BETWEEN
Sunnybrook
Health Sciences Centre and Cancer Care Ontario
AND
[Recipient
Institution]
AND
[Recipient
Investigator]
(the Recipient Institution
and the Recipient Investigator are hereinafter collectively referred to as
"Recipient").
In
consideration of the receipt of biological materials from Sunnybrook Health
Sciences Centre, 2075 Bayview Avenue, Toronto, Ontario M4N 3M5 (hereinafter
"SHSC"), hereby agree to the following terms and conditions:
1. The biological materials
to be provided to Recipient are indicated in Attachment A.
2. The Materials shall be
used exclusively for non-commercial research by Recipient as described in
Attachment B. The Materials shall be used solely by the named Investigator and
those under his or her direct supervision. Materials will not be used for in
vivo testing in human subjects. Use will be in compliance with all applicable
laws and regulations, including, but not limited to, animal welfare laws and
regulations.
3. The Materials are the property
of SHSC and Cancer Care Ontario. Ownership of modifications and derivatives
of Materials will be negotiated in good faith by the parties hereto depending
upon (a) their relative contribution to the creation of said modifications
and derivatives; and (b) any applicable laws and regulations relating to inventorship.
4. The contribution of Dr.
Corrinne G. Lobe will be acknowledged in accordance with scientific custom in
all published or oral communications concerning Recipient Scientist's research
using the Materials.
5. The Recipient shall not
sell or otherwise distribute Materials to a third party for any purpose. This
Agreement and the resulting transfer of Materials constitute a non-exclusive
license to use the Materials solely for the basic research or other
not-for-profit purposes described in Appendix B. Recipient shall not use
Materials for any products or processes for profit-making or commercial
purposes.
6. This Agreement is not
assignable.
7. SHSC and Cancer Care Ontario
have made or may make Materials available to others, both for-profit and non-profit
organizations.
8. In the event investigator
transfers to another institution, a new Material Transfer Agreement is to be
executed before Investigator uses the Materials at the new institution.
9. The Materials hereunder provided
are experimental in nature, and are provided WITHOUT ANY WARRANTIES, EXPRESS
OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY AND
FITNESS FOR A PARTICULAR USE. SHSC AND CANCER CARE ONTARIO MAKE NO REPRESENTATION
AND PROVIDE NO WARRANTY THAT THE USE OF THE MATERIALS WILL NOT INFRINGE ANY
PATENT OR OTHER PROPRIETARY RIGHT.
10. To the extent allowable
under applicable laws, Recipient assumes all liablility for claims for damages
against it by third parties that may arise from the use, storage or disposal
of the Materials and their derivatives, and further agrees to indemnify, defend
and hold harmless SHSC, Cancer Care Ontario and its trustees, officers, staff,
representatives and agents against all damages, expenses (including without
limitation legal expenses), claims, demands, suits or other actions arising
from Recipient's acceptance, use and disposal of the Materials and their derivatives.
If
you agree to accept this Material under the above conditions, two originals of
this Agreement should be signed and dated by the Scientist and an authorized
representative of the Institution and returned to the representative of
Provider indicated below. One original will be returned to the representative
of the Institution after it has been signed by an authorized representative of
Provider.
For
Sunnybrook Health Sciences Centre:
_________________________________________
Dr.
Michael Julius, Ph.D.
VP
Research
Sunnybrook
Health Sciences Centre
2075
Bayview Avenue
Toronto,
ON M4N 3M5
Tel:
416-480-6100 x 7204
ACCEPTED
AND AGREED TO THIS _________DAY OF _____________20__:
________________________________
Name
of Scientist (Printed)
________________________________
Signature
of Scientist
___________________________________________
Name
of Institution
____________________________________________
Name
of Authorized Representative
____________________________________________
Title
______________________________________________
Signature
Attachment
A
Materials
requested
Attachment
B
Brief
statement of proposed use of Materials
Attachment
C
References