The inospiner app allows organisations to share left-over compounds to let other research group explore new applications through in-silico screening.
In order to protect its users and facilitate exchanges Inospiner relies on one Material Transfer Agreement template for all its users.
The contract is signed between users and processed by Inospin.
For any questions or comment please contact our team.
BETWEEN
[STRUCTURE PROVIDER], with a head office located at [ADDRESS SP], registered in the Trade and Companies Register of [CITY] under the number [Registration#] (Hereinafter « Provider ») AND [STRUCTURE SCREENER], with a head office located at [ADDRESS], registered in the Trade and Companies Register of [CITY] under the number [Registration#] (Hereinafter «Screener »)
Provider and Screener are hereinafter individually referred to as a “Party” and collectively the “Parties”.
The Agreement is entered into between the Parties pursuant to their use of the Inospin Platform, as described in the General Terms and Conditions (available at the address www.inospin.com/inospiner-general-terms-and-conditions).
1. Definitions
In this Agreement, including the recitals, the following expressions will have the following meanings:
Agreement: means this Material Transfer Agreement entered into between the Parties by mean of smart contract.
Confidential Information: means any and all information, documents, data and technology disclosed by each of the Parties to the other Party, in writing or orally, including without limitation all written, electronic or printed data, all trade secrets, know-how, scientific, financial or commercial data, models and calculation results.
Inospin Platform: means the platform developed and owned by Biowebspin SA which is accessible via Inospin website at the address inospin.com.
In Silico Screening: means virtual experiments conducted on a computer or via computer simulation.
NFT: means the non-fungible token associated to a list of all the Structures exported by the Screener for a given research.
Screener’s Agents: means the agents with Screener’s organization designated by the Screener to perform the In Silico Screening activities due to their expertise.
Structure: means the digital profile of all chemical and biological structures (including but not limited to small molecules, antibodies, antibodies drug conjugates, peptides, etc.) owned by the Provider and described in the Structure Data.
Structure Data: means the Structure raw data that is provided by the Provider and made available to the Screener in the Structure Export File.
Structure Export File: means the SD file containing all the Structures that matched the research criteria of the Screener and for which the Screener validated the export.
1. Limited access and use
Limited access to Structure Data. Upon signature of the Agreement, the Screener will have access to the Structure Data by downloading the Structure Export File. Access is strictly limited to Structure Data, excluding any Structure samples or materials. The list of Structures’ ID involved in this agreement can be found in schedule 1 of this agreement.
Restricted In Silico Screening use of the Structure. The Screener undertakes to use the Structure only for non-commercial In Silico Screening activities. Any other use is expressly excluded, in particular the Screener expressly acknowledges and agrees that the Agreement does not allow the Screener to perform any in vitro or in vivo testing activities, nor any commercial use of the Structure.
Internal use of the Structure. The Screener is solely responsible to limit access to the Structure to Screener’s Agents only, and to ensure that Screener’s Agents fully comply with the conditions set forth in the Agreement. The Screener undertakes that the technical and organizational measures in place within its organization guarantee the security and confidentiality of the Structure Data.
No exclusivity. The Screener acknowledges and agrees that the Provider does not give any exclusivity to the Screener for In Silico Screening activities under this Agreement.
No financial counterpart. Subject to the limited use of the Structure described above, the In Silico Screening of the Structure is free of charge.
Intention to use the Structure for purposes outside of the scope of the Agreement. In case the Screener desires to use the Structure for other purposes than internal and non-commercial In Silico Screening activities, the Parties agree to negotiate in good faith the terms and conditions of a new separate agreement. This provision shall not be interpreted as an obligation for the Parties to enter into such new separate agreement.
2. Confidential information and COMMUNICATION
Confidentiality. The Parties undertake to keep confidential all Confidential Information during the term of the Agreement and for an additional ten (10) years after its termination. The Parties undertake to protect the confidentiality of the Confidential Information of the other Party in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind, but in no event shall either Party exercise less than reasonable care in protecting such Confidential Information. Structure and particularly Structure Data and any information relating to the Structure Data constitute Confidential Information. This Agreement shall be considered as Confidential Information and shall not be referred to by the Parties.
Exception. Confidential Information shall not include any information that a Party can show that it is, or subsequently becomes, public knowledge, or is already known to the Provider at the time of the disclosure other than by breach of this Agreement.
Communication. The Screener shall not use any Confidential Information in any article or paper for publication and/or in research meeting or conference.
3. Structure property, Warranties and liability
Structure. The Structure is and remains the sole exclusive property of the Provider and the sole right granted herein is the limited right to use the Structure as defined under article 2 of the Agreement. The Structure is experimental by nature and the Provider makes no representation and gives no warranty or undertaking in relation to it. In particular, the Provider gives no warranty that:
- the Structure is subject or not to intellectual property rights;
- it owns all necessary property or other rights in the Structure and that its use will not infringe any third-party rights; or
- the Structure is of merchantable or satisfactory quality or fit for any particular purpose, has been developed with reasonable skill and care or tested, for the presence of pathogens or otherwise, or are viable, safe, or non-toxic.
Results. The In Silico Screening results associated to the Structure obtained in strict compliance with the terms of this Agreement are the property of the Screener.
Liability. The Provider shall have no liability to the Screener nor to any third-party, whether in contract, tort or otherwise, in relation to the supply of the Structure to the Screener or its use or keeping by the Screener, or the consequences of its use, to the maximum extent permitted under applicable law.
4. Term and termination
This Agreement is effective on the date of signature of Agreement, which occurs automatically by the acceptance of the smart contract by the Screener, and will last for a duration of one (1) month.
Upon termination of the Agreement for any reason, the Screener shall destroy immediately the Structure Export File and all Structure Data, including any copies thereof made by or in possession of or under the control of the Screener and its Screener’s Agents.
5. OTHERS
Reporting. In case of serious doubt as to Screener’s compliance with the terms of the Agreement, Provider may request from Screener a written report describing the use of the Structure that should be communicated within thirty (30) days from Provider’s request.
Entirety of the Agreement. This Agreement constitutes the entire Agreement between the Parties in relation to the Structure and supersedes all previous agreements and arrangements between the Parties in relation to the Structure.
Authority. The Parties warrant that they have full power and authority to enter into this Agreement.
Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect or limit the validity or enforceability of any other provisions hereof.
Applicable Law and jurisdiction. This Agreement is governed by the applicable law at the location of Provider’s head office. In the event of difficulty relating to the interpretation and/or execution of the Agreement, the Parties undertake to cooperate diligently and in good faith with a view to finding an amicable solution to their dispute. Any dispute shall be subject to the materially competent courts at the location of Provider’s head office.
Smart contract execution. The Parties agree that this Agreement is validly entered into through a smart contract automatically executed on the blockchain provided by the Inospin Platform. The Parties confirm that the Agreement will be safely stored on the Inospin Platform, in accordance with the applicable GTCs (https://www.inospin.com/inospiner-general-terms-and-conditions/)
Schedule 1: list of molecules ID related to this agreement
[list-molecule-ids]