Memorandum of Understanding (MoU)
forevaluation and use of PAU developed Ogura CMS based mustard hybrids and fixedparental lines
This MOU is made on ----------this day of ------ 2016
BY AND BETWEENPunjab Agricultural University (PAU) a premier institution dealing in basic, applied andadaptive research to seek appropriate solutions to emerging problems, develop effective
mechanism for technology transfer and to develop technologies for supporting growth of agrobased industries, having its Office at Ludhiana-141 004, Punjab, hereinafter referred to as
UNIVERSITY through its authorized signatory, of the FIRST PART.
AND
ABC, a Company having its registered office at _____________________________ hereinafterreferred to as COMPANY, through its authorized signatory, of the SECOND PARTRECITALS:a) WHEREAS UNIVERSITY supports research programmes towards quality andproductivity improvement in mustard crops including development of mustard hybrids
WHEREAS UNIVERSITY confirms that they are having Ogura CMS system and its
restorers in the Mustard background and have a mustard hybrid development program.
WHEREAS UNIVERSITY further confirms that they are in possession of fixed CMS(A) lines in Ogura cytoplasm background and its fixed restorer (R) lines and two each ofthese ‘A’ and ’R’ lines can be shared with COMPANY on signing of agreement withUNIVERSITY.

b) WHEREAS COMPANY is actively involved in agricultural research and hybrid seeds

business with activities in India in field and vegetable crops.
WHEREAS COMPANY has breeding programs in multiple field and vegetable cropsc) WHEREAS COMPANY and UNIVERSITY are desirous of getting into an agreementfor the following purposes:‐Mustard hybrids developed by UNIVERSITY can be incorporated into COMPANY
product evaluation network and COMPANY can test these hybrids extensively in
replicated multi-location trials which would help to understand the unique value
propositions of the hybrids.

‐Once hybrids with commercial potential are identified by COMPANY, a separate
commercial agreement on mutually agreeable terms will be developed.

‐

Every year UNIVERSITY shall provide 30 high-yielding – based on performancedata or otherwise - differentiated mustard hybrids in terms of oil content, oil quality,duration, defensive traits, seed size, seed colour etc. These hybrids shall be evaluatedby COMPANY in research trials. UNIVERSITY shall also provide 10 fixed ‘A’lines for evaluation by COMPANY. The hybrids and fixed ‘A’ and ’R’ lines areshared on a non-exclusive basis.

‐

Every year UNIVERSITY shall provide 3 high yielding hybrids for direct precommercial level testing of COMPANY in multiple locations across mustardgrowing areas of India.

‐Phase I collaboration shall be for a period of five years and COMPANY shall pay
INR Five Lakhs annually upon signing of the agreement and every year thereupon
on or before handing over the seeds of 30 hybrids.

NOW THIS MEMORANDUM OF UNDERSTANDING WITNESSETH AND IT IS
HEREBY AGREED BY AND BETWEEN THE PARTIES AS FOLLOWS:
1. RESPONSIBILITIES OF UNIVERSITY:-UNIVERSITY shall supply 30-40g seeds of 30 ogura-based mustard hybrids annually,as per description in recitals ‘c’. Seeds shall be handed over to COMPANY every year
during the collaboration by the third week of September. These hybrids will meet allnormal seed quality standards, including germination and genetic purity, for conducting
the research level yield performance trials by COMPANY.

-UNIVERSITY shall also supply 2-3kg seeds of 3 mustard hybrids as per recital ‘c’ to
COMPANY for evaluation at pre-commercial level by the third week of September.
During the first year, these hybrids shall be selected by UNIVERSITY. In subsequentyears, these may be selected by COMPANY, based on yield performance data of thehybrids provided for research level testing, and/or based on performance data generated
by UNIVERSITY.

-UNIVERSITY shall provide seeds of two fixed Ogura ‘A’ lines and two fixed Ogura’R’ lines during the first year of agreement on a non-exclusive basis for use in
COMPANY breeding program. These lines as well as their derived lines shall remain
the property of UNIVERSITY till their genomic contribution is greater than 3.125%.

-UNIVERSITY shall provide seeds of 10 fixed ‘A’ lines annually during the period ofcollaboration for evaluation by COMPANY.

2. RESPONSIBILITIES OF COMPANY:-COMPANY shall conduct the trials on its own, in the main growing season startingfrom 2016-17 in consultation with the scientists at UNIVERSITY who have been
involved with the development and field performance assessment of the hybrid. The
details of the trial will be shared with UNIVERSITY and its representative can visit thetrial as per agreed schedules.

-After evaluation of UNIVERSITY hybrids supplied for pre-commercial stage testing,
COMPANY shall inform UNIVERSITY of intent to commercialize any of the hybrids
and enter into a binding commercial licensing agreement. After evaluation ofUNIVERSITY hybrids supplied for research level testing, COMPANY shall inform
UNIVERSITY about seed requirement for pre-commercial stage testing based on theirperformance.

-COMPANY shall evaluate the A lines shared annually by UNIVERSITY for sterilityand combining ability. If COMPANY has any further interest in any of the ‘A’ lines, it
shall engage with UNIVERSITY to discuss terms of access of the A/B pair.

-COMPANY shall not seek ownership, patent protection or any other intellectual
property right in respect of UNIVERSITY germplasm, materials and related
information accessed from UNIVERSITY, either in India or elsewhere. The IPR ofmaterial shall be with the UNIVERSITY.

-COMPANY will not exchange or share the UNIVERSITY materials (hybrids, parentallines, germplasm & related information) with any other company/institution.

-COMPANY will not take the material out of the country for any purpose andevaluate/use the material only within the country.

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Mandatory permission from the National Biodiversity Authority (NBA) shall beobtained by the COMPANY, if required, prior to signing MoU with UNIVERSITY.

3. RESPONSIBILITIES OF UNIVERSITY AND COMPANY-

List of mustard hybrids along with quantity of seed provided by UNIVERSITY will beadded in the form of a date-stamped appendix to the agreement every year with thesignatures of representatives of both the parties.

-All the research information shared by UNIVERSITY with COMPANY will remain
intellectual property of UNIVERSITY and will be covered under strict confidentiality
norms, binding to both the parties and their employees. COMPANY will retain
ownership of the data it generates on UNIVERSITY hybrids.

4. Either party shall be entitled to terminate this MOU by serving a notice of 90 (Ninety) daysin advance in writing to the other party. In case of breach of terms by either party, the MOU
shall be terminated within 30 days from the date of receipt of letter in writing from theaffected party. In the event of premature termination of agreement, COMPANY undertakes
to return all the derivative germplasm if the genomic contribution of a UNIVERSITY line isgreater than 3.125%. All the announced genetic stocks (disease resistance, quality, croparchitecture etc), exclusive to UNIVERSITY, will revert back to UNIVERSITY unless aseparate agreement is negotiated for their continued usage by COMPANY.
5. This understanding embodies the entire understanding and obligations of the parties andoverrides/supersedes any prior promises, representations, understandings or implications
made or entered into before the signing of this understanding.
6. The waiver by either party of any breach of any provision hereof shall not be construed to bea waiver of any subsequent breach of such provision or a waiver of the provision itself.
7. Any modification to the terms and conditions can be done with mutual consent of bothparties with a supplementary MOU.
8. ARBITRATION & JURISDICTION-In case of any dispute, the matter would be settled through arbitration by referring toArbitration Committee consisting of 2-members where a member each to be nominatedby the Vice-Chancellor, PAU and chairman of the COMPANY. If the amicablesettlement fails, the said dispute shall be subject to the exclusive jurisdiction of Courts inLudhiana.

IN WITNESS WHEREOF the aforesaid the Parties do hereby put their signatures and executethe Memorandum of Understanding with free and full consent on this day, date and year firstmentioned above.
Signed for and on behalf ofSigned for and on behalf of

Punjab Agricultural University_______________________________________COMPANY

Witnesses:

Witnesses:

1.

1.

2.

2.