Disclaimer and Terms
MATERIAL TRANSFER AGREEMENT BETWEEN:
- University of Nottingham a charitable body incorporated in England and Wales by Royal Charter under number RC000664, whose administrative offices are at University Park, Nottingham NG7 2RD, United Kingdom (Nottingham); and
- The Recipient, whose details are entered into the University of Nottingham Online Store system when making payment for the Materials (Recipient).
- Each a “Party” and together the “Parties”.
Background
Nottingham is the owner of the Materials (as defined below). The Recipient wishes to obtain the Materials for the purpose of conducting non-commercial scientific research and Nottingham is willing to provide the Materials to the Recipient on the terms and conditions set out in this Agreement.
The Materials may be requested and supplied through the University of Nottingham Online Store or any equivalent electronic ordering system. The Parties agree that acceptance of this Agreement by electronic means shall constitute legally binding acceptance of its terms.
1. Definitions and interpretation
1.1 The following definitions and rules of interpretation in this clause apply in this Agreement:
Confidential Information: all confidential information (however recorded or preserved) disclosed or made available, directly or indirectly, by a Party (Disclosing Party) or its employees, officers, representatives or advisers to the other Party (Receiving Party) and its Representatives after the date of this Agreement including but not limited to:
(a) any information that would be regarded as confidential by a reasonable business person relating to:
(i) the business, affairs, customers, clients, suppliers, plans, intentions, or market opportunities of the Disclosing Party, and
(ii) the operations, processes, product information, know-how, designs, trade secrets or software of the Disclosing Party;
(b) any information or analysis derived from the Confidential Information; and
(c) any information relating to the Research Purpose;
(d) any information detailed in the Schedule;
but not including any information that:
( ) is or becomes generally available to the public (other than as a result of its disclosure by the Receiving Party or its representatives in breach of this Agreement), (except that any compilation of otherwise public information in a form not publicly known shall nevertheless be treated as Confidential Information); or
(a) was available to the Receiving Party on a non-confidential basis prior to disclosure by the Disclosing Party; or
(b) was, is or becomes available to the Receiving Party on a non-confidential basis from a person who, to the Receiving Party’s knowledge, is not bound by a confidentiality agreement with the Disclosing Party or otherwise prohibited from disclosing the information to the Receiving Party; or
(c) was lawfully in the possession of the Receiving Party before the information was disclosed to it by the Disclosing Party as evidenced by written records; or
(d) the Parties agree in writing is not confidential or may be disclosed; or
(e) is developed by or for the Receiving Party independently of the information disclosed by the Disclosing Party.
Information: means any supporting documentation or guidance provided by Nottingham to the Recipient.
Intellectual Property: means any patent, registered design, copyright, database right, design right, trade mark, application to register any of the aforementioned rights, trade secret, right in unpatented know-how, right of confidence and any other intellectual or industrial property right of any nature whatsoever in any part of the world.
Invention: means any new discovery, improvement or invention.
Materials: means the Original Material, the Information and any modifications, derivatives or progeny thereof.
Online Store: meansthe University of Nottingham Online Store accessed via https://store.nottingham.ac.uk/
Original Material: as more specifically listed in Schedule 1.
Principal Investigator: means the individual placing the order for the Materials
Research Purpose: means non-commercial internal scientific research conducted by the Recipient Institution.
Representatives: employees and agents of the Recipient.
1.2 Clause, schedule and paragraph headings shall not affect the interpretation of this Agreement.
1.3 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
1.4 The Schedules forms part of this Agreement and shall have effect as if set out in full in the body of this Agreement.
1.5 Unless the context otherwise requires, words in the singular shall include the plural and in the plural include the singular.
1.6 A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment, and includes any subordinate legislation for the time being in force made under it.
1.7 Any obligation in this Agreement on a person not to do something includes an obligation not to agree or allow that thing to be done.
Nothing in this Agreement purports to transfer ownership of the Materials.
3.1 The Recipient shall ensure that the Materials are used solely for the Research Purpose. The Recipient shall not use the Materials for any other purpose or in any other Research Purpose without the prior written consent of Nottingham.
3.2 The Recipient shall ensure that the Materials are used by the Principal Investigator and researchers, scientists or students under the Principal Investigator’s direct supervision only.
3.3 The Recipient shall ensure that all persons with access to the Materials are made aware of the terms and conditions of use contained within this Agreement and any additional instructions provided by Nottingham.
3.4 The Recipient shall not distribute, transfer, sublicense, share or otherwise make the Materials available to any third party without Nottingham’s prior written consent.
3.5 In the event that the Recipient receives a request for the Materials, the Recipient will refer such requestor to Nottingham and Nottingham shall, at its absolute discretion, respond to such request.
3.6 The The Recipient shall ensure that the Materials are not used for any human use.
The Recipient shall not use the Materials:
(a) for any commercial purpose;
(b) in humans;
(c) for clinical, therapeutic or diagnostic purposes;
(d) for manufacture of products for sale
(e) in any manner prohibited by applicable law.
3.7 The Recipient shall use, store and dispose of the Materials in accordance with all applicable laws, regulations, biosafety standards and institutional policies.
3.8 Upon termination or written request by Nottingham, Recipient shall destroy or return remaining Materials and confirm destruction in writing.
4. Export and Import Control Regulations
4.1 In the event that a Party is aware that the Materials are subject to any applicable export and import control regulations, including but not limited to the US International Traffic in Arms Regulations (ITAR) and US Export Administration Regulations (EAR), it shall notify the Recipient prior to transferring any such Material. The Recipient shall be responsible for obtaining all necessary approvals and consents including, but not be limited to, obtaining all necessary government approvals and licenses required to export or re-export hardware, software, and technology, including technical data and technical services. Each Party will cooperate with the other(s) as necessary to obtain such approvals or licenses.
4.2 Recipient confirms it is not located in, organised under the laws of, or ordinarily resident in any country subject to UK sanctions.
4.3 Recipient shall not transfer the Materials to any prohibited jurisdiction, entity or person.
4.4 Recipient shall comply with all applicable UK export control laws.
5.1 The Recipient agrees to pay Nottinghamthe amount indicated in the Online Store (Price) in part consideration for the Materials
5.2 The Recipient agrees to reimburse any costs incurred by Nottingham in the delivery of the Materials (Disbursements).
5.3 All amounts payable to Nottingham under this Agreement are exclusive of VAT (or any similar tax) which the Recipient shall pay at the rate prescribed by law from time to time.
5.4 All Applicable fees and shipping charges shall be those specified through the eLucid platform at the time of order.
6.1 No licence under any Intellectual Property owned or controlled by Nottingham is granted or implied by this Agreement other than the right for the Recipient to have possession of, and use, the Materials in accordance with the terms of this Agreement.
6.2 Recipient shall own the Intellectual Property in the results of the Research Purpose (Results) to the extent that such Results do not form the Materials.
6.3 Recipient shall promptly inform Nottingham in the event that it identifies an improvement, modification, derivative or progeny of the Original Material or an Invention developed through the use of the Material.
6.4 Nottingham grants the Recipient a licence to use the Materials for the purposes of the Research Purpose only.
6.5 In consideration of the Materials, Recipient grants Nottingham a non-exclusive, fully paid up, irrevocable, perpetual licence to use the Results for research, teaching and clinical purposes only.
7.1 The Materials are provided and the Research Purpose is undertaken in pursuit of the primary charitable purpose of Nottingham; that is the advancement of education through research and teaching. Therefore, the Recipient may publish the Results of the Research Purpose, provided that:
(a) Any publication is submitted to Nottingham for review at least 30 days prior to publication.
(b) Recipient shall accommodate all requests to delete, amend or delay publication of the Results in order to protect Confidential Information or Intellectual Property rights belonging to Nottingham.
(c) Any publication shall acknowledge Nottingham as the source of the Materials.
8.1 The Materials are experimental in nature and Nottingham makes no representation and gives no warranty, condition or undertaking in relation to them. Without limiting the foregoing, Nottingham gives no warranty or condition that the Materials and their use will not infringe any third-party rights or that they have been tested for and are free from pathogens or that they are viable, safe, or non-toxic.
8.2 Neither Party accepts any responsibility for any use which may be made by the other Party of the Results, not for any reliance which may be placed upon the Results, nor any advice or information given in connection with the Results.
8.4 The entire liability of either Party for all claims made in respect of or in connection with this Agreement, whether in contract, for any representation (other than fraudulent misrepresentation) tort (including, without limitation, negligence) or under statute or otherwise, in respect of each event, or a series of connected events howsoever arising, is limited to the sum paid for the Materials by the Recipient.
8.5 Nothing in this Agreement limits or excludes either Party’s liability for:
(a) death or personal injury;
(b) any fraud or for any sort of liability that, by law, cannot be limited or excluded.
8.6 The express undertakings and warranties given by the Parties in this Agreement are in lieu of all other warranties, conditions, terms, undertakings and obligations, whether express or implied by statute, common law, custom, trade usage, course of dealing or in any other way. All of these are excluded to the fullest extent permitted by law.
9.1 Nottingham grants the Recipient the right to use the Materials for the duration of the Research Purpose.
9.2 The Research Purpose shall commence on the date the order is place in the Online Store and is due to be completed within 3 years.
9.3 In the event that the Recipient is unable to obtain any licence or approval required under clause 4, the Parties shall be entitled to terminate their involvement in this agreement immediately on notice in writing to the other Party.
10.1 Any notice required to be given under this Agreement, shall be in writing and shall be delivered personally, or sent by pre-paid first class post or recorded delivery or by commercial courier, to each Party required to receive the notice at its address as set out below:
10.2 University of Nottingham: Research and Innovation, University of Nottingham, E Floor, Yang Fujia Building, Jubilee Campus, Wollaton Road, Nottingham, NG8 1BB
For the attention of: Head of Research Contracts
(a) For the Recipient: The delivery address given in the Online Store
For the attention of: The Principle Investigator
or as otherwise specified by the relevant Party by notice in writing to each other Party.
11.1 The Recipient agrees that acceptance of this Agreement by electronic means, including through the Online Store platform or equivalent online system, constitutes legally binding acceptance of these terms.
11.2 Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership, joint venture, or agency between the Parties, nor authorise any Party to make or enter into any commitments for or on behalf of the other Party.
11.3 Except as expressly provided in this Agreement, nothing in this Agreement shall confer or purport to confer on any third party any benefit or any right to enforce any term of this Agreement for the purposes of the Contracts (Rights of Third Parties) Act 1999 or as amended.
11.4 This Agreement and its Schedules (which are incorporated into and made a part of this Agreement) constitute the entire agreement between the parties for the Research Purpose. Any variation shall be in writing and signed by authorised signatories for both parties.
11.5 This Agreement shall be governed by English Law. The English Courts shall have exclusive jurisdiction to deal with any dispute which may arise out of or in connection with this Agreement.
11.6 The Parties shall comply with all applicable laws, statutes, regulations and codes as they apply to this Agreement. For the avoidance of doubt, such duty includes compliance with the Bribery Act 2010, Modern Slavery Act 2015 and Data Protection Act 2018.
11.7 Failure to exercise, or any delay in exercising, any right or remedy provided under this Agreement or by law (whether exercised in whole or part) shall not constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict any further exercise of that or any other right or remedy.
11.8 Except as otherwise provided in this Agreement, no Party may assign, sub-contract or deal in any way with, any of its rights or obligations under this Agreement or any document referred to in it.
11.9 If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Agreement.
11.10 This Agreement may be executed by physical signature, electronic signature, or electronic acceptance through an online platform, each of which shall constitute legally binding execution of this Agreement.
11.11 Electronic Acceptance
The Recipient agrees that acceptance of this Agreement by electronic means, including through the eLucid platform or any equivalent online ordering system, constitutes legally binding acceptance of the terms of this Agreement.
The individual accepting this Agreement represents and warrants that they are authorised to accept these terms on behalf of the Recipient Institution.
Placing an order through the University of Nottingham Online Store is deemed acceptance of these terms by the Recipient.
Schedule 1 : Original Material
The Materials as ordered via the Online Store