08SBS C. elegans ORF MTA
AGREEMENT CONCERNING USE AND DISTRIBUTION OF THE CLONES
Source BioScience UK Limited, 1 Orchard Place, Nottingham
Business Park, Nottingham NG8 6PX UK ("DISTRIBUTOR") is providing
You with CLONES (as defined herein) in order to advance the public
interest and to advance the objectives of the Dana Farber Cancer
Institute, Inc (the "ORIGINATOR") who is the originator of this
resource.
By purchasing and/or using the CLONES You hereby agree to the
following terms.
1. In this Agreement
the following words shall have the following meanings:
"CLONES"
means the C. elegans Open Reading Frame bacterial clones
developed by the ORIGINATOR and provided to You by DISTRIBUTOR.
"STOCK"
means any comparable bacterial stock derived from the CLONES
2. Delivery of and
payment for all supplies of the CLONES made pursuant to this
Agreement shall be subject to DISTRIBUTOR's standard terms and
conditions of sale (from time to time), a copy of which is appended
hereto. To the extent that any provision of DISTRIBUTOR's
standard terms and conditions of sale is inconsistent with any
provision of this Agreement, the terms of this Agreement shall
prevail.
3. Further
copies of DISTRIBUTOR's standard terms and conditions may be viewed
and downloaded from http://www.hgmp.mrc.ac.uk/About/Registration/terms.html
4. You undertake to
use the CLONES in compliance with all applicable laws, governmental
regulations and guidelines pertaining to research with humans, or
animals, or with recombinant DNA.
5. YOU ACKNOWLEDGE
THAT THIS MATERIAL IS NOT FOR USE IN HUMAN SUBJECTS AND YOU
UNDERTAKE THAT IT WILL NOT BE USED IN RELATION TO SUCH
SUBJECTS.
6. You agree that the
Clones are provided solely for Your own use. Subject to the terms
of this Agreement, You may use the CLONES for Your own commercial
and/or non-commercial purposes save always that under no
circumstances shall You sell, redistribute or transfer any
CLONES or STOCK to any third party.
7. You agree to
publish the results of any research involving the CLONES as soon as
is reasonably practicable and to acknowledge the ORIGINATOR with a
reference in the publication describing the original generation of
the resource. You will include the unique and specific identifier
of each arrayed CLONE (which was initially assigned by the
ORIGINATOR, and accompanies the CLONES provided by DISTRIBUTOR) in
data pertaining to the CLONES submitted to public databases and in
resulting publications. This nomenclature consists of the term
"CloneID".
8. You agree that the
CLONES are experimental in nature and are provided without warranty
of suitability, merchantability or fitness or fitness for a
particular purpose or any other warranty, express or implied. The
CLONES are provided without representation or warranty that the use
of the CLONES will not infringe any patent or other proprietary
right of a third party.
9. You agree
that the ORIGINATOR and DISTRIBUTORS's total liability in contract,
tort (including negligence or breach of statutory duty),
misrepresentation or otherwise, arising in connection with the
CLONES shall be limited to the price which You have paid to
purchase the CLONES (save always that neither the ORIGINATOR or
DISTRIBUTOR is seeking to exclude liability for loss arising from
death or personal injury caused by negligence or for fraudulent
misrepresentation).
10. You acknowledge that
the price of the CLONES reflects the level of risk being accepted
by DISTRIBUTOR and the ORIGINATOR. You should consider seeking
insurance in relation to any risk not accepted by DISTRIBUTOR
and/or the ORIGINATOR under this Agreement in relation to Your use
of the CLONES.
11. You agree to hold
harmless and indemnify the ORIGINATOR and DISTRIBUTOR, and persons
acting on their behalf, for any claims, losses, damages or expenses
related to Your possession, use, storage and/or disposal of the
CLONES.
12. The ORIGINATOR may
enforce the terms of Clauses 8, 9 and 11 of this Agreement subject
to and in accordance with the provisions of the Contracts (Rights
of Third Parties) Act 1999.
13. Except as provided in
Clause 12 no term of this Agreement shall be enforceable under the
Contracts (Rights of Third Parties) Act 1999 by any person other
than YOU and DISTRIBUTOR.
14. The provisions of this
Agreement are severable, and the unenforceability of any provision
of this Agreement shall not affect the enforceability of the
remainder of the Agreement. Both You and DISTRIBUTOR
acknowledge that it is your intention that if any provision of this
Agreement is determined by a court to be unenforceable as drafted,
that provision should be construed in a manner designed to
effectuate the purpose of that provision to the greatest extent
possible under applicable law.
15. Any disputes arising under or in any way connected with the
subject matter of this Agreement (whether of a contractual or
tortious nature or otherwise) shall be governed by and construed in
all respects in accordance with the laws of England and that You
hereby agree to submit to the exclusive jurisdiction of the English
courts.