Commercial Shipping Invoice - Terms and Conditions
UNIVERSITY OF MASSACHUSETTS CHAN MEDICAL SCHOOL
Commercial Shipping invoice terms and conditions
Materials received from the University of Massachusetts, a not-for-profit, public institution of higher education of the Commonwealth of Massachusetts, established by Chapter 75 of the Massachusetts General Laws, as represented by and solely on behalf of its medical school, the University of Massachusetts Chan Medical School, located at 55 Lake Avenue North, Worcester, Massachusetts, 01655, are subject to the following terms and conditions. By accepting the shipment of goods, the receiving party agrees to the following:
1. Definitions.
1.1. "Development" means any development, invention, improvement, technique, method, conception, idea, technical data or specifications, information, or research result obtained by Recipients as a result of their use of the University Materials. Developments may include, without limitation, New Uses for a University Material; the identity, method of creation, and uses of a Modified Material; and the identity, method of creation, and uses of a New Substance.
1.2. "Modified Materials" means any tangible materials that (i) result from an intentional alteration of the University Materials and (ii) are not routinely produced through use of the University Materials. Modified Materials will usually incorporate the University Materials, in whole or in part.
1.3. "New Substances" means any materials other than University Materials or Modified Materials that are obtained by Recipients as a result of their use of the University Materials.
1.4. "New Uses" means any new uses of University Materials that are discovered by Recipients as a result of their use of the University Materials.
1.5. "University Materials" means the tangible materials provided to Recipients under the terms of this Agreement, as described in Article 2 below, as well as any other materials routinely produced through use of such materials, including, for example, any progeny derived from a cell line, monoclonal antibodies produced by hybridoma cells, DNA or RNA replicated from isolated DNA or RNA, recombinant proteins produced by a recombinant cell line, recombinant proteins produced through use of isolated DNA or RNA, and substances routinely purified from any source material included in the materials (such as recombinant proteins isolated from a cell extract or supernatant by non-proprietary affinity purification methods).
2. Use of University Materials.
2.1. Limited Use Permitted. Recipients agree to use the University Materials only for fundamental research under the direct supervision of the Recipient.
2.2 Return and Destructions of Materials. Upon completion of such research, or sooner at the request of the University, Recipients shall either destroy or return to the University any unused University Materials.
2.3. Compliance with Laws. Recipient will use the University Materials only in compliance with all applicable federal, state, and local laws and regulations, including without limitation any Food & Drug Administration regulations.
2.4. Clinical Research Prohibited. Recipient shall not use the University Materials in any in vivo experiments on human subjects without the prior written consent of University.
2.5. Limited Distribution of Materials. Recipient shall not distribute any University Materials to any third party other than employees of Recipient who are working under the direct supervision of Recipient or who are collaborating with Recipient.
3. Ownership of Rights. Recipients acknowledge and agree that title to any University Materials and intellectual property rights in University Materials shall be owned by University, including Developments. Recipient hereby assigns all right, title, and interest in Developments to the University. The Recipient agrees to execute any and all documents and take any actions necessary and proper to perfect University’s title in said Developments, testify in any proceeding, and aid in enforcing intellectual property rights therein without additional fee.
4. Notification of Improvements. Recipients shall promptly notify University in the event that Investigator discovers any Modified Materials, New Substances, New Uses, or Developments.
5. No License. Nothing in this Agreement shall grant Recipient any license in University-owned intellectual property, including Developments. Any license to University-owned intellectual property, including Developments, will be pursuant to a separate license agreement.
6. Publication Rights. Nothing in this Agreement shall prevent any employee of Recipient from publishing the results of research using the University Materials. As a courtesy, Recipient shall provide University with pre-prints or abstracts of any proposed presentation or paper reasonably prior to publication. In any publication by Recipients, University will be acknowledged as the source of the University Materials and University employees will be given full academic credit for their contributions.
7. Termination. This Agreement shall terminate upon the earlier of the completion of the research described in Section 2.1. or thirty (30) days after University notifies Recipients of such termination. The following provisions shall survive termination of this Agreement: Articles 1, 2, 3, 4, 5, 6, and 7; Section 8.2.
8. Miscellaneous.
8.1. No Warranties. Any University Materials delivered pursuant to this Agreement are understood to be experimental in nature and may have hazardous properties. UNIVERSITY MAKES NO REPRESENTATIONS, AND EXTENDS NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE MATERIALS, AND SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THAT THE USE OF THE MATERIALS WILL NOT INFRINGE ANY PATENT OR OTHER PROPRIETARY RIGHTS OF A THIRD PARTY.
8.2. Indemnification. Recipients assume all liability for damages which may arise from the use, storage, or disposal of the University Materials. Recipient agrees to indemnify, defend, and hold harmless University and its trustees, officers, representatives, employees, and agents against all losses, expenses (including without limitation any legal expenses), claims, demands, suits, or other actions arising from the use, storage, or disposal of the University Materials by the Recipient, except to the extent caused by the recklessness or willful misconduct of University.
9. Choice of Law. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts and any legal action or proceeding concerning the validity, interpretation and enforcement of this Agreement, matters arising out of or related to this Agreement or its making, performance or breach, or related matters will be brought exclusively in the Superior Court of Suffolk County within the Commonwealth of Massachusetts. Nothing within this Agreement shall operate or be interpreted to waive, limit, remove, unapply, or otherwise alter the sovereign immunity and affordances granted to UMass as a sovereign entity of the Commonwealth of Massachusetts.