ブックタイトル2013ATCC

概要

2013ATCC

123456789ATCC MTA Material Transfer Agreementand regulations applicable to use of the Biological Material by Purchaser or its Transferees. Purchaser is solely responsible for obtainingall permits, licenses or other approvals required by any governmental authority in connection with Purchaser’s and its Transferees’receipt, handling, storage, disposal, transfer and use of the Biological Materials. Without limiting the generality of the foregoing, anyshipment of Biological Materials to countries outside the United States must comply with all applicable foreign and U.S. laws, includingthe U.S. export control laws and related regulations. Distribution by ATCC of Budapest Treaty patent deposits are made pursuant to, andin compliance with, all applicable laws and regulations, including the Budapest Treaty and related 37 C.F.R. provisions. If there is anyconflict between the terms of this MTA and any applicable law or regulation with respect to ATCC Material that is supplied hereunder byATCC from the stock of a Budapest Treaty deposit, then the terms of the applicable law or regulation shall govern.IndemnificationIf Purchaser is a Federal or State non-profit organization or foreign organization that is prohibited by law from entering into theindemnification obligation set forth in the subsequent paragraph:Purchaser assumes all liability for any and all third party claims, losses, expenses and damages, including reasonable attorneys’fees(collectively "Claims") arising out of or relating to Purchaser’s use, receipt, handling, storage, transfer, disposal and other activitiesrelating to Biological Materials, provided that Purchaser's liability shall be limited to the extent that any such Claim arises out of ATCC'sgross negligence or willful misconduct, and provided further that if the Purchaser is the U.S. federal government or a state institutionsuch Purchaser assumes such liability only to the extent provided under the Federal Tort Claims Act, 28 U.S.C.§§2671 et seq. or underequivalent applicable State or foreign law.If Purchaser is a for-profit organization or a private non-profit organization:Purchaser hereby agrees to indemnify, defend and hold harmless ATCC and its Contributors against all third party claims, losses,expenses and damages, including reasonable attorneys’fees (collectively "Claims") arising out of or relating to Purchaser’s use, receipt,handling, storage, transfer, disposal and other activities relating to Biological Materials, provided that Purchaser's liability shall be limitedto the extent that any such Claim arises out of ATCC's gross negligence or willful misconduct. All non-monetary settlements of any suchClaims are subject to ATCC’s prior written consent, such consent not to be unreasonably withheld.MTA原文MTAに関するFAQLimitation of LiabilityTo the extent permitted by law, in no event will ATCC or its Contributors be liable for any indirect, special, incidental or consequentialdamages of any kind in connection with or arising out of the MTA or Biological Materials (whether in contract, tort, negligence, strictliability, statute or otherwise) even if ATCC has been advised of the possibility of such damages. In no event shall ATCC’s cumulativeliability to the Purchaser exceed the fees paid by purchaser under this MTA and the applicable ATCC Sales Order for the twelve (12)month period preceding the date of the event giving rise to the claim. Purchaser agrees that the limitations of liability set forth in this MTAshall apply even if a limited remedy provided hereunder fails of its essential purpose.Intellectual Property; IdentificationAs between the parties, ATCC and/or its Contributors shall retain ownership of all right, title and interest in the Biological Materials.Purchaser retains ownership of: (a) Modifications (except that, as between the parties, ATCC retains ownership rights to ATCC Materialincorporated therein) and (b) those substances created through the use of Biological Material, but which do not contain or constituteBiological Material. Notwithstanding the foregoing, Purchaser acknowledges and agrees that the Biological Material is subject to therestrictions noted in the“Scope of Use”section above. Purchaser agrees and shall ensure Transferee agrees to acknowledge ATCC andany Contributor indicated by ATCC as the source of the Biological Material in all research, academic or scholarly publications and inpatent applications that reference the Biological Material. If required by the Contributor of the ATCC Material, ATCC may inform theContributor of Purchaser’s identity. Purchaser explicitly acknowledges that all Trademarks are the exclusive property of ATCC andPurchaser expressly agrees not to use the Trademarks without ATCC's prior written agreement.MiscellaneousAny disputes arising under this Agreement shall be tried exclusively in the United States District Court for the Eastern District of Virginiaor if subject matter jurisdiction does not exist in that court, then in the state courts of Virginia for Prince William County, and Purchaserhereby expressly consents to, submits to and waives any objection to the jurisdiction of such courts. If Purchaser is a Federal or Statenon-profit organization or a foreign public organization then any disputes arising under this Agreement shall be tried exclusively in a courtof competent jurisdiction.Purchaser agrees that any breach of this Agreement, including but not limited to any breach of the scope of use provisions of thisAgreement, will entitle ATCC to immediately cease without notice to Purchaser further shipments of ATCC Material and may create suchirreparable injury as to entitle ATCC to seek temporary restraining orders and other preliminary or permanent injunctive relief in addition toall other equitable and legal remedies that may be afforded under US or foreign laws.Purchaser may not assign or otherwise transfer this MTA or any rights or obligations under this MTA, whether by operation of law orotherwise. Any such attempted assignment or transfer will be void and of no force or effect. This MTA, including all documentsincorporated herein by reference, constitutes the entire agreement between ATCC and Purchaser with respect to the Biological Materialand supersedes all previous agreements or representations (whether written or oral) between ATCC and Purchaser relating to the samesubject matter. This MTA may not be modified, waived or terminated except in writing and signed by the parties hereto. No term orprovision contained herein shall be deemed waived and no breach excused unless such waiver or consent shall be in writing and signedby the parties. If any provision of this MTA is for any reason found to be unenforceable, the remainder of this Agreement will continue infull force and effect. None of the provisions of this MTA are intended to create, nor shall be deemed or construed to create, anyrelationship between ATCC or Purchaser other than that of independent entities contracting with each other hereunder solely for thepurpose of effecting the provisions of this MTA.Any correspondence concerning the ATCC Material Transfer Agreement should be addressed to ATCC, Attention: Office of IP, Licensingand Services, P.O. Box 1549, Manassas, VA 20108, Phone: (703) 365-2700 or contact us at licensing@atcc.org.84