2021/05/07_v2 (MTA form for CRISPR, Plant)
RIKEN BRC Ref. No.:RIKEN BRC
MATERIAL TRANSFER AGREEMENT(For use for not-for-profit academic purpose)
RECIPIENT
Recipient Scientist:
Recipient Organization:
Address:
This Material Transfer Agreement sets forth the terms and conditions under which RIKEN
BioResource Research Center (hereinafter referred to as 'RIKEN BRC') will provide theRECIPIENT, and the RECIPIENT will receive, the biological material specified as
Individual DNA material(RIKEN BRC No.______________________________________________________________)and its derivatives (hereinafter referred to as the 'BIOLOGICAL RESOURCE') in response to theRECIPIENT's request, and with which the RECIPIENT scientist and organization agree before theRECIPIENT receives the BIOLOGICAL RESOURCE:
1.

The RIKEN BRC, a non-profit public organization financed by the Japanese Government, isengaged in collection, maintenance, storage, propagation, quality control and distribution of
the biological resources, in order to contribute to the Japanese and international scientificcommunity in the field of life sciences.

2.

(a) The RECIPIENT shall use the BIOLOGICAL RESOURCE for the following specificpurpose (when applicable, the specific purpose shall be the same as approved by theDEPOSITOR in the APPROVAL FORM):(b) The RECIPIENT shall obtain a written prior permission from the RIKEN BRC for the usageof the BIOLOGICAL RESOURCE for any other purposes than the purpose specified above.
3.

The RECIPIENT shall not use the BIOLOGICAL RESOURCE for diagnosis or treatment ofhumans or other direct applications to human bodies or as food source for humans.

4.

The BIOLOGICAL RESOURCE may not be used for COMMERCIAL PURPOSES.
For purposes of this Agreement, "COMMERCIAL PURPOSE" means the sale, lease, license,or other transfer of the BIOLOGICAL RESOURCE to a for-profit organization.
COMMERCIAL PURPOSES shall also include uses of the BIOLOGICAL RESOURCE by
any organization, including RECIPIENT, to perform contract research, to screen compound
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libraries, to produce or manufacture products for general sale, or to conduct research activities
that result in any sale, lease, license, or transfer of the BIOLOGICAL RESOURCE to a forprofit organization. However, industrially sponsored academic research shall not be
considered a use of BIOLOGICAL RESOURCE for COMMERCIAL PURPOSES per se,
unless any of the above conditions of this definition are met.
5.

The RECIPIENT agrees to use the BIOLOGICAL RESOURCE complying with the following
terms and conditions set forth by the DEPOSITOR, which are listed in the RIKEN BRC
Catalog and/or Website:
Terms and conditions for the BIOLOGICAL RESOURCE are specified in Form B.

In the case requested by the DEPOSITOR, the RECIPIENT should obtain an approval fromthe DEPOSITOR using the APPROVAL FORM prior to entering the AGREEMENT with theRIKEN BRC.
6.

The RECIPIENT agrees to expressly describe that "the BIOLOGICAL RESOURCE (theresource name) was provided by the RIKEN BRC through the National BioResource Projectof the MEXT, Japan" in Materials and Methods, the Acknowledgement or any otherappropriate section in any publication reporting the use thereof. The RECIPIENT also agreesto send information regarding such publication to the RIKEN BRC. The RIKEN BRC may
disclose publicly such information to increase the value of the BIOLOGICAL RESOURCE,
and to demonstrate the contribution of the RIKEN BRC.

7.

The RECIPIENT shall bear the cost of shipping, handling, part of production and otherexpenses necessary for preparation and distribution of the BIOLOGICAL RESOURCE for theRECIPIENT.

8.

The access to the BIOLOGICAL RESOURCE is limited to the RECIPIENT and theRECIPIENT's co-workers and students who work for the purpose specified in Section 2(a)under the direct supervision and full responsibility of the RECIPIENT. The RECIPIENT shallnot distribute, resell or otherwise dispose of the BIOLOGICAL RESOURCE to any third party
including co-workers and students. The disposition hereunder shall include any acts to transfer
all or any part of the intellectual property or grant a license thereunder with respect to theBIOLOGICAL RESOURCE.

9.

THE BIOLOGICAL RESOURCE DELIVERED PURSUANT TO THIS AGREEMENT ISPROVIDED ON AN “AS IS” BASIS AND UNDERSTOOD TO BE EXPERIMENTAL IN
NATURE AND WITH POSSIBLE HAZARDOUS PROPERTIES. THE RIKEN BRC
MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KIND,EITHER EXPRESSED OR IMPLIED. THERE ARE NO EXPRESSED OR IMPLIEDWARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE(WHETHER OR NOT THE RIKEN BRC OR THE DEPOSITOR KNOWS, HAS REASONTO KNOW, HAS BEEN ADVISED OR IS OTHERWISE AWARE OF SUCH PURPOSE).
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10. Nothing in this AGREEMENT shall be interpreted that the RIKEN BRC transfers or grants
the RECIPIENT ownership, patent, copyright, trademark or the sovereign rights of states
regarding Nagoya Protocol, or licenses thereunder, or other property rights. The provision ofthe BIOLOGICAL RESOURCE to the RECIPIENT shall not alter any preexisting right to the
BIOLOGICAL RESOURCE by a third party. THE RIKEN BRC MAKES NO
REPRESENTATIONS AND WARRANTIES THAT THE USE OF THE BIOLOGICALRESOURCE WILL NOT INFRINGE ANY PATENT, COPYRIGHT, TRADEMARK, THESOVEREIGN RIGHTS OF STATES REGARDING NAGOYA PROTOCOL, OR OTHERPROPRIETARY RIGHT. The RECIPIENT shall obtain any rights necessary to conduct its
research and development using the BIOLOGICAL RESOURCE on its responsibility.
11. The RECIPIENT agrees to hold the RIKEN BRC and the DEPOSITOR harmless and toindemnify the RIKEN BRC and the DEPOSITOR for all liabilities, demands, damages,
expenses and losses arising out of the RECIPIENT’s use of the BIOLOGICAL RESOURCE
including, but not limited to, claims of infringement on the rights mentioned in the previous
paragraph, except for the case that the claim is caused by the gross negligence or willful
misconduct of the RIKEN BRC.
12. The RECIPIENT agrees that any handling or other activities of the BIOLOGICALRESOURCE in its laboratory shall be conducted in compliance with all applicable laws,regulations and guidelines. The RECIPIENT shall, if necessary, take all steps or procedures tocomply with legal requirements for handling of the BIOLOGICAL RESOURCE.
13. Both parties shall discuss to enable amicable resolution of any accidents during shipment ofthe BIOLOGICAL RESOURCE.
14. In case the RECIPIENT is in breach of this AGREEMENT, the RIKEN BRC may take actions
such as requesting the RECIPIENT to cease its subsequent use of the BIOLOGICALRESOURCE and other resources of the RIKEN BRC.
15. Both parties shall discuss in good faith to enable the amicable resolution of matters, arising inconnection with the interpretation or performance hereof as well as the matters which are notexpressly set forth in this AGREEMENT.
16. Any matter or dispute which cannot be settled through said amicable discussion shall be
subject to the exclusive jurisdiction of Tokyo District Court, Japan. This AGREEMENT shallbe governed in accordance with the laws of Japan.
The RECIPIENT and the RIKEN BRC do hereby sign two original copies of this AGREEMENT
and each party holds one signed copy.
SIGNATURES BEGIN ON THE NEXT PAGE.

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RIKEN BioResource Research Center
3-1-1 Koyadai, Tsukuba, Ibaraki 305-0074, Japan
Director
Toshihiko Shiroishi, Ph.D.
Signature:
Date:
RECIPIENT:
Organization:
Address:
Name of Authorized Representative:
Title:
Signature:
Date:
Name of Scientist (Head of laboratory is preferable):
Title:
Signature:Date:

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