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1. Parties: Identification of the Provider and Recipient organizations, including full legal names and addresses
2. Background: Context of the agreement, including the Provider's ownership/control of the material and Recipient's intended use
3. Definitions: Defined terms including 'Material', 'Modifications', 'Commercial Purpose', 'Confidential Information'
4. Supply of Material: Terms of supply, including quantity, format, and delivery arrangements
5. Permitted Use: Specific allowed uses of the material and any restrictions on use
6. Commercial Terms: Payment terms, fees, and commercial arrangements for the use of the material
7. Intellectual Property: IP rights in the material, modifications, and results
8. Confidentiality: Obligations regarding confidential information and results
9. Compliance: Regulatory compliance requirements and safety protocols
10. Publications: Terms for publishing research results and acknowledgments
11. Warranties and Liability: Disclaimer of warranties and limitation of liability provisions
12. Term and Termination: Duration of agreement and termination rights
13. General Provisions: Standard boilerplate clauses including governing law, dispute resolution, and notices
1. Export Controls: Required when materials may be subject to export/import restrictions
2. Biosafety Requirements: Needed when dealing with hazardous or regulated biological materials
3. Third Party Rights: Include when materials incorporate third party intellectual property
4. Commercialization Rights: Detailed terms for commercial development, needed for complex commercial arrangements
5. Academic Use Provisions: Include when recipient is an academic institution with both research and commercial aims
6. Material Tracking: Required for materials needing specific tracking or reporting requirements
7. Return or Destruction: Specific requirements for material handling after agreement termination
1. Schedule 1 - Material Description: Detailed technical description of the materials being transferred
2. Schedule 2 - Transfer Protocols: Specific procedures for handling, shipping, and receiving the materials
3. Schedule 3 - Fee Schedule: Detailed breakdown of fees, royalties, and payment terms
4. Schedule 4 - Approved Research Plan: Description of the approved research/commercial activities
5. Schedule 5 - Safety Data: Safety information and handling requirements for the materials
6. Appendix A - Contact Details: Key contacts for both parties for various aspects of the agreement
7. Appendix B - Reporting Requirements: Templates and schedules for required reports
Original Material
Progeny
Unmodified Derivatives
Modifications
Commercial Purpose
Commercial Use
Field of Use
Research Purpose
Confidential Information
Background IP
Foreground IP
Intellectual Property Rights
Results
Provider
Recipient
Authorized Personnel
Effective Date
Territory
Permitted Purpose
Transfer Fee
Commercial Terms
Net Sales
Licensed Products
Improvements
Regulatory Requirements
Safety Data
Technical Information
Know-How
Related Materials
Contamination
Publication
Third Party
Affiliate
Biological Materials
Standard Operating Procedures
Quality Standards
Transfer Protocol
Shipping Requirements
Storage Conditions
Documentation
Material Supply
Transfer Requirements
Permitted Use
Commercial Terms
Payment
Intellectual Property
Confidentiality
Data Protection
Health and Safety
Regulatory Compliance
Quality Control
Risk Allocation
Warranties
Liability
Indemnification
Insurance
Material Handling
Storage Requirements
Documentation
Reporting
Publication Rights
Security Measures
Term and Duration
Termination
Force Majeure
Assignment
Dispute Resolution
Governing Law
Notices
Entire Agreement
Severability
Amendment
Export Control
Third Party Rights
Material Tracking
Return or Destruction
Biotechnology
Pharmaceuticals
Healthcare
Agriculture
Medical Research
Life Sciences
Chemical Industry
Food and Beverage
Environmental Sciences
Academic Research
Legal
Research and Development
Technology Transfer
Commercial
Intellectual Property
Laboratory Operations
Compliance
Business Development
Quality Assurance
Regulatory Affairs
Scientific Operations
Contract Management
Legal Counsel
Research Director
Technology Transfer Manager
Commercial Manager
Intellectual Property Manager
Laboratory Manager
Chief Scientific Officer
Compliance Officer
Business Development Manager
Research Scientist
Contract Administrator
Quality Assurance Manager
Regulatory Affairs Manager
Operations Manager
Project Manager
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