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GENERAL RESEARCH SERVICES AGREEMENT
These are the standard terms and conditions on which Children’s Medical Research Institute (ABN 47 002 684 737) of 214 Hawkesbury Road, Westmead, NSW 2145 Australia (CMRI) will provide services to the Customer - the entity named in the Quotation and Scope of Services.
In addition to the terms defined in the Agreement Details, unless the context otherwise requires the following terms have the meaning set out below:
Affiliate means an entity that controls, or is controlled by or under common control with, a party at the relevant point in time. Control exists where an entity directly or indirectly owns more than 50% of the voting shares in the other entity, controls the composition of its board of directors or otherwise has the ability to control the other entity’s affairs.
Agreement means the agreement between CMRI and Customer that comprises:
CMRI Background IP means Intellectual Property owned by CMRI, which CMRI is free to license and is necessary for Customer’s use of the Deliverables in accordance with the Usage Rights.
Confidential Information means the terms of this agreement, the Customer Information and all know-how, technical and financial information, materials and any other commercially valuable or sensitive information in whatever form, including inventions (whether or not reduced to practice), trade secrets, formulae, graphs, drawings, samples, devices, models and any other materials or information of whatever description, which a party regards as confidential, proprietary or of a commercially sensitive nature. The following are exceptions to such information (and the party seeking to rely on the exception bears the burden of establishing the existence of such exceptions):
Customer means the person(s), company, incorporated association or firm to whom CMRI agrees to provide the Services described in an Order.
Customer Information means the information supplied or required to be supplied (as the context requires) by the Customer under clause 2.2(a).
Customer IP has the meaning given in clause 5.1.
De-Identified Information means clinicopathological patient information, being data which is re-identifiable by the provider but which is provided to the recipient with all identifiers having been removed. Some examples include age, sex, medical history, pathology, treatments, and treatment outcomes
Derivatives mean substances which contain or incorporate any of the Customer Material or Deliverables (as the context requires), including substances which constitute an unmodified functional subunit or product expressed by Customer Material or a Deliverable.
Intellectual Property means statutory and other proprietary rights in respect of copyright and neighbouring rights; all rights in relation to inventions, patents, know-how, plant varieties, registered and unregistered trademarks, registered and unregistered designs, circuit layouts and rights to maintain the confidentiality of information, but does not include moral rights that are not transferable.
Liabilities means any and all, losses, claims, damages, liabilities, obligations, penalties, judgments, awards, costs, expenses, and disbursements, including, the costs, expenses and disbursements, as and when incurred, of investigating, preparing, or defending any action, suit, proceeding, or investigation asserted by a third party (including legal fees and expenses on a full indemnity basis), however arising (including under tort or negligence).
Order means:
Personnel means a party’s employees, officers, directors, advisers or other authorized representatives, and in the case of Customer includes the Customer Scientist.
Quotation means any quotation from CMRI to a potential Customer that incorporates by reference these standard terms and conditions (and which the Customer accepts and agrees to).
Services means those research services to be provided by CMRI to the Customer as described in the Order.
Services IP means Intellectual Property that relates solely to the Customer Material or Derivatives of Customer Material which is created by CMRI in the course of supplying the Services. For the avoidance of doubt, Services IP does not include any improvements to CMRI’s methods or know‑how.
Customer must:
If any payment is overdue, in addition to any other right it may have CMRI may suspend provision of the Services until payment is made and/or charge interest on any unpaid amount at the rate 5% above the Cash Rate Target of the Reserve Bank of Australia (calculated daily).
Each party acknowledges that:
Each party must keep the disclosing party’s Confidential Information confidential, not disclose it to third parties without the disclosing party's consent and only use the Confidential Information for the purposes of this agreement.
Notwithstanding any other provision of this agreement, a party may disclose the Confidential Information to its Personnel who have a specific need to know the Confidential Information, provided that any such Personnel are subject to binding undertakings of confidence.
If a party is, or may be, required by law or Court order to disclose any of the Confidential Information, it will not be a breach of its obligations under this agreement to do so provided that it notifies the disclosing party in writing of the requirement. The party must, as reasonably required by and at the expense of the disclosing party, assist or permit the disclosing party to oppose or restrict disclosure.
Customer acknowledges and agrees that CMRI may disclose general methods and information created by it as a result of the Services in scientific publications. This does not include the right to disclose any identifiable patient information or Customer Confidential Information.
If Customer wishes to:
referring to CMRI’s provision of the Services or Deliverables it must:
For the avoidance of doubt, Customer does not require CMRI approval to publish the publication unless it contains CMRI’s Confidential Information or implies that CMRI endorses Customer’s technology.
Neither party may issue a media release or use the name of the other party in any promotional materials regarding this agreement without prior written consent of the other, except as may be required by law.
Customer grants CMRI a non-exclusive, royalty-free licence of all Intellectual Property rights in the Customer Material and Customer’s Confidential Information (Customer IP) during the Term to the extent necessary for the provision of the Services and performance of this agreement by CMRI.
On payment of all Fees in full, CMRI assigns and agrees to assign all Services IP to Customer. Customer owns the Services IP on and from the date of such assignment.
CMRI grants Customer a non-exclusive, worldwide, royalty-free licence to use the CMRI Background IP to the extent necessary for Customer to be able to use the Deliverables in accordance with the Usage Rights, for the duration of the CMRI Background IP. Such licence may not be transferred or sublicensed unless otherwise specified in the Agreement Details.
No implied licences or other rights are provided by either party except as expressly set out in this agreement.
Each party warrants that it has obtained all necessary consents and approvals required for it to lawfully enter into this agreement.
Customer warrants that all: (a) Customer Information supplied by it is complete and accurate in all material respects; and (b) Customer Material supplied by has been collected in accordance with relevant ethics approvals and is not known to contain hazards to human health.
CMRI will take out such insurance as it considers prudent in relation to its obligations under this agreement, including worker’s compensation insurance required to be maintained by law.
Customer indemnifies and holds harmless CMRI, its Affiliates and their Personnel from and against all Liabilities relating to or arising from:
This agreement will expire on the End Date provided that:
This agreement is governed by the laws of New South Wales, Australia and the parties submit to the exclusive jurisdiction of the courts of that State.
This agreement may only be amended by agreement of the parties in writing.
Each party’s rights and obligations under this agreement are personal and may not be assigned, novated or sub-contracted without the other party’s prior written consent, not to be unreasonably withheld.
A party may give conditionally or unconditionally or withhold its approval or consent in its absolute discretion unless this agreement expressly provides otherwise.
This agreement does not constitute either party the agent of the other or imply that the parties intend constituting a partnership, joint venture or other form of association in which any party may be liable for the acts or omissions of the other.
Any notice under this agreement may be served by hand delivery or by being forwarded by prepaid post to the address of the party in the Agreement Details or to such other address as may be notified in writing by the party from time to time and in the case of service by post is deemed to have been received four days after posting (10 days if sent to another country). Notices may also be served by e-mail and are valid on the earlier of acknowledgment of receipt by the recipient (including by way of a ‘read receipt’ acknowledgment) or 24 hours after sending provided the sender does not receive notification of delivery failure during that period.
Each party agrees, at its own expense, on the request of the other party, to do everything reasonably necessary to give effect to this agreement and the transactions contemplated by it, including the execution of documents by it and its Personnel.
No delay or indulgence by a party in enforcing this agreement will prejudice or restrict the rights of that party, nor will a waiver of those rights operate as a waiver of a subsequent breach.
This agreement may be executed in any number of counterparts and all counterparts taken together will be taken to constitute one agreement. An executed counterpart may be delivered by electronic means.
In the event of any inconsistency between the parts of this agreement, they shall be read in the following order of priority: (i) the Agreement Details; then (ii) these Terms and Conditions; then (iii) any annexures.
The following rules of interpretation apply unless the context requires otherwise.
The provisions of this agreement are severable. If any provision in this agreement is found or held to be invalid or unenforceable or capable of termination by a party in any jurisdiction in which this agreement is performed, then the meaning of that provision will be construed, to the extent feasible, to render the provision enforceable.
Confidential Information
Consequences of termination
Vectorology and Genome Engineering Facilities TERMS AND CONDITIONS OF SALE AND LIMITED USE AGREEMENT BETWEEN THE CHILDREN’S MEDICAL RESEARCH INSTITUTE AND RECIPIENT OF MATERIALS
This agreement is made and entered into by and between the Children’s Medical Research Institute (ABN 47
002 684 737) of 214 Hawkesbury Road, Westmead, NSW 2145 (CMRI) and the entity named in the
accompanying CMRI genome engineering request form for the provision of CMRI’s proprietary materials and
services to Recipient on the terms set out below.
1. DEFINITIONS
Commercial Purposes means the sale, lease, licence or other transfer of the Materials or Modifications to a for-profit
organisation, or use of the Materials or Modifications by any organisation (including Recipient) to perform contract
research, to screen compound libraries, to produce or manufacture products for general sale, or to conduct research
activities that result in any sale, lease, licence, or transfer of the Materials or Modifications to a for-profit organisation
(including the grant of an option to do any of the foregoing).
Confidential Information all know-how, technical and financial information, materials and any other commercially valuable
or sensitive information in whatever form, including inventions (whether or not reduced to practice), trade secrets, formulae,
graphs, drawings, samples, devices, models and any other materials or information of whatever description, which CMRI
regards as confidential, proprietary or of a commercially sensitive nature. The following are exceptions to such information
(and Recipient bears the burden of establishing the existence of such exceptions):
(a) information which is lawfully in the public domain prior to its disclosure by CMRI;
(b) information which enters the public domain otherwise than as a result of an unauthorised disclosure;
(c) information which is or becomes lawfully available to Recipient from a third party who has the lawful power
to disclose such information to Recipient on a non-confidential basis; and
(d) information which is rightfully known or independently developed by Recipient prior to the date of
disclosure.
Intellectual Property means statutory and other proprietary rights in respect of copyright and neighbouring rights; all rights
in relation to inventions, patents, know-how, plant varieties, registered and unregistered trademarks, registered and
unregistered designs, circuit layouts and rights to maintain the confidentiality of information, but does not include moral
rights that are not transferable.
Liabilities means any and all, losses, claims, damages, liabilities, obligations, penalties, judgments, awards, costs,
expenses, and disbursements, including, the costs, expenses and disbursements, as and when incurred, of investigating,
preparing, or defending any action, suit, proceeding, or investigation asserted by a third party (including reasonable and
expenses).
Material means the genome engineered products, generated by the CMRI Vector and Genome Engineering Facility.
Unless the context requires otherwise, the Material also includes all Progeny and Unmodified Derivatives any related
information or material supplied in connection therewith by CMRI.
Modifications mean substances created by Recipient which contain or incorporate any of the Materials, other than
Progeny and Unmodified Derivatives.
Permitted Site(s) means (a) the Requesting Investigator’s laboratory or institute, or (b) a laboratory or institute other than
the Requesting Investigator’s laboratory or institute identified as an Additional Permitted Site in the CMRI genome
engineering request form and which CMRI has provided written consent for the distribution, handling, storage, and use of
Material.
Permitted Use means for the research purposes as agreed and outlined in the Permitted Use Description (Section 5) in
the CMRI genome engineering request form, and excludes Commercial Purposes.
Personnel means a party’s employees, officers, directors or other authorized representatives, and in the case of Recipient
includes the Recipient Scientist.
Progeny means an unmodified descendant of the Materials, including virus from virus, cell from cell, or organism from
organism.
Proposed Use means the research project and aims outlined in the Project Description (Section 2) in the CMRI genome
engineering request form.
Recipient means the organisation, laboratory or institute identified as Recipient in the CMRI genome engineering request
form.
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Requesting Investigator means the Requesting Investigator identified in the CMRI genome engineering request form.
Results means the data, results, output and methodology of or arising out of Recipient’s use of the Materials, as well as
any accompanying reports, feedback and other deliverables and materials. The Results do not include any proprietary
methods forming part of Recipient’s pre-existing Intellectual Property.
Unmodified Derivatives means substances created by Recipient which constitute an unmodified functional subunit or
product expressed by the Material. Unmodified Derivatives include:
(a) purified or fractionated subsets of the Materials;
(b) proteins expressed by DNA/RNA supplied by CMRI; or
(c) monoclonal antibodies secreted by a hybridoma cell line.
2. THE RECIPIENT AND REQUESTING INVESTIGATOR WILL:
(a) Use the Materials and CMRI’s Confidential Information only for the Permitted Use.
(b) Use, handle, store, transport and dispose of the Materials safely and in compliance with all laws, regulations, and
OGTR’s guidelines.
(c) Be responsible for any injury or damages that your use may cause.
(d) Keep the Materials secure and prevent unauthorized use of or access to the Material;
(e) Ensure that the Materials are only used at the Permitted Sites and only for the Permitted Use, and under the
direction and/or supervision of the Requesting Investigator;
(f) Keep CMRI’s Confidential Information confidential, not disclose it to third parties without CMRI’s consent and only
use the Confidential Information exclusively for the Permitted Use and no other purpose.
(g) Immediately notify CMRI on becoming aware of:
(i) any unauthorised person coming into possession of any part of the Materials or any Confidential Information;
(ii) any unauthorised person doing anything in contravention of rights that attach to and arise from the Materials or
Confidential Information,
and report full particulars to CMRI and provide all reasonable assistance and information CMRI may request with
respect to that unauthorised act.
(h) Notify CMRI and obtain CMRI’s written consent prior to using the Materials or Confidential Information beyond the
Permitted Use or using, transferring to, or storing the Materials at a location other than a Permitted Site.
(i) Acknowledge CMRI’s Vector and Genome Engineering Facility as the source of the Materials in any publications,
oral presentation or other public disclosure referring to the Materials, Modifications or Results.
(j) Return or destroy the Materials at the end of the Permitted Use.
(k) Retain ownership of the Material, Modifications and Results, subject to the use restrictions outlined in this
agreement.
(l) Indemnify CMRI and its Personnel and keep them indemnified from and against Liabilities arising out of or in
connection with Recipient’s or its Personnel’s use, handling, storage, transport or disposition of the Materials or
Modifications or breach of this agreement, unless such Liabilities (if any) directly result from CMRI’s gross
negligence, or breach of this agreement.
(m) Pay CMRI for actual shipping costs or provide courier account number.
3. THE RECIPIENT AND REQUESTING INVESTIGATOR WILL NOT:
(a) Sell, transfer, disclose or otherwise provide access to the Materials to any third party other than at a Permitted
Site(s), and only for the Permitted Use, and under the supervision of the Requesting Investigator, unless CMRI
has given its express written consent beforehand.
(b) Use the Materials or any products containing or derived from the Materials in humans, or use them in human
diagnosis or treatment.
(c) Use the Materials for Commercial Purposes.
(d) Have a license to CMRI’s Intellectual Property and Confidential Information beyond use of Materials for the
Permitted Use.
CMRI Ver. 1 March 2021 8
(e) Have a right, claim, or interest in CMRI’s Confidential Information.
(f) Use the name of the Materials in any media release or promotional materials without the written consent of CMRI.
(g) Assign, novate or sub-contract this agreement to any other party without CMRI’s prior written consent.
4. LEGAL LIMITATIONS:
(a) CMRI PROVIDES THE MATERIALS “AS IS,” AND CMRI DISCLAIMS AND PROVIDES NO REPRESENTATION
OR WARRANTY WHATSOEVER.
(b) WITHOUT LIMITING (a) ABOVE, CMRI DISCLAIMS AND PROVIDES NO WARRANTY OF MERCHANTABILITY
OR FITNESS FOR A PARTICULAR PURPOSE, EXPRESS OR IMPLIED.
(c) WITHOUT LIMITING (a) ABOVE, CMRI DISCLAIMS AND PROVIDES NO REPRESENTATION OR WARRANTY
THAT USE OF THE MATERIALS WILL NOT INFRINGE INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD
PARTY.
(d) CMRI IS TO HAVE NO LIABILITY TO RECIPIENT, HOWEVER ARISING UNDER ANY CAUSE OF ACTION OR
THEORY OF LIABILITY, IN RESPECT OF SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, LOSS OF
PROFIT OR LOSS OF BUSINESS OPPORTUNITY.
(e) This is the whole agreement, and it can only be amended in writing.
Children’s Medical Research Institute Peptide Synthesis Facility TERMS AND CONDITIONS OF SALE AND LIMITED USE AGREEMENT BETWEEN THE CHILDREN’S MEDICAL RESEARCH INSTITUTE AND RECIPIENT OF MATERIALS
1. Price
1.1 This quotation price includes shipping costs.
1.2 The initial quotation price for modifications is based on discussions with the customer and is indicative only. The cost of each modification may vary. “TBA” has been stated in the quotation where the cost of the proposed modification is not able to be estimated prior to receiving the peptide. Once the customer’s peptides are received by CMRI we will undertake further analysis of the peptides and provide updated cost and completion timeframes for confirmation by the customer prior to commencing the proposed modifications.
1.3 We reserve the right to amend any errors or omissions contained in a quotation and charge the then current price as at the date of dispatch. Such amendments will be referred to the customer for confirmation.
1.4 This quotation has been discounted on the basis that the customer is undertaking a collaborative research partnership with a CMRI researcher/s. Any further discount stated on this quotation is in addition to already discounted pricing which is available for collaborative partners.
2. Purpose
2.1 All products are for laboratory research and development use only. They are not to be used in humans or animals. They are not to be used for clinical, diagnostic, or therapeutic procedures. The purchaser acknowledges that the products have not been tested by CMRI for safety or efficacy in any use case and assumes all responsibility for their appropriate end use.
2.2 The customer accepts full responsibility for the use and misuse of the product and for the safe disposal of the product and all related material in accordance with legislation in force at the time. If you sell or otherwise provide the products to third parties, you must inform them of these terms and conditions and the restrictions on use contained herein.
2.3 The customer shall at all times fully and effectively indemnify CMRI harmless against all losses, actions, claims, demands, costs (including reasonable legal costs), expenses and liabilities of whatsoever nature incurred or suffered by CMRI arising out of or relating to any breach of this agreement, or any and all liability for patent infringement which may result from our manufacture or sale and/or subsequent use, manufacture or sale of the product.
3. Payment
3.1 Payment is due in full without deduction or withholding within 30 days of the date of invoice unless otherwise stated in writing from CMRI.
3.2 GST or any other sales tax which may be due shall be paid by the customer at the rate and in the manner as prescribed by law at the time of delivery. When applicable a valid invoice for such sales tax shall be issued.
3.3 The customer is responsible for bank clearance charges and no deductions for these are permitted.
4. Warranties, product handling, storage, and non-conformity
4.1 All of our products will meet or surpass the stated specifications at the time of delivery. The buyer is responsible for determining that the products are adequate for buyer’s intended or specific purpose of use, and for adequate storage of the product upon receipt.
4.2 CMRI may replace or remedy product that is determined to be non-conforming at the time of receipt. This warranty is negated if a product has been tampered with, stored improperly, altered in any way, or it has been misused or damaged either by accident or through negligence.
4.3 Any non-conformity claims must be submitted within 30 days of receipt of the product. If Customer fails to provide such claim within this period, the shipment will be deemed accepted by Customer. Non-conformities may be promptly replaced, remedied, or authorized for return and credit. CMRI will endeavour to take customer preference into account throughout these processes if they eventuate.
4.4 CMRI does not guarantee the bioactivity or functionality of the material. There is batch to batch variance (such as total peptide content, TFA content, and impurities) for crude research peptides. As peptide length increases the impurities present will increase and the target peptide yield will decrease. Some sequences are not accessible synthetically via standard methods at all and these will fail. The customer assumes the risk for these failed sequences when ordering crude peptides.
4.5 The material quantity (mg) of each individual modified peptide may vary. While CMRI will endeavour to provide quoted quantities, we offer no guarantees that a stated quantity can be met. Variation may occur due to process loss and may also depend on the material quantities of customer’s peptides which are supplied to CMRI for modification.
4.6 Modifications can increase the possibility of degrading peptides. The customer acknowledges this when confirming instructions to proceed with all modified peptide orders.
4.7 Where a customer has stated the purity and quality control specifications required for a modified peptide/s, we will assess the customer requirements and either provide confirmation or an alternative recommendation for customer approval prior to commencement of the work. For all modifications to a customer supplied peptide/s we provide no guarantee that a customer’s requested purity and quality control specifications can be met until we receive the peptide/s and undertake further analysis.
4.8 Peptide conformity is determined by HPLC-MS of a control sequence run with the production batch. The delivered quantity is in line with the loadings of the resins used. Additional quality control can be requested at additional cost and increased turnaround. Additional peptide specific quantitation by UV-Vis is available upon request for an increased cost and completion timeframe.
4.9 Products should be stored at -20°C or -80°C. The material is best stored dry and every effort should be made to keep all product protected from moisture and oxygen while stored for prolonged periods.
5. Delivery
5.1 The delivery timeframe for modified peptides may vary at any time. We will take all possible steps to mitigate delays to the fulfilment of modified peptide orders. However, we offer no guarantees that a stated delivery date will be met. We will provide the customer with periodic updates on the progress of all modified peptide orders and notify of any delays as they become apparent.
5.2 The products will be delivered by a third-party delivery service. You will be charged for postage, packing, insurance, handling, and any relevant duties in your jurisdiction.
5.3 All risk in the product shall pass from CMRI to the client or their appointed agent on shipping from CMRI. Title to the product shall pass to the client upon full payment for the product. Non-delivery or non-conforming product must be notified within 30 days of the date of invoice otherwise all sums will be deemed to be due and payable.
6. Intellectual Property
6.1 Unless otherwise stated in writing CMRI does not claim Intellectual Property rights on any purchased and delivered synthetic peptides which are produced per customer's specifications. However, all methods, processes, material, arrays, and proprietary Intellectual Property of CMRI remains with CMRI.
6.2 No license of immunity under any patent or other third-party intellectual property right is granted or is to be implied by or from our sale of any product.
7. Acknowledgement
7.1 The price is calculated based on collaborative partner. CMRI believes sharing knowledge and technology with its partner/customer, therefore acknowledgment in scientific journal and co-authorship of this published research work Is appreciable.
Technical failures
Fees and payment
Non-use, non-disclosure obligationDispute resolution
Severability