Simple Letter Agreement for the Transfer of Materials

The University of Vermont and State Agricultural College Material Transfer Agreement In response to a request by RECIPIENT SCIENTIST(s) of RECIPIENT INSTITUTION (together “RECIPIENT”) for the [insert description] (together with any unmodified derivatives or progeny “MATERIAL”), UVM SCIENTIST and the University of Vermont and State Agricultural College (“UVM”) require the following agreement to be signed before delivery of the MATERIAL. 1. The MATERIAL is the property of UVM and is made available as a service to the not-for-profit research community. 2. The MATERIAL is for use in laboratory animals or in in vitro experiments only. THIS MATERIAL IS NOT FOR USE IN HUMAN SUBJECTS. 3. The MATERIAL will be used for teaching and/or academic research purposes only. 4. The MATERIAL will be used only at the RECIPIENT INSITUTION and only by scientists and individuals affiliated with and working within the RECIPIENT INSTITUTION under the supervision of RECIPIENT SCIENTIST. 5. The RECIPIENT shall refer any request from a third party for the MATERIAL to UVM. To the extent supplies are available, UVM or the UVM SCIENTIST agree to make the MATERIAL available, under a separate Material Transfer Agreement to other not-for-profit institutions for teaching or academic research purposes only. Should any unauthorized persons or organizations obtain this MATERIAL from the RECIPIENT, the RECIPIENT agrees to advise UVM immediately and to take reasonable steps to assist UVM as may be necessary to recover possession of the MATERIAL. 6. The RECIPIENT agrees to acknowledge the source of the MATERIAL in any publications reporting use of it and provide UVM SCIENTIST copies of any such publications. This Agreement shall not be interpreted to prevent or delay publication of research findings resulting from the use of the MATERIAL. 7. Any MATERIAL delivered pursuant to this Agreement is subject to the approval of UVM’s Institutional Review Board (IRB) and no patient identifiers will be provided with samples. 8. The MATERIAL is understood to be experimental in nature and may have hazardous properties, including, but not limited to, unknown characteristics and infectious agents. RECIPIENT agrees that it has the knowledge and ability to safely handle any MATERIAL supplied to it and agrees to use prudence and care in the handling, storage, transportation, containment and disposal of the MATERIAL and all derivatives thereof. All costs and expenses associated with such protective measures will be borne by RECIPIENT. 9. UVM MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED WITH RESPECT TO THE MATERIAL OR ITS USE. THERE ARE NO EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THAT THE USE OF THE MATERIAL WILL NOT INFRINGE ANY PATENT, COPYRIGHT, TRADEMARK, OR OTHER PROPRIETARY RIGHTS. RECIPIENT assumes all liability for claims for damages against it by third parties which may arise from the RECIPIENT’s use, storage or disposal of the MATERIAL. 10. The RECIPIENT agrees to use the MATERIAL in compliance with all applicable statutes and regulations. 12. The transfer of this MATERIAL grants to RECIPIENT no rights in any UVM patents or other UVM intellectual property and no rights in the MATERIAL other than those specifically set forth in this Agreement. RECIPIENT will, at the request of UVM, return or destroy all unused MATERIAL. 13. The MATERIAL is provided at no cost, or with an optional transmittal fee solely to reimburse UVM for any preparation and distribution costs. If a fee is requested, the amount will be indicated here: [insert fee]. IN WITNESS WHEREOF, duly authorized representatives of the parties have signed and agreed to this Agreement The University of Vermont and State Agricultural College

Signature: Date: Jennifer Gagnon, Assoc.VP for Research Administration (OR Corine Farewell, Director, Office of Technology Commercialization) Sponsored Project Administration University of Vermont 85 South Prospect Street, 217 Waterman Burlington, VT 05405

<< Name of RECIPIENT INSTITUTION >> - RECIPIENT INSTITUTION Signature: Date: Address:

Acknowledged and Agreed:

UVM SCIENTIST > Signature: Date:

RECIPIENT SCIENTIST Signature: Date: