AGREEMENT FOR SUPPLY
OF BIOLOGICAL MATERIAL
Under this Agreement, signed by _____(recipient)_____ below, and because _____(recipient)_____ has agreed to comply with the terms and conditions set forth in this Agreement, _____(donor)_______ has already and will continue to supply to _____(recipient)_____ such of the Biological Material (Note 1) requested by _____(recipient)_____ as is, in ____(donor)____’s sole judgement, reasonable and appropriate. Such Biological Material as is supplied to _____(recipient)_____ will be accompanied by a copy of this Agreement, as well as an itemization of the Biological Material being supplied (the "Material").
____(donor)____ intends to honor the letter and spirit of the Convention on Biological Diversity in the use of his collections. Accordingly, the supply of any and all Biological Material by ____(donor)____ to _____(recipient)_____, including any Material to be supplied under this Agreement, will be subject to the following conditions:
1. Subject to Clauses 2 and 4 below, _____(recipient)_____ may use the Material and any progeny or Derivatives(*) thereof (such as modified or unmodified extracts) for non-commercial purposes only.
2. _____(recipient)_____ will provide ____(donor)____ with a fair and equitable share of any benefits obtained by _____(recipient)_____ arising out of any utilization by _____(recipient)_____ of the Material or its progeny or Derivatives, including benefits such as research results and copies of publications. In addition, _____(recipient)_____ shall acknowledge ____(donor)____ and, where determinable, the Country of Origin, in all research publications resulting from the use of the Material.
3. Under this Agreement, _____(recipient)_____ may not Commercialize(*) the Material or any progeny or Derivatives thereof.
4. If at any point in the future _____(recipient)_____ wishes to Commercialize the Material or its progeny or Derivatives, _____(recipient)_____ must first obtain the written permission of ____(donor)____. Any Commercialization to which ____(donor)____ agrees will be subject to a separate agreement between _____(recipient)_____ and ____(donor)____ consistent with ____(donor)____'s policy that benefits be shared fairly and equitably with the Country of Origin (Note 2) of the Material.
5. _____(recipient)_____ may not transfer the Material or any progeny or Derivatives thereof to any party other than _____(recipient)_____ or ____(donor)____ without the prior informed consent in writing of ____(donor)____, and then only under a legally binding written agreement containing terms no less restrictive than those contained in this Agreement unless otherwise agreed in writing by ____(donor)____.
6. ____(donor)____ makes no representation or warranty of any kind, either express or implied, (1) as to the identity, safety, merchantability or fitness for any particular purpose of the Material or its progeny or Derivatives or (2) that the Material provided to _____(recipient)_____ under this Agreement is or will remain free from any further obligation to obtain prior informed consent from, to share benefits with or to comply with restrictions on use imposed by the country of origin of the Material or any other country or regional economic integration organization. _____(recipient)_____ will indemnify ____(donor)____ from any and all liability arising out of the Material or its progeny or Derivatives and their use.
7. This Agreement is governed by and shall be construed in accordance with United States law.
Note 1. Biological material includes, but is not limited to, plants, plant parts or propagation material (such as seeds, cuttings, roots, bulbs, corms or leaves), fungi or other fungal material, and any other material of plant, animal, fungal, microbial or other origin and the genetic resources contained therein; Genetic resources mean any material of plant, animal, fungal, microbial or other origin containing functional units of heredity of actual or potential value. This definition of genetic resources is adapted from the definitions of genetic materials and genetic resources set forth in Article 2 of the Convention on Biological Diversity.
Note 2. Country of origin of genetic resources means the country that possesses those genetic resources in in situ conditions;
* Commercialization means the use or exploitation of genetic resources, their progeny or Derivatives, with the object of, or resulting in, financial gain, and includes but is not limited to the following activities: sale, applying for, obtaining or transferring intellectual property rights or other tangible or intangible rights by sale or license or in any other manner, commencement of product development, conducting market research, and seeking pre-market approval;
*Derivatives include, but are not limited to, modified or unmodified extracts and any compounds or chemical structures based on or
derived from genetic resources and their progeny, including analogues;
I understand that any Material supplied to me by ____(donor)____ pursuant to this Agreement will be subject to, and I agree to comply with, the conditions above.