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Material Transfer Agreement For Commercial Use
I need a Material Transfer Agreement For Commercial Use under Swiss law for transferring proprietary cell lines from our biotech company to a pharmaceutical manufacturer, including strict quality control requirements and royalty provisions for any commercial products developed using our materials.
1. Parties: Identification and details of the Provider and Recipient
2. Background: Context of the agreement and brief description of the materials and intended use
3. Definitions: Definitions of key terms including 'Materials', 'Commercial Use', 'Modifications', and other relevant terms
4. Supply of Materials: Terms governing the transfer of materials, including timing and delivery
5. Permitted Use: Scope of permitted commercial use of the materials
6. Restrictions: Limitations on use, transfer, and modifications of the materials
7. Commercial Terms: Payment terms, fees, and commercial conditions
8. Intellectual Property: IP rights in materials and any modifications or improvements
9. Confidentiality: Protection of confidential information related to the materials
10. Warranties and Liability: Warranties, disclaimers, and allocation of risks
11. Term and Termination: Duration of agreement and termination provisions
12. General Provisions: Standard contractual provisions including governing law, notices, and entire agreement
1. Safety Requirements: Special handling requirements for hazardous or biological materials
2. Data Protection: Provisions for handling associated data, required if personal or sensitive data is involved
3. Modifications: Terms governing modifications to the materials, if modifications are permitted
4. Reporting Requirements: Obligations to report on use of materials and commercial developments
5. Quality Requirements: Specific quality standards and testing requirements
6. Export Control: Provisions for international transfer of materials, if applicable
7. Insurance: Insurance requirements for handling and using the materials
1. Schedule 1 - Description of Materials: Detailed description of materials being transferred, including quantities and specifications
2. Schedule 2 - Commercial Terms: Detailed payment terms, royalties, and commercial conditions
3. Schedule 3 - Technical Requirements: Technical specifications, handling requirements, and storage conditions
4. Schedule 4 - Safety Protocols: Safety procedures and protocols for handling materials
5. Schedule 5 - Quality Standards: Quality control requirements and testing procedures
6. Appendix A - Compliance Requirements: Regulatory compliance requirements and certifications
7. Appendix B - Reporting Forms: Templates for required reports and notifications
Authors
Original Materials
Modified Materials
Derivatives
Commercial Use
Commercial Purpose
Provider
Recipient
Affiliate
Confidential Information
Intellectual Property Rights
Patent Rights
Know-How
Modifications
Research Results
Territory
Effective Date
Field of Use
Permitted Purpose
Technical Information
Specifications
Quality Standards
Safety Requirements
Regulatory Requirements
Improvements
Net Sales
Gross Revenue
Commercial Products
Documentation
Transfer Fee
Royalties
Background IP
Foreground IP
Third Party
Authorized Personnel
Working Day
Force Majeure
Good Laboratory Practice
Good Manufacturing Practice
Regulatory Authorities
Supply of Materials
Delivery and Transportation
Payment Terms
Commercial Use
License Grant
Restrictions on Use
Intellectual Property Rights
Confidentiality
Data Protection
Quality Requirements
Health and Safety
Regulatory Compliance
Warranties
Liability and Indemnification
Insurance
Record Keeping
Reporting
Audit Rights
Term and Duration
Termination
Consequences of Termination
Export Control
Force Majeure
Assignment
Notices
Governing Law
Dispute Resolution
Entire Agreement
Severability
Amendments
Waiver
Third Party Rights
Counterparts
Biotechnology
Pharmaceuticals
Life Sciences
Chemical Manufacturing
Medical Devices
Agricultural Science
Materials Science
Industrial Manufacturing
Research and Development
Healthcare
Legal
Research and Development
Quality Assurance
Regulatory Affairs
Business Development
Operations
Intellectual Property
Compliance
Laboratory Operations
Commercial Operations
Technology Transfer
Supply Chain
Research Director
Legal Counsel
Technology Transfer Manager
Intellectual Property Manager
Commercial Director
Laboratory Manager
Quality Assurance Manager
Regulatory Affairs Manager
Business Development Manager
Operations Manager
Research Scientist
Compliance Officer
Contract Manager
Innovation Manager
Materials Manager
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