Agreement dated and effective
corporation located at ,
and Marquette University ("MU"), a Wisconsin nonprofit,
nonstock corporation located 1324 W. Wisconsin Avenue, Suite 341,
Milwaukee, WI 53233.
materials identified below, which include any know-how or data
provided by MU, (the "Materials"), have resulted from the
research efforts of _________________________, a professor at MU,
working either alone or together with other researchers at MU
(hereafter "MU Professor"). MU holds a proprietary
interest relating to the Materials by assignment. The Materials are
identified as follows:
to the full execution of this agreement, MU will provide to
Transferee a sample of the Materials. Transferee agrees to receive
the Materials subject to the following terms and conditions:
shall receive and use the Materials solely to evaluate the Materials
to determine if Transferee desires to license the Materials from MU
for commercial purposes. Transferee shall use the Materials in
compliance with any and all applicable governmental rules and
regulations relating to the handling or use of such Materials, shall
not use the Materials in humans, and shall not analyze the Materials
for any purpose not expressly set forth in this agreement.
agrees to cease use of all the Materials and any "Derivative
days from the effective date first set forth above, at which time all
the Materials and Derivative Materials shall be entirely destroyed.
Derivative Materials as used in this Agreement shall mean any other
materials or products that are derived from, are produced by use of,
or that wholly or partially incorporate the Materials. Transferee
agrees that information received from MU relating to the Materials
(the "Information") will not be used by Transferee or its
employees or agents as the basis for any patent application
disclosing or claiming any of the same without MU's prior written
Information and Materials supplied by MU shall be deemed to belong to
MU and to have been disclosed or provided to Transferee in
confidence. Except as may be authorized in advance in writing by MU,
Transferee shall retain all Materials in its secure possession and
will not transfer possession of the Materials or Derivative Materials
or any results of any study of the Materials ("Results") to
anyone outside Transferee or its affiliates for any purpose.
Transferee agrees to exert its best efforts to preserve the
confidential status of the Materials, Information and Results
following procedures with regard thereto at least as stringent as it
follows with respect to its own proprietary information. These
confidentiality obligations shall not apply to any information that:
known to Transferee prior to the receipt of the Materials or
Information or that is developed independently of the Materials and
known to the public not as a result of any action or inaction by
acquires from a third party who has the right to disclose to
respect to Information and results other than the Materials, five
(5) years have elapsed from the later of the effective date of this
Agreement or the disclosure of the Information to Transferee.
of the Materials or Derivative Materials will be manufactured by or
for Transferee in commercially significant quantities or offered for
sale to others without a license to do so from MU. It is understood
that under this Agreement, no implied or express license is granted
by MU to Transferee for any of the Materials or Information.
acknowledges and agrees that the Materials are experimental and are
supplied to Transferee WITHOUT ANY WARRANTIES, EXPRESS OR IMPLIED,
INCLUDING ANY WARRANTY OF TITLE, MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE OR ANY WARRANTIES REGARDING INFRINGEMENT OF THIRD
PARTY RIGHTS. Transferee agrees to rely solely upon its own opinion
of the Materials with regard to their safety and suitability for any
purpose. MU makes no representations that the use of the Materials
will not infringe any patent or proprietary rights of third parties.
agrees to waive all claims against MU and to defend and indemnify MU
and its employees or agents from all claims asserted by any third
party and any damages and recoveries resulting therefrom arising from
the use, storage, or handling of the Materials by or caused or
allowed by Transferee.
Agreement is nonassignable, is governed by the laws of the United
States of America and the State of Wisconsin, and may be amended only
with the mutual written consent of both parties.
agreement between the parties shall exist unless the duly authorized
representatives of Transferee and MU have signed this document within
thirty (30) days of the effective date written on the first page of
Recipient will pay the following fee to reimburse MU for preparation
and distribution costs. The fee is:
shall be made to the following address within 30 days of the
effective date of this Agreement:
MTA Tracking Number ___________
of the Comptroller
executed original of this Agreement may be delivered by facsimile,
which shall be binding as an original.
parties have indicated their acceptance of the terms of this
Agreement by the signatures set forth below on the dates indicated.
Each individual signing for a corporate entity hereby personally
warrants his or her legal authority to bind that entity.