（様式３）

委 託 契 約 書 （ サンプル）
Japan Foundation for AIDS Prevention
Page 1 of 4

AUTHORIZATION
Japan Foundation for AIDS Prevention (herein referred to as “JFAP”)
委託先研究機関の名称（以下「委託先」）

authorizes‘ 委託課題名to implement the study,’．
For the execution of this study, JFAP agrees to pay
payable as a down payment prior to the end of

委 託 先

Marcha total of
何年

委 託 額

YEN is．

This Letter of Authorization is valid only with the attached protocols and is in accordance with the generalagreement signed between

委託

委 託 先and JFAP．

先JFAP

By:

By:Signature:
Name:
Title:Date:

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Japan Foundation for AIDS Prevention
Page 2 of 4

AGREEMENT OF THE TERM AND CONDITIONS
1. SCOPE OF AGREEMENT.

Except as otherwise expressly stated by
委託先研究機関（以下「委託先」）

these terms and conditions apply to each individual purchase by,

委 託 先

.

In each instance that Japan Foundation for AIDS Prevention (2-7-1 Kandasarugakucho, Chiyoda-ku,
Tokyo 101-0064, Japan) (“SPONSOR”) desires
provide

委 託 先

委 託 先

to perform services, SPONSOR shallwith a letter of authorization (“Authorization Letter”) including a test

protocol (“Protocol”) authorizing

委 託 先

to conduct said service (the “Study”) in accordancewith these terms and conditions contained in the Authorization Letter and protocol.

委 託 先, inits sole discretion and without incurring any liability or responsibility to SPONSOR, shall have the rightto either agree or not agree to perform any Study, that is, to accept or reject the Authorization Letter andProtocol for that particular Study.

Upon acceptance by委 託 先of the Authorization Letterand Protocol, said accepted Authorization Letter and Protocol and the term and conditions will
constitute the agreement (the “Agreement”) between

委 託 先and SPONSOR with regard
委 託 先

to the subject matter set forth in the Authorization Letter and related Protocol.

shallconduct the particular Study in accordance with this Agreement.
2. TERM.

The term of this Agreement shall be for period of

何ヵ月

何 年 notwithstanding the term of any study commenced during the saidfrom the 1st day of 何月
何monthtermthat shall be established in the associated Authorization Letter and/or Protocol.
3. COMPENSATION.

The study and compensation therefore shall be as specified in the correspondingAuthorization Letter and Protocol.
4. LIMITED WARRANTY.

委 託 先

warrants that the Study and all other services supplied

hereunder will, when supplied, be free from defects in performance and that his personnel involved withthe study shall be properly qualified and trained to perform the tasks to which they are assigned.
託 先委

makes no other warranty or representation (except as expressly set forth herein), either

express or implied and specifically no demand of compensation for damages caused by this Study.

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Japan Foundation for AIDS Prevention
Page 3 of 4

委 託 先

5. LIMITATION OF LIBILITY.

’s sole liability and SPONSOR’s exclusive remedy

for breach of the warranties contained in Section 4 shall be limited, at SPONSOR’s option, tore-performance of the defective Study at no additional cost to the SPONSOR or refunding thecompensation paid for the defective Study.

In the event

委 託 先

fails to furnish any Studyor other services required to be furnished hereunder, its exclusive liability and SPONSOR’s exclusive
remedy shall be the release of SPONSOR from its obligation to pay the compensation.
shall

委 託 先

be liable for special, incidental or consequential damages or lost revenues.

6. VISITATIONS BY SPONSOR.
to visit any of

In no event

委 託 先

SPONSOR’s representatives shall have the right at reasonable times’s laboratory facilities where

委 託 先

is conducting all or any

part of Study hereunder, and during such visits to inspect the work being done and materials being used
for each Study, SPONSOR may be denied access to sections of such laboratory facilities which are notbeing utilized for a study.

In the event of security requirements and conflict with a proposed visit ofSPONSOR’s representatives, a compatible visitation schedule will be negotiated between SPONSORand委 託 先．

7. TERMINATION OF THE AGREEMENT.

Either party shall have the right to terminate thisAgreement upon thirty (30) day’s written notice to the other party.
ongoing study(s).

Such termination will not affect any

Notwithstanding the termination or expiration of this Agreement pursuant to the委 託 先

preceding paragraph,shall complete according to the terms and conditions of thisAgreement every uncompleted Study hereunder which in not terminated by SPONSOR.
8. PROPERTY RIGHTS.

Title to materials purchased from a vendor (to include but not limited tolaboratory equipments and supplies) shall pass to and best indelivery of materials.

委 託 先

Title to all other materials shall pass and vest in

upon the vendor’s

委 託 先

upon issuanceof the materials for use in contract performance or commencement of processing of the materials for use
in contract performance.

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Japan Foundation for AIDS Prevention
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9. INVENTIONS, DISCOVERIES AND INPROVEMENTS.

All inventions, discoveries andimprovements, patentable and unpatentable, made or conceived by

委 託 先, arising out of

information gained or services performed under this Agreement, including any associated Protocol(s）,and all domestic and foreign patent right and copyrights thereon, relating to Data and/or Materials, but
excluding testing methodology, shall belong towith SPONSOR to enable

委 託 先

委 託 先 , and委 託 先

shall cooperate

to perfect said patent right and copyrights, including

signing any proper affidavits, patent applications, assignments and the like.

In providing suchcooperation, SPONSOR shall not be responsible for preparing or prosecuting patent applications
preparing affidavits or assignments relaying to patent prosecution, or for costs of obtaining patent
protection, but will be available for consultation on technical points that may be involved.

In witness whereof, the parties hereto have caused this Agreement to be signed as of the何 日

何 月of,何 年.

委 託 先 研 究 機 関 の名 称
By:
Signature:
Name:
Title:
Date:
JAPAN FOUNDATION FOR AIDS PREVENTION
By:
Signature:
Name:
Title:
Date:

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Page 1 of 3

PROTOCOL
委託課題名

Study Facility:

Study Director:

ResearchAssociate:

Sponsor:Japan Foundation for AIDS Prevention
2-7-1 Kandasarugakucho
Chiyoda-ku
Tokyo 101-0064,
Sponsor’s
Representative

Issue Date:

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Japan

Page 2 of 3

1. OBJECTIVE:

2. STUDY DESIGN:

3. TECHNICAL PROCEDURES:

4. REPORT:The Final Report on

委託課題名

associate (researcher) by the end of Marchshould be submitted to the sponsor through the何年(Arrival basis)
::::
::

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．

Page 3 of 3

ACCEPTANCE OF PROTOCOL
委託課題名

Study Facility:
Signature:
Date:

Research
Associate:
Signature:
委託申込者氏名
所属機関
Date:

Sponsor:Japan Foundation for AIDS Prevention
2-7-1Kandasarugakucho
Chiyoda-ku
Tokyo 101-0064,

Signature:

Date:

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Japan