Research Model License Agreement
This Agreement shall be immediately effective upon Adding to Cart. By Adding to Cart, you are agreeing to the Conditions of Use Agreement (the "Agreement") and acknowledge that you have read and understand the Agreement and that the Agreement, together with your online order of Research Models, constitutes a legal, binding and enforceable agreement of the parties. The individual placing this order further represents that he/she is authorized to accept the Agreement on behalf of the company or organization identified in the billing and/or shipping field completed upon checkout.
CONDITIONS OF USE FOR RESEARCH MODELS
THIS CONDITIONS OF USE AGREEMENT (“AGREEMENT”) CONSTITUTES A LEGAL AND BINDING AGREEMENT REGARDING THE RESEARCH MODELS IDENTIFIED ON THE ORDER FORM TO WHICH THIS AGREEMENT IS ATTACHED. YOU SIGNIFY YOUR ACCEPTANCE AND ACKNOWLEDGMENT THAT YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT BY SUBMITTING AN ORDER FORM THAT INCORPORATES THIS AGREEMENT BY REFERENCE. IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT USE THE RESEARCH MODELS.
- Parties. The parties to this Agreement are Innovative Research, Inc. (“Company”) as authorized exclusive distributor of Licensor's licensed product ("Licensor"), and the party submitting a Order to Company and entering into this Agreement (“Licensee”).
- Definitions. The following words and terms shall have the meanings set forth in this Section 2. All other capitalized terms shall have the meanings set forth in the Sections defining such term.
- “Intellectual Property” shall mean intellectual property rights of any nature, including patents and patentable subject matter, copyrights, mask works, trademarks, service marks, trade dress, logos, trade names, and all good will associated with the foregoing in all embodiments and formats and all rights to protection of the interests therein under the laws of all jurisdictions.
- “Progeny” means successive generations of the Research Models that are produced, developed or derived by Licensee from the Research Models whether by breeding, rederivation or other means.
- “Research Models” means the animals identified on the Purchase Order and any Progeny.
- "Contract Service Provider" means a third-party provider contracted by Licensee to provide internal research services on Licensee's behalf.
- “Order” means the Order (submitted by online checkout or otherwise submitted to Company by Licensee) between Licensee and Company to which this Subscription and Support Agreement is attached.
- “Subscription Year” means each consecutive 12-month period during the Term commencing on the initial Subscription Order commencement date.
- “Term” means period set forth in the Order.
- Conditions of Use.
- Ownership of Research Models. Licensee acknowledges that all Research Models are owned by Licensor and are licensed to Licensee for internal research use only, including research directed toward the discovery, identification, selection and characterization of human therapeutic products. The parties acknowledge that Research Models may be euthanized, destroyed or disposed of following their research use. Client shall maintain a record of the location and number of all Research Models, including a record of Research Models destroyed or disposed of by Licensee which record will be provided to Company on request.
- Limited License. Licensor via Company hereby grants to Licensee as a non-exclusive, non-transferable, non-assignable license to use and access the Research Models, including the right to destroy and dispose of the Research Models upon conclusion of their use in research. The rights granted herein are personal to Licensee and Licensee may not sublicense or grant third parties the right to use or access the Research Models with the solitary exception of a Contract Service Provider. Licensee may not (a) assign or transfer the Research Models to any third party; (b) use the Research Models for the production, manufacture or exploitation of any products for commercial purposes; or (c) use the Research Models to perform services for any third party. Licensee shall use the Research Models in compliance with all applicable laws and regulations, including without limitation, applicable animal welfare laws and regulations.
- Contract Service Provider. The use of Research Models and any derived materials thereof is permitted for a Contract Service Provider solely for the internal research purposes of Licensee, where agreement between Licensee and Contract Service Provider (a) assigns exclusively to Licensee any and all rights to all data and information generated or developed and all discoveries and inventions made (including, without limitation, all patent and other intellectual property rights therein) by the Contract Service Provider through use of the Research Models and any derived materials thereof; (b) prohibits the sale or transfer of Research Models and any derived materials thereof by Contract Service Provider to any third party; and (c) obligates Contract Service Provider to return or destroy Research Models and any derived materials thereof upon the completion of services for Licensee.
- Limitations of Use. Research Models and any biological materials derived thereof will not be sold by Licensee to third parties or be used for commercial purposes without express written consent from Company, with the solitary exception of further development of the biological materials by Licensee with the intent to develop and/or make commercially available human therapeutics based on the biological material, which is hereby permitted.
- Breeding and Cross-Breeding. The Research Models will not be used to produce Progeny, and as such, will not be bred or cross-bred by Licensee unless a breeding license has been legally executed.
- Reservation of Rights. All Research Models are owned by Licensor and subject to the limited license rights expressly granted hereunder. Licensor reserves all rights, title and interest in and to the Research Models and all related Intellectual Property Rights.
- Licensee shall pay to Company all fees set forth on the Order. Except for fees payable in advance, all invoices shall be due and payable within thirty (30) days of receipt by Licensee.
- All late payments shall bear interest at a rate of one and one-half (1.5%) percent per month or such lower rate as is permitted by applicable law.
- Warranty Disclaimers and Liability Limitations. ALL RESEARCH MODELS ARE PROVIDED “AS IS” WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND AND COMPANY DISCLAIMS ALL WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. COMPANY AND COMPANY’S VENDORS AND LICENSORS SHALL IN NO EVENT HAVE ANY LIABILITY FOR LOST PROFITS, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH THIS AGREEMENT. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, IN NO EVENT SHALL COMPANY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE AMOUNT PAID BY LICENSEE TO COMPANY DURING THE SIX (6) MONTH PERIOD PRECEDING THE INCIDENT GIVING RISE TO THE CLAIM.
- Indemnification by Licensee. Licensee will defend, indemnify, and hold harmless Licensor and/or Company from and against any and all claims, actions, causes of action, damages, liabilities, obligations, judgments, settlements, costs and expenses, including reasonable attorneys’ fees, arising out of or related to (a) any breach, or a claim that, if true, would be a breach by Licensee of any of its obligations, covenants, representations or warranties contained in this Agreement; (b) any unauthorized use of the Research Models or Progeny, including unauthorized sale, assignment or transfer of the Research Model or Progeny to a third party; or (c) any of Licensee’s failure to comply with applicable laws regarding use and access of the Research Models and Progeny.
- Term and Termination
- Term. The Term of this Agreement shall be as set forth in the Order. This Agreement will successively renew for additional one (1) year periods (each a “Subscription Year”) unless a notice of termination is provided at least ninety (90) days prior to the expiration of the then current Term.
- Upon Default. Either party may terminate this Agreement upon the occurrence of a material breach by the other party, which material breach has not been cured within thirty (30) days [ten (10) days in the case of nonpayment] after receipt of written notice thereof.
- Bankruptcy or Insolvency. If either Party becomes insolvent or bankrupt, assigns all or a substantial part of its business or assets for the benefit of creditors, permits the appointment of a receiver for its business or assets, becomes subject to any legal proceeding relating to insolvency or the protection of creditors’ rights or otherwise ceases to conduct business in the normal course, then the other party may terminate this Agreement immediately.
- Effect of Termination. In the event this Agreement terminates, Licensee shall return or destroy (and certify such destruction to Company), all Research Models and any biological materials derived thereof in Licensee’s possession or control. Licensee shall remain liable for all amounts due and owing to Licensor through the effective date of termination.
- Notices. All notices, requests, consents and other communications, required or permitted to be given under this Agreement, shall be personally delivered in writing or shall have been deemed duly given after having been posted in the United States mail, postage prepaid, registered or certified, return receipt requested, and addressed as set forth in the Order.
- Governing Law. This Agreement and the legal relations between the parties arising hereunder shall be governed by and interpreted in accordance with the laws of the State of Michigan. The parties irrevocably consent to exclusive jurisdiction and venue in Oakland County, Michigan for all disputes arising under this Agreement.
- Entire Agreement; Amendment. The Order and this Agreement contains the entire agreement of the parties with respect to the subject matter hereof; all previous agreements and discussions relating to the same or similar subject matter being merged herein. This Agreement may not be changed, amended, modified, terminated or waived including specifically the provisions of this Section except by a writing signed by both parties hereto.
- Severability. In the case any one or more of the provisions contained in this Agreement shall for any reason to be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement and such invalid, illegal and unenforceable provision shall be reformed and construed so that it will be valid, legal, and enforceable to the maximum extent permitted by law.
- Counterparts. This Agreement may be executed in any number of counterparts, each of which may be executed by less than all parties hereto, each of which shall be enforceable against the parties actually executing such counterparts, and all of which together shall constitute one instrument.
- Successors and Assigns. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and permitted assigns of the parties and their transferees, if any. Licensee may not assign this Agreement or its rights hereunder, directly or indirectly, without the express written consent of Company which consent may be withheld in Company’s sole discretion. A change of beneficial ownership or control of Licensee shall be an assignment for purposes of this Section.