[cc-commits] [CC SVN] r12163 - in scicom/mta/branches/nyergler-mta2-branch/scicom/mta_web/static/legal: . 2.0

webmaster at creativecommons.org webmaster at creativecommons.org
Tue Apr 14 18:37:08 EDT 2009


Author: nyergler
Date: 2009-04-14 22:37:08 +0000 (Tue, 14 Apr 2009)
New Revision: 12163

Added:
   scicom/mta/branches/nyergler-mta2-branch/scicom/mta_web/static/legal/2.0/
   scicom/mta/branches/nyergler-mta2-branch/scicom/mta_web/static/legal/2.0/sc-df.txt
Log:
SC-DF 2.0 MTA text.


Added: scicom/mta/branches/nyergler-mta2-branch/scicom/mta_web/static/legal/2.0/sc-df.txt
===================================================================
--- scicom/mta/branches/nyergler-mta2-branch/scicom/mta_web/static/legal/2.0/sc-df.txt	                        (rev 0)
+++ scicom/mta/branches/nyergler-mta2-branch/scicom/mta_web/static/legal/2.0/sc-df.txt	2009-04-14 22:37:08 UTC (rev 12163)
@@ -0,0 +1,251 @@
+Science Commons Material Transfer Agreement
+Version 2.0
+Specific Use
+
+1.Introduction
+
+NOTICE: CREATIVE COMMONS CORPORATION IS NOT A LAW FIRM AND DOES NOT
+PROVIDE LEGAL SERVICES. DISTRIBUTION OF THIS AGREEMENT DOES NOT CREATE
+AN ATTORNEY-CLIENT RELATIONSHIP. CREATIVE COMMONS PROVIDES THIS
+INFORMATION ON AN "AS-IS" BASIS. CREATIVE COMMONS MAKES NO WARRANTIES
+REGARDING THE INFORMATION PROVIDED, AND DISCLAIMS LIABILITY FOR
+DAMAGES RESULTING FROM ITS USE.
+
+This Science Commons Material Transfer Agreement (the "Base MTA") and
+the attached Supplemental Addendum (the "Supplemental Addendum" and,
+together with the Base MTA, the "Agreement") is entered into between
+the Provider and the Recipient (or the "Parties", as further
+identified in the Supplemental Addendum), and governs the exchange and
+use of the certain materials specified in this Agreement between the
+Parties.
+
+This Agreement may be released in multiple versions.  Only the version
+expressly referenced by the Parties shall apply, even if subsequent or
+alternative versions are released by Science Commons.
+
+2.Definitions
+
+Capitalized terms used in this Agreement have the meaning defined
+below. Plural and singular forms may be used interchangeably.
+
+"Authorized Users" means i) an employee of the Recipient, and ii) to
+the extent expressly permitted by the Supplemental Addendum, a
+contractor or agent performing services on behalf of the Recipient
+that (A) has been notified of the Recipient's obligations under this
+Agreement and (B) have binding obligations to the Recipient to use and
+protect the Materials (including any Materials contained in any
+Modifications) in accordance with this Agreement.
+
+"Clinical Use" means the use in humans to treat or diagnose any
+disease or condition, including, but not limited to, use in clinical
+trials.
+
+"Commercial Use" means i) the use of the Materials or a product
+containing the Materials in the manufacture of a product for sale, ii)
+the selling, offering for sale, or distribution for sale of a product
+that contains the Materials, or iii) the selling or offering for sale
+of a service that involves using or supplying a product that contains
+the Materials.
+
+"Materials" means i) the tangible materials that are transferred
+subject to this Agreement and ii) Unmodified Products.
+
+"Original Materials Provider" means any entity or entities that
+provided the Materials to the Provider, as identified in the
+Supplemental Addendum.
+
+"Modification" means i) a material with novel properties resulting
+from a change to the Materials, or ii) a combination of the Materials
+with other materials.
+
+"Provider" means the Party that provided the Materials.
+
+"Recipient" means the Party that received the Materials.
+
+"Research Use" means any activities directed to or useful for
+discovery or development, but excluding any activity that constitutes
+Commercial Use or Clinical Use.
+
+"Specified Fields of Use" means the fields of use as defined in the
+Supplemental Addendum.
+
+"Unmodified Product" means: i) the progeny (if an organism, including
+a virus) or subclone of the Materials, ii) a product expressed or
+secreted by the Materials, or iii) a subunit, structure, or portion of
+the Materials (including materials purified or extracted from the
+Materials).
+
+3.Authorized Uses and Use Limitations
+
+The Recipient agrees to use the Materials only in accordance with the
+following terms and conditions.
+
+a.Authorized Uses
+
+The Provider authorizes the Recipient and the Authorized Users to i)
+replicate the Materials and ii) use the Materials solely for Research
+Uses within the Specified Fields of Use.
+
+b.Use Limitations
+
+      i.The Recipient shall use, store and dispose of the Materials
+      and any Modifications in compliance with all applicable laws,
+      rules and regulations, including, but not limited to, all
+      applicable export laws, rules, and regulations in connection
+      with any use of the Materials and any Modifications.
+
+      ii.The Recipient shall not permit or engage in any Clinical Use
+      or Commercial Use of the Materials.
+
+      iii.The Recipient shall not permit or engage in any use of the
+      Materials for any purpose other than Research Uses within the
+      Specified Fields of Use.
+
+      iv.The Recipient shall not permit anyone other than an
+      Authorized User to be given access to the Materials (including
+      any Materials contained in any Modifications). The Recipient
+      agrees to promptly notify the Provider if it becomes aware of
+      any loss or unauthorized use or transfer of the Materials
+      (including any Materials contained in any Modifications).
+
+c.Distribution 
+
+The Recipient shall not distribute, transfer, or permit third parties
+to access the Materials or any Modifications containing the Materials.
+If a third party wishes to receive the Materials, the Recipient may
+notify such third party that the Materials may be available from the
+Provider.
+
+d.No Implied Licenses, Ownership of Tangible Materials and Patent Rights
+
+Except for the rights expressly granted herein, the Recipient agrees
+that no other rights or licenses, whether express or implied, are
+granted to the Recipient under any patent, patent application,
+copyright, trademark, or trade secret of the Provider or the Original
+Materials Provider. As between the Parties, each retains all right,
+title, and interest in works and inventions made by its personnel, and
+nothing herein shall be construed to transfer ownership of any
+invention, patent, patent application, copyright, or trade secret.
+With respect to tangible materials, i) the Provider retains ownership
+and title to the Materials (including any Materials contained in any
+Modifications) and ii) the Recipient retains ownership and title to
+the Modifications (except that the Provider retains ownership and
+title to any Materials contained in any Modifications). The Recipient
+is free to file patent application(s) claiming inventions made by, or
+on behalf of, the Recipient through the use of the Materials, but
+agrees not to file any patent application containing a composition of
+matter claim on the original Materials or an Unmodified Product.
+
+4.General Terms and Conditions
+
+a.Term and Termination
+
+       i.Unless otherwise specified in the Supplemental Addendum, the
+       term of this Agreement shall commence on the date it is
+       executed by both Parties and shall continue in effect until
+       terminated in accordance with the terms hereof or by the mutual
+       written agreement of the Parties.
+
+       ii.This Agreement will automatically terminate (A) upon a
+       material breach of any representation, warranty or covenant of
+       this Agreement by the Recipient and such breach is not remedied
+       within 45 days of the receipt by the Recipient of notice of
+       such breach from the Provider or (B) if the Recipient becomes
+       insolvent, files for bankruptcy, makes an assignment for the
+       benefit of creditors, or fails to carry on business in the
+       ordinary course.
+
+       iii.Upon any termination of this Agreement, the Recipient (A)
+       will immediately discontinue its use of the Materials
+       (including any Modifications that contain Materials)and (B)
+       will, as directed by the Provider, return or dispose of the
+       Materials (including any Modifications that contain Materials).
+
+       iv.This Section 4 and each of Section 2, Section 3(b), Section
+       3(c), Section 3(d) and the Supplemental Addendum shall survive
+       any termination of this Agreement.
+
+b.Acknowledgement of the Source of the Materials
+
+The Recipient agrees to provide appropriate acknowledgement of the
+source of the Material (i.e., the Provider and any Original Materials
+Provider) in all publications resulting from any use of the Materials.
+
+c.No Warranties
+
+THE MATERIALS ARE PROVIDED "AS-IS" AND,TO THE MAXIMUM EXTENT PERMITTED
+BY LAW, THE PROVIDER DISCLAIMS ALL WARRANTIES, REPRESENTATIONS, AND
+CONDITIONS, WHETHER IMPLIED, EXPRESS, OR STATUTORY, INCLUDING, BUT NOT
+LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR
+A PARTICULAR PURPOSE. THE PROVIDER MAKES NO WARRANTY THAT THE
+MATERIALS DO NOT INFRINGE ANY PATENT, COPYRIGHT, TRADEMARK, OR OTHER
+THIRD PARTY RIGHTS.
+
+d.Assumption of Liability and Indemnification
+
+Except to the extent prohibited by law (or, alternatively, to the
+extent permitted by law), the Recipient assumes all liability for
+damages to the extent due to or arising from the use, storage or
+disposal of the Materials and any Modifications by the
+Recipient. Neither the Provider nor the Original Materials Provider
+will be liable to the Recipient for any loss, claim or demand made by
+the Recipient, or made against the Recipient by any other party, to
+the extent due to or arising from the use, storage or disposal of the
+Material or any Modifications by the Recipient.
+
+Except to the extent prohibited by law (or, alternatively, to the
+extent permitted by law), the Recipient will defend and indemnify the
+Provider and the Original Materials Provider (and their respective
+directors, officers, employees, trustees, shareholders, members and
+agents) against any loss, claim or demand (including attorneys' fees
+and cost of defense and the enforcement of this provision) suffered by
+the Provider and the Original Materials Provider, as the case may be,
+to the extent due to or arising from i) a breach of this Agreement by
+the Recipient or ii) the use, storage or disposal of the Material or
+any Modifications by the Recipient.
+
+e.Entire Agreement and Assignment
+
+This Agreement shall constitute the entire agreement between the
+Parties with respect to the subject matter herein, and supersedes all
+prior or contemporaneous understandings, agreements, or
+representations, whether written or oral. The Recipient may not assign
+this Agreement without the prior written consent of the Provider.
+
+f.Amendment and Waiver
+
+This Agreement may only be amended by a written instrument executed by
+each of the Parties.  No delay or failure by a Party to enforce any
+provision of this Agreement shall be deemed to be a waiver of the
+right to enforce this Agreement with respect to a separate or
+continuing breach.  No waiver of any provision of this Agreement shall
+be valid unless it is in writing and is executed by the Party against
+whom such waiver is sought to be enforced. A waiver by either of the
+Parties of any provision of this Agreement will not be construed to be
+a waiver of any succeeding breach thereof or of any other provision of
+this Agreement.
+
+g.Notices
+
+Any notice required or permitted to be given by this Agreement shall
+be in writing and shall be delivered by personal delivery, US mail,
+postage prepaid, return receipt requested, facsimile (provided the
+sender has evidence of successful transmission) or next-day courier
+service. Any notice so delivered shall be deemed to be given,
+delivered and received, if delivered by personal delivery or if
+delivered by US mail, on the day received as indicated by the postal
+receipt and if delivered by facsimile or courier service, on the day
+following dispatch. All such notices are to be given or made at the
+address specified in the Supplemental Addendum (or to such other
+address as may be designated by a notice given in accordance with the
+provisions of this section).
+
+h.Choice of Law
+
+If a jurisdiction is specified in the Supplemental Addendum, then this
+Agreement shall be governed by the domestic laws of such jurisdiction
+without giving effect to any choice of law provision or rule, unless
+the Recipient is prohibited by applicable law from so agreeing, in
+which case this Agreement will be governed by such law as determined
+by a court of competent jurisdiction.
+




More information about the cc-commits mailing list