NGENIESS USERS AGREEMENT Form
THIS NGENIESS USER AGREEMENT (this “Agreement”) dated as of the date that you enter at the end of this form (in principle today) (the “Effective Date”), is entered into between your company that you enter at the end of this form_(“COMPANY”) and NGENIESS Project of IKIGAI Inc. (“NGENIESS”). COMPANY and NGENIESS are each referred to herein as a “Party” and collectively as the “Parties.”
WHEREAS, NGENIESS is an organization that research, develop and provide fluorescent reagents; and
WHEREAS, NGENIESS shall supply COMPANY with certain reagent designed to modify N terminus of peptides and proteins, in formulated and unformulated form the “NGENIESS Materials”) and COMPANY will conduct the evaluation NGENIESS Materials
NOW, THEREFORE, the Parties agree as follows:
Please complete the form below. IN WITNESS WHEREOF, the parties hereto have entered into this Agreement as of the Effective Date.
1. Materials.
(a) COMPANY hereby acknowledges that, as between NGENIESS and COMPANY, NGENIESS is the sole owner or licensee of the NGENIESS Materials and retains all of its intellectual property rights therein. COMPANY shall use the NGENIESS Materials and any Confidential Information of NGENIESS embodied therein, for the sole and limited purpose of evaluating the NGENIESS Materials and not for any other purposes. “Confidential Information” has the meaning defined in this AGREEMENT.
(b) COMPANY shall not transfer or disclose the NGENIESS Materials, or any Confidential Information of NGENIESS embodied therein to any third party without the prior express written consent of NGENIESS.
(c) COMPANY shall limit transfer and disclosure of the NGENIESS Materials, and any Confidential Information of NGENIESS embodied therein, on a need-to-know basis, to its directors, officers, contractors, and employees, as is reasonably necessary for evaluating the NGENIESS Materials. COMPANY shall notify NGENIESS promptly upon discovery of any unauthorized use or disclosure of the NGENIESS Materials.
(d) Upon the request of NGENIESS following completion of the Evaluation, COMPANY promptly shall return, or destroy (with a subsequent confirmation of destruction) all remaining NGENIESS Materials to NGENIESS at NGENIESS’s discretion.
(E) COMPANY HEREBY ACKNOWLEDGES THAT THE NGENIESS MATERIALS ARE EXPERIMENTAL IN NATURE AND THAT THEY ARE PROVIDED “AS IS.” NGENIESS MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE NGENIESS MATERIALS OR THE USE THEREOF. NGENIESS DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT. COMPANY UNDERSTANDS THAT THE NGENIESS MATERIALS ARE PROVIDED SOLELY FOR CERTAIN RESEARCH USE ONLY AND HAVE NOT BEEN APPROVED FOR HUMAN USE. COMPANY SHALL NOT ADMINISTER THE NGENIESS MATERIALS TO HUMANS IN ANY MANNER OR FORM.
2. Evaluation Results.
(a) The Parties shall keep each other informed of the characteristics, properties and all uses made of the Evaluation Materials and all data and results generated in performance of the Evaluation (collectively, “Evaluation Results”)., COMPANYand promptly at the conclusion of its Evaluation hereunder shall provide with a written report in reasonable detail describing such Evaluation Results generated by such Party.
(b) Neither Party shall transfer or disclose the Evaluation Results, or any Confidential Information of the other Party embodied the Evaluation Results to any third party who is not an Affiliate (as defined in Section 8) of that Party without the prior express written consent of the other Party. Each Party shall limit transfer and disclosure of the Evaluation Results and any such Confidential Information on a need-to-know basis, to its and its Affiliates’ directors, officers, and employees, as is reasonably necessary for evaluating the NGENIESS Materials. Each Party shall notify the other Party promptly upon discovery of any unauthorized use or disclosure.
3. Intellectual Property
(a) Neither Party shall (and neither shall attempt or purport to) use or incorporate any Evaluation Materials or Evaluation Results for the filing, prosecution or support of any patent application in any country, without the prior express written consent of the other Party.
(b) For clarity, nothing in this Agreement shall be deemed to grant to the other Party any right or license in or under any patent rights of the other Party except as necessary to carry out the Evaluation.
4. Confidentiality.
The confidentiality and non-use obligations under this Agreement shall not apply to any information that a Party with the confidentiality obligation can document and in case of NGENIESS gives information to Hokkaido University, the owner of Intellectual Properties of the NGENIESS Materials:
(a) was in the public domain at or subsequent to the time such information was obtained under this Agreement by such Party;
(b) was lawfully in such Party’s possession (or an Affiliate’s possession) free of any obligation of confidence at or subsequent to the time the information was obtained under this Agreement;
(c) was developed by employees, contractors or agents of such Party (or an Affiliate of that Party) independently of this Agreement and without breach of this Agreement;
(d) was already known to such Party (or an Affiliate of that Party) at the time the information was obtained under this Agreement;
(e) was approved for release by prior written authorization of the other Party; or
(f) was provided to such Party by a third party without obligation of confidentiality. A disclosure of any information
(i) in response to a valid order by a court or other governmental body or or
(ii) as otherwise required by law shall not be considered to be a breach of this Agreement or a waiver of confidentiality for other purposes; provided, however, that the Party with the obligation of confidentiality shall provide prompt prior written notice thereof to the other Party to enable the other Party to seek a protective order or otherwise prevent such disclosure. The Party with the obligation of confidentiality shall have the burden of proof with respect to this Section..
5. Compliance With Laws.
Each Party shall comply with all laws and governmental rules, regulations and guidelines which are applicable to the materials or the use thereof, including without limitation biosafety procedures, and with any safety precautions provided with materials. This Agreement is made subject to any restrictions under the export control laws, rules and regulations concerning the export of products, materials or technical information either from the United States of America or to a foreign national within the United States of America (e.g., a “deemed export” applying to transfers solely within the United States of America) which may be imposed upon or related to NGENIESS or COMPANY from time to time by the government of the United States of America.
6. Publication.
Neither Party shall publish the Evaluation Results, or any other evaluation or use of the Evaluation Materials without the prior express written consent of the other Party.
7. No Rights, Licenses.
Except as expressly set forth herein, this Agreement shall not be construed to grant to a Party any license or other rights in or to any patent rights or other intellectual property rights of the other Party.
10. Term and Termination.
This Agreement is effective as of the Effective Date above and shall remain in effect for six months (extendible by mutual written agreement of the Parties), provided that either Party may terminate this Agreement, effective immediately, at any time, upon written notice to the other Party. Sections 1, 2, 3, 4, 5, 6, 7 and, 10, 11, 13, and 14 will survive any termination or expiration of this Agreement.
11. Amendments.
No change, modification, extension, termination or waiver of this Agreement, or any of the provisions herein contained, shall be valid unless made in writing and signed by duly authorized representatives of the Parties.
12. Use of Materials.
Each Party’s use and evaluation of any materials shall be at its own risk.
14. Counterparts.
This Agreement may be executed by filling out this NUA forms.
