Research Materials Transfer Agreement

for Your State

This Research Materials Transfer Agreement will effectively transfer your research and know-how to another in order that further research can be done. This agreement sets out the relevant terms including licensing for the research.

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This Research Materials Transfer Agreement effectively transfers an individual's research and know-how to another party for the conduct of further research. This agreement sets out the names of the individual (or company) transferring the materials and the name of the recipient who will conduct further research. It also grants the recipient a non-exclusive license to use the materials for the specific purposes of additional research. It is vital that this agreement be clearly set forth in writing. A written Agreement to Transfer Research Materials will be invaluable in the event of disagreements or misunderstandings regarding the transferred research materials.

This Research Materials Transfer Agreement includes the following:
  • Parties: Sets out the names of the transferor and the recipient of the research;
  • License: Transferor grants the recipient a non-exclusive royalty free license to use the materials for the purpose of performing specific research;
  • Utilization of Materials: Sets forth that the materials may be utilized only by recipient's employees under recipient's direct supervision. It also sets forth that the materials are solely for use by recipient for research purposes;
  • Inventions: Recipient shall be the sole owner of any inventions created with use of the materials;
  • License: Transferor grants the recipient a non-exclusive royalty free license to use the materials for the purpose of performing specific research;
  • Signature: This agreement must be signed by the parties to the agreement as well as any investigator or scientist;
  • Exhibits: This agreement contains an exhibit which sets forth all materials to be transferred and a summary of the research to be conducted.

Protect your rights and your property by purchasing this attorney-prepared form.

This attorney-prepared package includes:
  1. General Information
  2. Instructions and Checklist
  3. Research Materials Transfer Agreement
State Law Compliance: This form complies with the laws of all states
This is the content of the form and is provided for your convenience. It is not necessarily what the actual form looks like and does not include the information, instructions and other materials that come with the form you would purchase. An actual sample can also be viewed by clicking on the "Sample Form" near the top left of this page.
 
 
Agreement to Transfer
Research Materials

 

 
THIS AGREEMENT, dated as of _______________ (the “Effective Date”), is made by and between ___________ (“Transferor”) and ________________ (hereinafter "Recipient").
 
1.   The Transferor desires to provide certain research substances and know-how ("Materials", as further described below) to Recipient and Recipient desires to conduct research using the Materials upon the following terms and conditions:
 
2.   Materials covered by this Agreement include those described in EXHIBIT A and any substance that is replicated or derived there from.  Transferor hereby grants to Recipient a non-exclusive, royalty-free license to use the Materials during the term of this Agreement for the sole purpose of performing the research specified in Exhibit B (the “Research”). The Materials are considered proprietary to Transferor.  Transferor shall be free, in its sole discretion, to distribute the Materials to others and to use the Materials for its own purposes.
 
3.   The Materials may only be utilized for Research only by employees of the Recipient and by persons engaged in performing the Research at Recipient's facility.  Recipient shall not distribute or release the Materials to any person other than laboratory personnel under Recipient's direct supervision.  Recipient may not store or use the Materials at any facility outside the control of Recipient.  Recipient shall ensure that no third party commercial entities will be allowed to take or use these Materials without the prior written consent of the Transferor.
 
4.   This Agreement and the transfer of Materials are for Recipient's use of the Materials solely for Research.  Recipient agrees that nothing herein shall be deemed to grant any right under any patents of the Transferor.  
 
5.   Recipient agrees to use the Materials in compliance with all laws and regulations, including but not limited to current EPA, FDA, USDA, and NIH guidelines.  Recipient may not use the Materials for research or testing in humans or in animals intended for human consumption, may not use the Materials for the commercial provision of services, and may not incorporate the Materials into products for commercial sale. Recipient may not use the Materials for any purpose other than the performance of the Research, and may not expand or modify the scope of the Research as it relates to the Materials without the prior written consent of Transferor.
 
6.   (a)     Recipient shall have no rights in the Materials other than as provided in this Agreement, and at the written request of the Transferor, Recipient will return all unused Materials.  It is understood that any and all proprietary rights, including but not limited to patent rights, trademarks, and proprietary rights, in and to the Materials and replications or derivatives of the Materials shall be and remain in Transferor, subject to the rights granted herein.
 
   (b)   Any inventions created solely by Recipient hereunder shall be owned by Recipient.  Recipient shall own all right, title, and interest in and to (i) any patentable inventions that are made by or on behalf of Recipient in connection with the use of the Materials in the Research (“Inventions”), and (ii) any data, results, know-how, and other intellectual property that are not Inventions and that are generated by or on behalf of Recipient in connection with the use of the Materials in the Research (“Know-How”).  Additionally, Transferor shall have an exclusive option to negotiate for an exclusive commercial license to any such Invention.  Transferor may exercise this option upon written notice to Recipient within ninety (90) days from the date upon which Transferor receives notices of the invention. In the event that Transferor elects to exercise the license option, the parties shall attempt to negotiate in good faith a license agreement containing commercially reasonable terms.
 
7.   Recipient agrees to maintain for 5 years following the receipt of Materials the confidentiality of any proprietary information respecting the Materials that is marked "confidential" or the like, or that is reasonably understood to be of a confidential nature.  Recipient agrees to provide Transferor with a copy of any manuscript or abstract disclosing the research with the Materials, prior to submission thereof to a publisher or to any third party, and in any case, not less than forty-five (45) days prior to any public disclosure, for the purpose of protecting proprietary or intellectual property of Transferor that might be contained in such information.  However, these obligations will not apply to any information that is (a) publicly available or becomes so (other than through the fault of the receiving party), (b) available from a third party without violation of an obligation of nondisclosure to the disclosing party, (c) already known to or is independently developed by the receiving party, in each case to the extent evidenced by written records promptly disclosed to Transferor, or (d) disclosed pursuant to prior written consent of the disclosing party or pursuant to an order of a court or governmental authority.  In the event of any publication or presentation of Recipient's work using the Materials or information supplied by Transferor, Recipient agrees to acknowledge Transferor and/or give credit to Transferors scientists, as scientifically appropriate, based on any contribution they may have made to the work.  Nothing in this Agreement will prevent Recipient from experimenting with, using or commercializing its own or any third party's biological materials.
 
8.   Recipient acknowledges that the Materials are experimental in nature and they are provided WITHOUT WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER WARRANTY, EXPRESS OR IMPLIED.  TRANSFEROR MAKES NO REPRESENTATION OR WARRANTY THAT THE USE OF THE MATERIALS WILL NOT INFRINGE ANY PATENT OR OTHER PROPRIETARY RIGHTS.
 
9.   In no event shall Transferor be liable for any use by Recipient of the Materials.  Recipient agrees to defend, indemnify, and hold harmless Transferor, its Trustees, officers, employees, faculty, students, and agents from any loss, claim, injury, damage, expense or liability (including attorney's fees), of whatsoever kind or nature, which may arise from or in connection with this Agreement, including but not limited to Recipient's conduct of the Research or Recipients use, handling or storage of the Materials provided, however, that to the extent that any such claim (a) is a direct result of any negligence or willful misconduct of Transferor or one of its officers, directors, employees, or agents, or (b) relates to the infringement or violation of any patent, copyright, or other proprietary right of a third party, Recipient shall have no such obligation.
 
10.   Except as expressly stated herein, neither party shall use the name, logo or trademark of the other party, or its employees, in any press release, publicity, or advertising without the prior written approval of the other party, except as required by applicable law.
 
11.   Recipient shall report to Transferor at least annually on Recipient's work utilizing the Materials.
 
12.   Either party may terminate this Agreement (a) in its sole discretion upon thirty (30) days written notice to the other party, or (b) for a material breach of this Agreement by the other party, upon written notice to the other party.
 
13.   Upon termination or expiration of this Agreement, Recipient shall, at Transferors request and expense, return to Transferor within thirty (30) days any remaining Materials and any copies of Confidential Information of Transferor that are in the possession or under the control of Recipient; provided, however, that Recipient may retain an archival copy of such Confidential Information for its legal files.
 
14.   Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign this Agreement to an affiliate or in connection with a merger or sale of all or substantially all of its assets. Any party making an assignment pursuant to this Section (other than to an affiliate) shall provide prompt written notification to the other party. An assignee shall assume all of the obligations of the assignor under this Agreement.  This Agreement is the final, exclusive and entire agreement between the parties relating to its subject matter, and may be changed only by the parties' signed agreement.  If any provision is determined to be invalid, illegal or unenforceable, that provision will be deemed amended or stricken (as appropriate) so as to be valid, legal and enforceable.  Noncompliance by a party with this Agreement due to any cause beyond the reasonable control of the party, such as war, civil commotion, destruction of production facilities and materials, fire, flood, earthquake or storm, labor disturbances, shortage of materials, failure of public utilities or common carriers (each, an event of “Force Majeure”), shall not constitute a breach of this Agreement. That party shall be excused from performance under this Agreement to the extent and for the duration of such event of Force Majeure, provided, however, that it first notifies the other party in writing thereof and that it uses reasonable efforts to cause such event of Force Majeure to abate. This Agreement will be governed by the laws of_____________________, without giving effect to conflict of law provisions. This Agreement is for the sole benefit of the parties and does not confer any rights on any third party. This Agreement may be executed in two (2) or more counterparts, each of which is deemed an original, but all of which together constitutes one instrument.
 
IN WITNESS WHEREOF the parties have executed this Agreement as of the Effective Date.
 
By:______________________________      By:_____________________________
Name:____________________________      Name:___________________________
Title:_____________________________      Title: ____________________________
Date:_____________________________      Date:_____________________________
 
READ & ACKNOWLEDGED BY:         READ & ACKNOWLEDGED BY:
 
_______________________________                   ________________________________
Investigator                  Recipient Scientist (if applicable)
 
 
EXHIBIT A
 
MATERIALS
 
 
 
 
 
EXHIBIT B
 
SUMMARY OF RESEARCH:
 
 
 
 
Number of Pages9
DimensionsDesigned for Letter Size (8.5" x 11")
EditableYes (.doc, .wpd and .rtf)
UsageUnlimited number of prints
Product number#43621
This is the content of the form and is provided for your convenience. It is not necessarily what the actual form looks like and does not include the information, instructions and other materials that come with the form you would purchase. An actual sample can also be viewed by clicking on the "Sample Form" near the top left of this page.
 
 
Agreement to Transfer
Research Materials

 

 
THIS AGREEMENT, dated as of _______________ (the “Effective Date”), is made by and between ___________ (“Transferor”) and ________________ (hereinafter "Recipient").
 
1.   The Transferor desires to provide certain research substances and know-how ("Materials", as further described below) to Recipient and Recipient desires to conduct research using the Materials upon the following terms and conditions:
 
2.   Materials covered by this Agreement include those described in EXHIBIT A and any substance that is replicated or derived there from.  Transferor hereby grants to Recipient a non-exclusive, royalty-free license to use the Materials during the term of this Agreement for the sole purpose of performing the research specified in Exhibit B (the “Research”). The Materials are considered proprietary to Transferor.  Transferor shall be free, in its sole discretion, to distribute the Materials to others and to use the Materials for its own purposes.
 
3.   The Materials may only be utilized for Research only by employees of the Recipient and by persons engaged in performing the Research at Recipient's facility.  Recipient shall not distribute or release the Materials to any person other than laboratory personnel under Recipient's direct supervision.  Recipient may not store or use the Materials at any facility outside the control of Recipient.  Recipient shall ensure that no third party commercial entities will be allowed to take or use these Materials without the prior written consent of the Transferor.
 
4.   This Agreement and the transfer of Materials are for Recipient's use of the Materials solely for Research.  Recipient agrees that nothing herein shall be deemed to grant any right under any patents of the Transferor.  
 
5.   Recipient agrees to use the Materials in compliance with all laws and regulations, including but not limited to current EPA, FDA, USDA, and NIH guidelines.  Recipient may not use the Materials for research or testing in humans or in animals intended for human consumption, may not use the Materials for the commercial provision of services, and may not incorporate the Materials into products for commercial sale. Recipient may not use the Materials for any purpose other than the performance of the Research, and may not expand or modify the scope of the Research as it relates to the Materials without the prior written consent of Transferor.
 
6.   (a)     Recipient shall have no rights in the Materials other than as provided in this Agreement, and at the written request of the Transferor, Recipient will return all unused Materials.  It is understood that any and all proprietary rights, including but not limited to patent rights, trademarks, and proprietary rights, in and to the Materials and replications or derivatives of the Materials shall be and remain in Transferor, subject to the rights granted herein.
 
   (b)   Any inventions created solely by Recipient hereunder shall be owned by Recipient.  Recipient shall own all right, title, and interest in and to (i) any patentable inventions that are made by or on behalf of Recipient in connection with the use of the Materials in the Research (“Inventions”), and (ii) any data, results, know-how, and other intellectual property that are not Inventions and that are generated by or on behalf of Recipient in connection with the use of the Materials in the Research (“Know-How”).  Additionally, Transferor shall have an exclusive option to negotiate for an exclusive commercial license to any such Invention.  Transferor may exercise this option upon written notice to Recipient within ninety (90) days from the date upon which Transferor receives notices of the invention. In the event that Transferor elects to exercise the license option, the parties shall attempt to negotiate in good faith a license agreement containing commercially reasonable terms.
 
7.   Recipient agrees to maintain for 5 years following the receipt of Materials the confidentiality of any proprietary information respecting the Materials that is marked "confidential" or the like, or that is reasonably understood to be of a confidential nature.  Recipient agrees to provide Transferor with a copy of any manuscript or abstract disclosing the research with the Materials, prior to submission thereof to a publisher or to any third party, and in any case, not less than forty-five (45) days prior to any public disclosure, for the purpose of protecting proprietary or intellectual property of Transferor that might be contained in such information.  However, these obligations will not apply to any information that is (a) publicly available or becomes so (other than through the fault of the receiving party), (b) available from a third party without violation of an obligation of nondisclosure to the disclosing party, (c) already known to or is independently developed by the receiving party, in each case to the extent evidenced by written records promptly disclosed to Transferor, or (d) disclosed pursuant to prior written consent of the disclosing party or pursuant to an order of a court or governmental authority.  In the event of any publication or presentation of Recipient's work using the Materials or information supplied by Transferor, Recipient agrees to acknowledge Transferor and/or give credit to Transferors scientists, as scientifically appropriate, based on any contribution they may have made to the work.  Nothing in this Agreement will prevent Recipient from experimenting with, using or commercializing its own or any third party's biological materials.
 
8.   Recipient acknowledges that the Materials are experimental in nature and they are provided WITHOUT WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER WARRANTY, EXPRESS OR IMPLIED.  TRANSFEROR MAKES NO REPRESENTATION OR WARRANTY THAT THE USE OF THE MATERIALS WILL NOT INFRINGE ANY PATENT OR OTHER PROPRIETARY RIGHTS.
 
9.   In no event shall Transferor be liable for any use by Recipient of the Materials.  Recipient agrees to defend, indemnify, and hold harmless Transferor, its Trustees, officers, employees, faculty, students, and agents from any loss, claim, injury, damage, expense or liability (including attorney's fees), of whatsoever kind or nature, which may arise from or in connection with this Agreement, including but not limited to Recipient's conduct of the Research or Recipients use, handling or storage of the Materials provided, however, that to the extent that any such claim (a) is a direct result of any negligence or willful misconduct of Transferor or one of its officers, directors, employees, or agents, or (b) relates to the infringement or violation of any patent, copyright, or other proprietary right of a third party, Recipient shall have no such obligation.
 
10.   Except as expressly stated herein, neither party shall use the name, logo or trademark of the other party, or its employees, in any press release, publicity, or advertising without the prior written approval of the other party, except as required by applicable law.
 
11.   Recipient shall report to Transferor at least annually on Recipient's work utilizing the Materials.
 
12.   Either party may terminate this Agreement (a) in its sole discretion upon thirty (30) days written notice to the other party, or (b) for a material breach of this Agreement by the other party, upon written notice to the other party.
 
13.   Upon termination or expiration of this Agreement, Recipient shall, at Transferors request and expense, return to Transferor within thirty (30) days any remaining Materials and any copies of Confidential Information of Transferor that are in the possession or under the control of Recipient; provided, however, that Recipient may retain an archival copy of such Confidential Information for its legal files.
 
14.   Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign this Agreement to an affiliate or in connection with a merger or sale of all or substantially all of its assets. Any party making an assignment pursuant to this Section (other than to an affiliate) shall provide prompt written notification to the other party. An assignee shall assume all of the obligations of the assignor under this Agreement.  This Agreement is the final, exclusive and entire agreement between the parties relating to its subject matter, and may be changed only by the parties' signed agreement.  If any provision is determined to be invalid, illegal or unenforceable, that provision will be deemed amended or stricken (as appropriate) so as to be valid, legal and enforceable.  Noncompliance by a party with this Agreement due to any cause beyond the reasonable control of the party, such as war, civil commotion, destruction of production facilities and materials, fire, flood, earthquake or storm, labor disturbances, shortage of materials, failure of public utilities or common carriers (each, an event of “Force Majeure”), shall not constitute a breach of this Agreement. That party shall be excused from performance under this Agreement to the extent and for the duration of such event of Force Majeure, provided, however, that it first notifies the other party in writing thereof and that it uses reasonable efforts to cause such event of Force Majeure to abate. This Agreement will be governed by the laws of_____________________, without giving effect to conflict of law provisions. This Agreement is for the sole benefit of the parties and does not confer any rights on any third party. This Agreement may be executed in two (2) or more counterparts, each of which is deemed an original, but all of which together constitutes one instrument.
 
IN WITNESS WHEREOF the parties have executed this Agreement as of the Effective Date.
 
By:______________________________      By:_____________________________
Name:____________________________      Name:___________________________
Title:_____________________________      Title: ____________________________
Date:_____________________________      Date:_____________________________
 
READ & ACKNOWLEDGED BY:         READ & ACKNOWLEDGED BY:
 
_______________________________                   ________________________________
Investigator                  Recipient Scientist (if applicable)
 
 
EXHIBIT A
 
MATERIALS
 
 
 
 
 
EXHIBIT B
 
SUMMARY OF RESEARCH:
 
 
 
 

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