Free Material Transfer Agreement

I. Parties

This Material Transfer Agreement ("Agreement") is entered into as of [Date], ("Effective Date") by and between:

Provider:

[Your Name]

[Your Company Address]

[Country]

("Provider")

Recipient:

[Recipient's Name]

[Recipient's Address]

[City, State, Zip Code]

[Country]

("Recipient")

Hereinafter collectively referred to as the ("Parties") and individually as a ("Party").

II. Background

The provider, who has particular tangible research materials, referred to in this context as ("Materials"), has expressed a desire to transfer these research materials to a recipient. The intended aim of this transfer is so the recipient can carry out a specific type of scientific investigation procedure known as genetic sequencing analysis, hereafter referred to as the ("Purpose").

The individual or party, herein known as the recipient, expresses their desire to obtain the Materials. These desired Materials are to be received from the aforementioned provider and are intended for a specified purpose. The receipt and usage of these Materials by the recipient is contingent on the terms and conditions laid out in this Agreement, which the recipient must adhere to.

III. Transfer of Materials

III.I Description of Materials: Provider agrees to transfer to Recipient, and Recipient agrees to accept, the Materials described in Exhibit A attached hereto and incorporated herein by reference.

III.II Delivery: Provider shall use reasonable efforts to deliver the Materials to Recipient at the address specified in Section I promptly after the Effective Date. Any delay in delivery shall be communicated promptly by the Provider to the Recipient.

III.III Title and Risk of Loss: Title to and risk of loss of the Materials shall transfer to Recipient upon delivery of the Materials to the carrier for shipment. Recipient shall bear all risk of loss or damage to the Materials during transit.

IV. Use of Materials

IV.I Permitted Use: Recipient agrees to use the Materials solely for the Purpose as described in Section II above and for no other purpose without the prior written consent of Provider.

IV.II Restrictions:

Recipient shall not:

a. Transfer, sell, lease, license, or otherwise dispose of the Materials to any third party without the prior written consent of Provider;

b. Reverse engineer, decompile, disassemble, or modify the Materials in any way; c. Use the Materials for any unlawful purpose or in any manner that infringes upon the intellectual property rights of Provider or any third party.

IV.III Ownership of Results: Any results, data, or intellectual property arising from the use of the Materials by Recipient shall be owned by Recipient, subject to any underlying intellectual property rights of Provider in the Materials.

V. Intellectual Property

V.I Ownership: Provider retains all rights, titles, and interest in and to the Materials, including any intellectual property rights therein.

V.II License: Provider grants Recipient a non-exclusive, non-transferable license to use the Materials solely for the Purpose as outlined in this Agreement.

V.III Reservation of Rights: Nothing in this Agreement shall be construed as granting Recipient any rights, by license or otherwise, to any patents, copyrights, trademarks, or other intellectual property rights owned or controlled by Provider, except as expressly provided herein.

VI. Confidentiality

VI.I Confidential Information: Recipient agrees to maintain the confidentiality of any confidential information disclosed by Provider in connection with the Materials ("Confidential Information").

VI.II Use of Confidential Information: Recipient shall use Confidential Information solely for the Purpose and shall not disclose Confidential Information to any third party without the prior written consent of Provider.

VI.III Exceptions: The obligations of confidentiality outlined in this Section shall not apply to any information that:

a. Is or becomes publicly available through no fault of Recipient;

b. Was rightfully in the possession of Recipient before its disclosure by Provider; c. Is independently developed by the Recipient without reference to the Confidential Information.

VII. Representations and Warranties

VII.I Provider's Representations: Provider represents and warrants that:

a. Provider has the right to transfer the Materials to Recipient as provided herein; b. The Materials are free from any liens, encumbrances, or restrictions on transfer.

VII.II Recipient's Representations: Recipient represents and warrants that:

a. Recipient shall use the Materials only for the Purpose as outlined in this Agreement;

b. Recipient shall comply with all applicable laws and regulations in connection with its use of the Materials.

VIII. Indemnification

Recipient agrees to indemnify, defend, and hold harmless Provider, its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or related to Recipient's use of the Materials in breach of this Agreement.

IX. Term and Termination

IX.I Term: This Agreement shall commence on the Effective Date and shall continue until the completion of the Purpose or until earlier terminated as provided herein.

IX.II Termination: Either Party may terminate this Agreement upon written notice to the other Party if:

a. The other Party breaches any material provision of this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice thereof; or b. The other Party becomes insolvent, files for bankruptcy, or is subject to any similar proceeding.

X. Governing Law and Dispute Resolution

X.I Governing Law: This Agreement shall be governed by and construed by the laws of [insert governing law jurisdiction] without regard to its conflicts of law principles.

X.II Dispute Resolution: Any dispute arising out of or in connection with this Agreement shall be resolved through good faith negotiations between the Parties. If the Parties are unable to resolve the dispute amicably within thirty (30) days, either Party may initiate legal proceedings in the appropriate courts of [jurisdiction].

XI. Entire Agreement

This Agreement is recognized as the comprehensive and only agreement between the involved Parties about the subject matter it covers. It takes precedence over and effectively replaces every prior arrangement and mutual understanding, whether they were verbally agreed upon or written down, involving the same subject matter.

XII. Amendments

Any changes or modifications to this Agreement will not be considered effective or binding unless they are executed in written form. Additionally, these said modifications must be approved and signed off by designated representatives who are authorized to act on behalf of both Parties involved in this Agreement.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date first above written.

[YOUR COMPANY DATE]

[DATE SIGNED]

[RECIPIENT'S NAME]

[DATE SIGNED]

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