted for non-

    MLI projects if both recipient and provider are in agreement to have this provision

    removed.]

    10. Inventorship in any inventions developed under the RESEARCH PROJECT using the

    RESEARCH MATERIAL will be determined by U.S. patent law. The CENTER

    shall retain title to any patent or other intellectual property rights in inventions made

    by its employees in the course of using the RESEARCH MATERIAL for the

    RESEARCH PROJECT. The NIH is not authorized to promise rights in advance for

    inventions developed under this Agreement. PROVIDER acquires no intellectual

    property rights under this MTA, but may apply for license rights to any patentable

    invention that might result from this research.

    11. This MTA will become effective upon the signature of both PROVIDER and

    CENTER. It will remain in effect for a period of three years with an option to extend

    the term upon mutual written agreement of both PROVIDER and CENTER.

    12. This MTA shall be construed in accordance with Federal law as applied by the

    Federal courts in the District of Columbia.

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PROVIDER CONTACT INFORMATION and AUTHORIZED SIGNATURE

Provider Scientist: insert full legal name & title

    Provider Organization: insert full legal title of organization

    Name of Authorized Official: ___________________________________ Title of Authorized Official: ___________________________________

    __________________________________ _______________________ Signature of Authorized Official* Date

*Note: usually the authorized official is NOT the recipient scientist but rather is a Vice

    President/Provost, Dean, Department Chair or the head of the legal or technology transfer

    office.

    Provider’s Mailing Address & Contact Information (tel., fax, e-mail, etc.) for Legal Notices:

_______________________________

    _______________________________

    _______________________________

    _______________________________

    Provider’s Mailing Address & Contact Information (tel., fax, e-mail, etc.) for Non-legal Notices:

_______________________________

    _______________________________

    _______________________________

    _______________________________

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    CENTER CONTACT INFORMATION and AUTHORIZED SIGNATURE

Name of Authorized CENTER Official: Lili Portilla

    Title of Authorized CENTER Official: Acting Director, Office of Policy, Communications and Strategic Alliances

    __________________________________ _______________________ Signature of Authorized CENTER Official Date

CENTER Mailing Address for Legal/Technology Transfer Correspondence

Lili Portilla, M.P.A.

    Acting Director, Office of Policy, Communications and Strategic Alliances

    National Center for Advancing Translational Sciences (NCATS) National Institutes of Health (NIH)

    9800 Medical Center Drive

    Building B, Suite 3005

    Rockville, MD 20852

CENTER Mailing Address for Non-legal Notices (e.g., First Class Mail):

Insert name of NCATS scientist

    National Center for Advancing Translational Sciences (NCATS) National Institutes of Health (NIH)

    9800 Medical Center Drive, MSC 3370

    Bethesda, MD 20892-3370

    Insert tel & email address of NCATS scientist

Attachments: Appendix A

     Appendix B

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    Appendix A (RESEARCH MATERIAL)

Please list and briefly describe all material(s), reagent(s), data, compound(s), etc. that will

    be transferred under this MTA.

Provider to fill in (be as detailed/specific as possible)

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    Appendix B (TECHNICAL INFORMATION)

    Please list and briefly describe all data and information associated with the RESEARCH MATERIAL that will be sent to CENTER.

    Provider to fill in (be as detailed/specific as possible); if no such data or information will be shared please write “not applicable”

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