Food-type Soybean lines available for food-quality evaluation

Material transfer agreement

(“Agreement”)

Between:   

Her Majesty the Queen in Right of Canada, as represented by the Minister of
Agriculture and Agri-Food (hereinafter referred to as "AAFC")

And:

Company Name: 

a company incorporated under the laws of (the province of  / Canada)

having its head office at: 

Telephone: 

Email: 

(hereinafter referred to as the “Company”)

Whereas:

1. AAFC developed (cultivar numbers) Natto-type / tofu-type soybean cultivar(s), hereinafter referred to as the "Material"; and
2. The Company wishes to have access to the Material, which has been developed by and is solely owned by AAFC, to perform quality evaluation on the above mentioned cultivar(s).

Now therefore in consideration of the mutual terms and conditions contained herein, the Material is released by AAFC to the Company:

1. The Material shall be used for the sole purpose of propagating the seed in Canada to allow for the food-quality evaluation. Any other use of the Material is strictly prohibited.
2. The Material and any or all derivatives, including progeny, together with information provided by AAFC about the Material shall be treated as confidential, and shall not be given, shown, shared, released, sold or licensed to any third party, except for quality testing on the natto resulting from the Material, without the prior written consent of AAFC.
3. The Company shall not name or apply for any patent or other form of intellectual property protection or registration for the Material.
4. The Company shall not publish any information derived from work with the Material without obtaining the written permission of AAFC.
5. The Material is provided without warranty, express or implied, of fitness for any particular purpose. AAFC makes no representation that the use of the Material is not infringing or will not infringe any patents or proprietary rights of third parties.
6. The Company agrees to bear all risks resulting from the use of the Material.
7. The Company shall indemnify, save harmless, and defend AAFC, its employees, servants and officers from any claims whatsoever (including without limitation, negligence) or losses (including without limitation, consequential damages) arising directly or indirectly from the Company's use of the Material.
8. AAFC may supply the Material to other parties for the same purpose.
9. Upon completion of the activities performed using the Material, the Material shall be returned, destroyed or otherwise disposed of as instructed by AAFC.
10. Upon completion of the activities performed using the Material, the Company shall provide AAFC with a report of the results from the research and evaluation. The report shall be treated and held in confidence by AAFC, and shall be submitted to AAFC’s Office of Intellectual Property & Commercialization at aafc.oipc-bpic.aac@agr.gc.ca.
11. The Company shall not commercialize the Material without executing a written agreement with AAFC. AAFC retains ownership of the Material and no commercial rights to the Material are given under this Agreement.
12. The Company acknowledges that employees, agents, and affiliates who take part in the activities with the Material shall be made to abide by the terms of this Agreement.
13. This Agreement, its validity, performance, discharge or construction shall be governed first by applicable Canadian Federal laws, and secondly by the laws of the Province of Ontario.
14. This Agreement shall be in effect for a period of one (1) year from the date of last signature hereunder.

If the Company finds these terms and conditions acceptable, please indicate full agreement by dating and signing this Agreement and returning a copy to AAFC. When the Agreement has been executed by duly authorized representatives of the Company and AAFC, a copy of the executed Agreement will be provided to the Company and a sample of the Material will be forwarded to the Company.