TERMS AND CONDITIONS | GARVAN INSTITUTE OF MEDICAL RESEARCH (AGREEMENT)
The Garvan Institute of Medical Research of 384 Victoria St, Darlinghurst, New South Wales, 2010 Australia ABN 62 330 391 937 (Garvan) will supply: (i) Garvan proprietary synthetic RNA fragments (Sequins) that act as internal quantitative and qualitative controls and reference ladders for next-generation sequencing; (ii) Data files required to enable analysis of the Sequins, including the corresponding (A) synthetic RNA fragment sequences; (B) reference synthetic chromosome/genome sequences to which the Sequins align; (C) mixture concentrations; and (D) synthetic annotation files; and (iii) Anaquin: a Garvan proprietary computer program, and training materials for analysis of next-generation data containing Sequins (Materials).
Your organisation (the Recipient) agrees that supply of the Materials will be governed by the following terms and conditions:
1. Garvan’s offer to supply Materials is expressly conditioned upon the Recipient’s acceptance of these terms and conditions. The Recipient will be deemed to have accepted these terms and conditions unless it returns the Materials to Garvan unopened and unused no later than 10 days after receipt by Recipient.
2. The Recipient will only use the Materials for the purposes of internal academic research and not for human or animal therapeutic or diagnostic purposes and will not otherwise attempt to reproduce, reverse engineer, analyse or decompile the Materials.
3. The Recipient acknowledges that: (a) the Materials have not been approved, cleared, or licensed by the Australian Therapeutic Goods Administration or any other regulatory entity whether foreign or domestic for any specific intended use, whether research, commercial, diagnostic, or otherwise, and (b) the Recipient must ensure it has any regulatory approvals that are necessary for its intended uses of the Materials.
4. The Recipient acknowledges that the Materials will remain the property of Garvan and that the Recipient has only a non-exclusive right to use the Materials according to any documentation or other operating procedures notified to the Recipient by Garvan, subject to these terms and conditions.
5. Garvan retains ownership of all intellectual property in the Materials.
6. The Recipient is free to file patent application(s) claiming inventions made by the Recipient as a result of the use of the Materials (Recipient Inventions). If the Recipient Inventions incorporate or use information or material which is confidential to Garvan or any invention which is the subject of a patent or patent application in the name of Garvan, then the Recipient will not have the right to use such information, material or invention in the commercial exploitation of the Recipient Inventions without first obtaining Garvan’s written consent or a licence to use Garvan’s proprietary material. It is understood by the Recipient that the Garvan shall have no obligation to consent to or grant such a commercial licence to the Recipient, and may grant exclusive or non-exclusive commercial licences to others.
7. The Recipient must not use the Materials for any commercial purposes and must not sell, lease, loan or otherwise provide the Materials or disclose any confidential information relating to the Materials to any third party for any purpose.
8. The Recipient acknowledges that the Materials are or may be the subject of a patent application by Garvan. Except as provided in this Agreement, the Recipient agrees that it has no express or implied license or other right to any patents, patent applications, trade secrets or other proprietary rights of Garvan. In particular, no express or implied license or other right is provided to use the Materials for any commercial purpose including without limitation, manufacturing, quality control, commercial or contract services, reporting results of your activities for a form of consideration or in research funded partially or wholly by any commercial entity.
9. The Recipient acknowledges and agrees that Garvan may make the Materials or any similar or identical materials available to others without prior consultation with, or the consent of, the Recipient.
10. The Recipient is solely responsible for ensuring its use of the Materials is in compliance with all applicable laws and guidelines.
11. The Recipient is responsible for paying the standard delivery and handling charges listed on this website (http://www.sequin.xyz/) and any duties, taxes, levies or other government fees that may apply. Garvan will issue invoices in Australian dollars.
12. This Agreement may be terminated by Garvan immediately by giving written notice to the Recipient if the Recipient breaches any of these terms and conditions.
13. The Recipient shall dispose of or destroy any unused Materials and all confidential information relating to the Materials when this Agreement is terminated. Clauses 6, 7, 8, 14, 15 and 16 shall survive termination.
14. Except to the extent prohibited by law, Garvan makes no representation or warranty that use of the Materials pursuant to this Agreement will not infringe any third party intellectual property or any other right which will interfere with the Recipient’s ability to undertake the research or that the Materials are fit for the particular purpose for which it is required by the Recipient.
15. Except to the extent prohibited by law, the Recipient assumes all risk and liability for all damages, losses, costs, expenses (including legal expenses) or other liability of any nature (Loss) arising from or in relation to the Recipient’s use, storage or disposal of the Materials. To the extent permitted by law, under no circumstances will Garvan be liable to the Recipient for any Loss incurred by the Recipient, or in respect of any claim, demand, suit or proceeding against the Recipient by any other party, due to or arising from or in connection with the use, storage or disposal of the Materials, whether in contract, tort (including negligence and breach of statutory duty) or otherwise, except to the extent such are caused by or result from the negligent or intentional acts or omissions of Garvan, its officers, agents or employees.
16. To the extent allowed by applicable law the Recipient shall defend, hold harmless and indemnify Garvan and its officers, agents, employees and contractors from and against any and all Loss arising from any third party claim, suit or demand arising from or in relation to the Recipient’s use, storage or disposal of the Materials, or the Recipient’s breach of this Agreement except to the extent the Loss was caused by the gross negligence or wilful misconduct of Garvan.
17. The Recipient’s right and license to use the Materials is personal to the Recipient and is not capable of assignment. Any attempted or purported assignment or transfer of any of the Recipient’s rights under this Agreement is void.
18. The Recipient acknowledges that Garvan may assign, encumber, declare a trust over or otherwise deal with its interest in the Materials and/or its rights under this Agreement without the consent of the Recipient, and may disclose to any potential holder of the right, or an interest in the right, any information relating to this Agreement or any party to it.
19. This Agreement contains the entire agreement between the parties about its subject matter.
20. These terms and conditions are governed by and are to be construed in accordance with the laws of New South Wales, Australia. Each party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of New South Wales and waives any right to object to proceedings being brought in those courts.
21. Garvan reserves the right to change these terms and conditions at any time. Any changes made to these terms and conditions will not apply to any Materials supplied to the Recipient before the changes are made.