WHEREAS,
\nThe International Treaty on Plant Genetic Resources for Food and Agriculture (hereinafter
\nreferred to as \u201cthe Treaty\u201d7) was adopted by the Thirty-first session of the FAO Conference on
\n3 November 2001 and entered into force on 29 June 2004;The objectives of the Treaty are the conservation and sustainable use of Plant Genetic
\nResources for Food and Agriculture and the fair and equitable sharing of the benefits arising
\nout of their use, in harmony with the Convention on Biological Diversity, for sustainable
\nagriculture and food security;<\/p>\n
The Contracting Parties to the Treaty, in the exercise of their sovereign rights over their Plant
\nGenetic Resources for Food and Agriculture, have established a Multilateral System both to
\nfacilitate access to Plant Genetic Resources for Food and Agriculture and to share, in a fair
\nand equitable way, the benefits arising from the utilization of these resources, on a
\ncomplementary and mutually reinforcing basis;<\/p>\n
Articles 4, 11, 12.4 and 12.5 of the Treaty are borne in mind;<\/p>\n
The diversity of the legal systems of the Contracting Parties with respect to their national
\nprocedural rules governing access to courts and to arbitration, and the obligations arising from
\ninternational and regional conventions applicable to these procedural rules, are recognized;<\/p>\n
Article 12.4 of the Treaty provides that facilitated access under the Multilateral System shall be
\nprovided pursuant to a Standard Material Transfer Agreement, and the Governing Body of the
\nTreaty, in its Resolution 1\/2006 of 16 June 2006, adopted the Standard Material Transfer
\nAgreement, which in Resolution XX\/2017 of XX October 2017 it decided to amend.<\/p>\n
ARTICLE 1 \u2014 PARTIES TO THE AGREEMENT<\/strong><\/em><\/span> 1.2 This Agreement is: 1.3 The parties to this Agreement hereby agree as follows:<\/p>\n ARTICLE 2 \u2014 DEFINITIONS<\/strong><\/em><\/span> \u201cAvailable without restriction\u201d: a Product is considered to be available without restriction to \u201cGenetic material\u201d means any material of plant origin, including reproductive and vegetative \u201cGoverning Body\u201d means the Governing Body of the Treaty.<\/p>\n \u201cMultilateral System\u201d means the Multilateral System established under Article 10.2 of the \u201cPlant Genetic Resources for Food and Agriculture\u201d means any genetic material of plant \u201cPlant Genetic Resources for Food and Agriculture under Development\u201d means material \u201cProduct\u201d means Plant Genetic Resources for Food and Agriculture that incorporate8 the \u201cSales\u201d means the gross income resulting from the commercialization of a Product or \u201cTo commercialize\u201d means to sell a Product or Products for monetary consideration on the open ARTICLE 3 \u2014 SUBJECT MATTER OF THE MATERIAL TRANSFER AGREEMENT<\/strong><\/em><\/span> ARTICLE 4 \u2014 GENERAL PROVISIONS<\/strong><\/em><\/span> 4.2 The parties recognize that they are subject to the applicable legal measures and 4.3 The parties to this Agreement agree that the Food and Agriculture Organization of the 4.4 The third party beneficiary has the right to request the appropriate information as required 4.5 The rights granted to the Food and Agriculture Organization of the United Nations above ARTICLE 5 \u2014 RIGHTS AND OBLIGATIONS OF THE PROVIDER<\/strong><\/em><\/span> b) All available passport data and, subject to applicable law, any other associated c) Access to Plant Genetic Resources for Food and Agriculture under d) Access to Plant Genetic Resources for Food and Agriculture protected by e) The Provider shall inform the Governing Body at least once every two calendar i. ensuring that the completed Standard Material Transfer Agreement is at a) The identifying symbol or number attributed to the Standard Material ARTICLE 6 \u2014 RIGHTS AND OBLIGATIONS OF THE RECIPIENT<\/strong><\/em><\/span> [6.1bis If the Recipient uses the Material for any of these prohibited uses, a lower court in the 6.2 The Recipient shall not claim any intellectual property or other rights that limit the [6.2 The Recipient shall not claim any intellectual property or other rights that limit the [6.2bis If the Recipient claims any such IP or other rights in contravention of this clause, a lower 6.3 In the case that the Recipient conserves the Material supplied, the Recipient shall make 6.4 In the case that the Recipient transfers the Material supplied under this Agreement to a) do so under the terms and conditions of the Standard Material Transfer Agreement, On compliance with the above, the Recipient shall have no further obligations regarding the actions 6.5 In the case that the Recipient transfers a Plant Genetic Resource for Food and a) do so under the terms and conditions of the Standard Material Transfer Agreement, 6.6 Entering into a material transfer agreement under paragraph 6.5 shall be without [6.11 The Recipient, by signing this Agreement, agrees to be bound by the terms and [6.11 The Recipient may opt at the time of signing of this Agreement or at the time of [6.11bis Should the Recipient opt for the Subscription System, the terms and conditions of the 6.11ter By opting for the Subscription System, the Recipient, as Subscriber, shall have no [6.7 In the case that the Recipient commercializes a Product that is a Plant Genetic 6.8 In the case that the Recipient commercializes a Product that is a Plant Genetic [[6.7 In the case that the Recipient commercializes a Product that is a Plant Genetic [6.8 In the case that the Recipient commercializes a Product that is a Plant Genetic [6.9 The Recipient shall make available to the Multilateral System, through the information 6.10 A Recipient who obtains intellectual property rights on any Products developed from ARTICLE 7 \u2014 APPLICABLE LAW<\/strong><\/em><\/span> ARTICLE 8 \u2014 DISPUTE SETTLEMENT<\/strong><\/em><\/span> 8.2 The parties to this Agreement agree that the Food and Agriculture Organization of the 8.3 The third party beneficiary has the right to request that the appropriate information, 8.4 Any dispute arising from this Agreement shall be resolved in the following manner:<\/p>\n a) Amicable dispute settlement: The parties shall attempt in good faith to resolve the dispute ARTICLE 9 \u2014 ADDITIONAL ITEMS<\/strong><\/em><\/span> [Duration of and Termination of this Agreement]<\/strong><\/p>\n [9.2 The Recipient may terminate this Agreement upon six months written notice to the [9.3 In the case that the Recipient has begun before termination to commercialize a Product, [9.4 In case of termination of this Agreement, the Recipient shall no longer be allowed to [9.4 Notwithstanding the above, Articles [6.1.][6.2][\u2026] of this Agreement shall continue to<\/strong> [Amendments to this Agreement]<\/strong> ARTICLE 10 \u2014 SIGNATURE\/ACCEPTANCE<\/strong><\/em><\/span> PREAMBLE WHEREAS, The International Treaty on Plant Genetic Resources for Food and Agriculture (hereinafter referred to as \u201cthe Treaty\u201d7) was adopted by the Thirty-first session of the FAO Conference on 3 November 2001 and entered into force on 29 June 2004;<\/p>
\n1.1 The present Material Transfer Agreement (hereinafter referred to as \u201cthis Agreement\u201d) is
\nthe Standard Material Transfer Agreement referred to in Article 12.4 of the Treaty.<\/p>\n
\nBETWEEN: (name and address of the provider or providing institution, name of
\nauthorized official, contact information for authorized official) (hereinafter referred to as
\n\u201cthe Provider\u201d),
\nAND: (name and address of the recipient or recipient institution, name of authorized
\nofficial, contact information for authorized official*) (hereinafter referred to as \u201cthe
\nRecipient\u201d).<\/p>\n
\nIn this Agreement the expressions set out below shall have the following meaning:<\/p>\n
\nothers for further research and breeding when it is available for research and breeding without any
\nlegal or contractual obligations, or technological restrictions, that would preclude using it in the
\nmanner specified in the Treaty.<\/p>\n
\npropagating material, containing functional units of heredity.<\/p>\n
\nTreaty.<\/p>\n
\norigin of actual or potential value for food and agriculture.<\/p>\n
\nderived from the Material, and hence distinct from it, that is not yet ready for commercialization
\nand which the developer intends to further develop or to transfer to another person or entity for
\nfurther development. The period of development for the Plant Genetic Resources for Food and
\nAgriculture under Development shall be deemed to have ceased when those resources are
\ncommercialized as a Product.<\/p>\n
\nMaterial or any of its genetic parts or components that are ready for commercialization,
\nexcluding commodities and other products used for food, feed and processing.<\/p>\n
\nProducts, by the Recipient, its affiliates, contractors, licensees and lessees.<\/p>\n
\nmarket, and \u201ccommercialization\u201d has a corresponding meaning. Commercialization shall not
\ninclude any form of transfer of Plant Genetic Resources for Food and Agriculture under
\nDevelopment.<\/p>\n
\nThe Plant Genetic Resources for Food and Agriculture specified in Annex 1 to this
\nAgreement (hereinafter referred to as the \u201cMaterial\u201d) and the available related information
\nreferred to in Article 5b and in Annex 1 are hereby transferred from the Provider to the Recipient
\nsubject to the terms and conditions set out in this Agreement.<\/p>\n
\n4.1 This Agreement is entered into within the framework of the Multilateral System and
\nshall be implemented and interpreted in accordance with the objectives and provisions of the
\nTreaty.<\/p>\n
\nprocedures, that have been adopted by the Contracting Parties to the Treaty, in conformity with
\nthe Treaty, in particular those taken in conformity with Articles 4, 12.2 and 12.5 of the Treaty.9<\/p>\n
\nUnited Nations acting on behalf of the Governing Body of the Treaty and its Multilateral
\nSystem, is the third party beneficiary under this Agreement.<\/p>\n
\nin Articles 5e, 6.5c, 8.3, Annex 2, [OPTION 1 paragraph 5] \/ [OPTION 2 paragraph 3], and
\nAnnex 3, Article 3, to this Agreement.<\/p>\n
\ndo not prevent the Provider and the Recipient from exercising their rights under this
\nAgreement.<\/p>\n
\nThe Provider undertakes that the Material is transferred in accordance with the following
\nprovisions of the Treaty:
\na) Access shall be accorded expeditiously, without the need to track individual
\naccessions and free of charge, or, when a fee is charged, it shall not exceed the
\nminimal cost involved;<\/p>\n
\navailable non-confidential descriptive information, shall be made available with the
\nPlant Genetic Resources for Food and Agriculture provided;<\/p>\n
\nDevelopment, including material being developed by farmers, shall be at the
\ndiscretion of its developer, during the period of its development;<\/p>\n
\nintellectual and other property rights shall be consistent with relevant international
\nagreements, and with relevant national laws;<\/p>\n
\nyears, or within an interval that shall be, from time to time, decided by the
\nGoverning Body, about the Material Transfer Agreements entered into,
\neither by:
\nOption A: Transmitting a copy of the completed Standard Material Transfer
\nAgreement,
\nor
\nOption B. In the event that a copy of the Standard Material Transfer Agreement is
\nnot transmitted,<\/p>\n
\nthe disposal of the third party beneficiary as and when needed;
\nii. stating where the Standard Material Transfer Agreement in question is
\nstored, and how it may be obtained; and
\niii. providing the following information:<\/p>\n
\nTransfer Agreement by the Provider;
\nb) The name and address of the Provider;
\nc) The date on which the Provider agreed to or accepted the Standard
\nMaterial Transfer Agreement, and in the case of shrink-wrap, the date
\non which the shipment was sent;
\nd) The name and address of the Recipient, and in the case of a shrinkwrap agreement, the name of the person to whom the shipment was made;
\ne) The identification of each accession in Annex 1 to the Standard
\nMaterial Transfer Agreement, and of the crop to which it belongs.
\nThis information shall be made available by the Governing Body to the third party
\nbeneficiary.<\/p>\n
\n6.1 The Recipient undertakes that the Material shall be used or conserved only for the
\npurposes of research, breeding and training for food and agriculture. Such purposes shall not
\ninclude chemical, pharmaceutical and\/or other non-food\/feed industrial uses.<\/p>\n
\ncountry of origin of the Material may, on presentation of prima facie evidence of such illegal use,
\naward damages against the Recipient to the value of USD25 million or ten times the Recipient\u2019s
\nannual turnover, whichever is higher. The Recipient agrees that it shall not oppose enforcement of
\nsuch damage by a competent court in the jurisdiction, where its main business identity is registered.]<\/p>\n
\nfacilitated access to the Material provided under this Agreement, or its genetic parts or
\ncomponents, in the form received from the Multilateral System.<\/p>\n
\nfacilitated access to the Material provided under this Agreement, or its genetic parts or
\ncomponents, in the form received from the Multilateral System, or that limit Farmers\u2019 Rights to
\nsave, use, exchange and sell seed and propagating material of the provided Material.]<\/p>\n
\ncourt in the country of origin of the Material may on presentation of prima facie evidence of
\nsuch claims award damages against the Recipient to the value of USD25 million or ten times the
\nRecipient\u2019s annual turnover, whichever is higher, and declare the IP or other right forfeited to the
\ncountry of origin.]<\/p>\n
\nthe Material, and the related information referred to in Article 5b, available to the Multilateral
\nSystem using the Standard Material Transfer Agreement.<\/p>\n
\nanother person or entity (hereinafter referred to as \u201cthe subsequent recipient\u201d), the Recipient
\nshall<\/p>\n
\nthrough a new material transfer agreement; and
\nb) notify the Governing Body, in accordance with Article 5e.<\/p>\n
\nof the subsequent recipient.<\/p>\n
\nAgriculture under Development to another person or entity, the Recipient shall[, until a period
\nof [x] years after signing of this Agreement has lapsed]:<\/p>\n
\nthrough a new material transfer agreement, provided that Article 5a of the Standard
\nMaterial Transfer Agreement shall not apply;
\nb) identify, in Annex 1 to the new material transfer agreement, the Material received
\nfrom the Multilateral System, and specify that the Plant Genetic Resources for
\nFood and Agriculture under Development being transferred are derived from the
\nMaterial;
\nc) notify the Governing Body, in accordance with Article 5e; and
\nd) have no further obligations regarding the actions of any subsequent recipient.
\ne) [The obligations in this Article 6.5 do not apply to Plant Genetic Resources for
\nFood and Agriculture under Development, of which the theoretical proportion of
\ngermplasm from the Material is sufficiently low, because at least five generations of
\ncrossing have been made.]<\/p>\n
\nprejudice to the right of the parties to attach additional conditions, relating to further product
\ndevelopment, including, as appropriate, the payment of monetary consideration.<\/p>\n
\nconditions of the Subscription System, as set out in Annex 3 of this Agreement, which
\nconstitute and integral part of this Agreement. Any reference to this Agreement shall be
\nunderstood, where the context permits and mutatis mutandis, to also include Annex 3. ]
\nOR<\/p>\n
\nacceptance of this Agreement for the Subscription System, as set out in Annex 3 to this
\nAgreement, by returning the Registration Form contained in Annex 4 to this Agreement, duly
\ncompleted and signed, to the Governing Body of the Treaty, through its Secretary[, or by
\nsignifying acceptance through EasySMTA] (\u201cSubscription\u201d). [If the Registration Form is not
\nreturned to the Secretary, [or acceptance not signified through EasySMTA], within this period, the
\nmodality of payment specified in Articles 6.7 and 6.8 will apply], unless the Recipient has already
\nopted for the Subscription System earlier.]<\/p>\n
\nSubscription System, as set out in Annex 3 to this Agreement, apply. In this case, Annex 3 to this
\nAgreement constitutes an integral part of this Agreement and any reference to this Agreement
\nshall be understood, where the context permits and mutatis mutandis, to also include Annex 3.]<\/p>\n
\npayment obligations with regard to the Material received, during the term of the Subscription,
\nand the Product that incorporates the Material, other than the payment obligations provided for
\nunder the Subscription System.<\/p>\n
\nResource for Food and Agriculture and that incorporates Material as referred to in Article 3 of
\nthis Agreement, and where such Product is not available without restriction to others for
\nfurther research and breeding, the Recipient shall pay [for a period of [x] years] a fixed
\npercentage of the Sales of the commercialized Product into the mechanism established by the
\nGoverning Body for this purpose, in accordance with Annex 2 [OPTION 1] to this Agreement.<\/p>\n
\nResource for Food and Agriculture and that incorporates Material as referred to in Article 3 of
\nthis Agreement and where that Product is available without restriction to others for further
\nresearch and breeding, the Recipient shall pay [for a period of [x] years] a [lower] fixed
\npercentage of the Sales of the commercialized Product into the mechanism established by the
\nGoverning Body for this purpose, in accordance with Annex 2 [OPTION 1] to this Agreement.]
\nOR<\/p>\n
\nResource for Food and Agriculture and that incorporates Material as referred to in Article 3 of
\nthis Agreement, and where such Product is not available without restriction to others for
\nfurther research and breeding, the Recipient shall pay [, for a period of 20 years,] a fixed
\npercentage of the Sales of the commercialized Product into the mechanism established by the
\nGoverning Body for this purpose, in accordance with Annex 2 [OPTION 2] to this Agreement.]<\/p>\n
\nResource for Food and Agriculture and that incorporates Material as referred to in Article 3 of
\nthis Agreement and where that Product is available without restriction to others for further
\nresearch and breeding, the Recipient is encouraged to make voluntary payments into the
\nmechanism established by the Governing Body for this purpose in accordance with Annex 2
\n[OPTION 2] to this Agreement.]]<\/p>\n
\nsystem provided for in Article 17 of the Treaty, all non-confidential information that results from
\nresearch and development carried out on the Material, and is encouraged to share through the
\nMultilateral System non-monetary benefits expressly identified in Article 13.2 of the Treaty
\nthat result from such research and development. After the expiry or abandonment of the
\nprotection period of an intellectual property right on a Product that incorporates the Material,
\nthe Recipient is encouraged to place a sample of this Product into a collection that is part of the
\nMultilateral System, for research and breeding.]<\/p>\n
\nthe Material or its components, obtained from the Multilateral System, and assigns such
\nintellectual property rights to a third party, shall transfer the benefit-sharing obligations of this
\nAgreement to that third party.<\/p>\n
\nThe applicable law shall be the General Principles of Law, including the UNIDROIT Principles
\nof International Commercial Contracts 2010 and as subsequently updated, the objectives and the
\nrelevant provisions of the Treaty, and, when necessary for interpretation, the decisions of the
\nGoverning Body.<\/p>\n
\n8.1 Dispute settlement may be initiated by the Provider or the Recipient or the third party
\nbeneficiary acting on behalf of the Governing Body of the Treaty and its Multilateral System.<\/p>\n
\nUnited Nations, representing the Governing Body and the Multilateral System, has the right, as
\na third party beneficiary, to initiate dispute settlement procedures regarding rights and obligations
\nof the Provider and the Recipient under this Agreement.<\/p>\n
\nincluding samples as necessary, be made available by the Provider and the Recipient, regarding
\ntheir obligations in the context of this Agreement. Any information or samples so requested shall
\nbe provided by the Provider and the Recipient, as the case may be.<\/p>\n
\nby negotiation.
\nb) Mediation: If the dispute is not resolved by negotiation, the parties may choose mediation
\nthrough a neutral third party mediator, to be mutually agreed.
\nc) Arbitration: If the dispute has not been settled by negotiation or mediation, any party may
\nsubmit the dispute for arbitration under the Arbitration Rules of an international body as
\nagreed by the parties to the dispute. Failing such agreement, the dispute shall be finally
\nsettled under the Rules of Arbitration of the International Chamber of Commerce, by one
\nor more arbitrators appointed in accordance with the said Rules. Either party to the
\ndispute may, if it so chooses, appoint its arbitrator from such list of experts as the
\nGoverning Body may establish for this purpose; both parties, or the arbitrators appointed
\nby them, may agree to appoint a sole arbitrator, or presiding arbitrator as the case may be,
\nfrom such list of experts. The result of such arbitration shall be binding.<\/p>\n
\nWarranty<\/strong>
\n9.1 The Provider makes no warranties in this Agreement as to the safety of or title to the
\nMaterial, nor as to the accuracy or correctness of any passport or other data provided with the
\nMaterial. Neither does it make any warranties as to the quality, viability, or purity (genetic or
\nmechanical) of the Material being furnished. The phytosanitary condition of the Material is
\nwarranted only as described in any attached phytosanitary certificate. The Recipient assumes full
\nresponsibility for complying with the recipient nation\u2019s quarantine, invasive alien species and
\nbiosafety regulations and rules as to import or release of genetic material.<\/p>\n
\nGoverning Body through its Secretary, not less than [XX] years from the date of signing of this
\nAgreement by the Provider or the Recipient, whichever date is later, or from the date of
\nacceptance of this Agreement by the Recipient.<\/p>\n
\nin respect of which payment is due in accordance with Articles 6.7 and 6.8 and Annex 2 of this
\nAgreement, such payment shall continue while that Product is commercialized.]<\/p>\n
\nuse or transfer the Material. In case the Recipient still has any Material in its possession, the
\nRecipient shall contact the Provider or any other designated MLS provider to effect the return or
\ntransfer of the possession of the Material. Termination of this Agreement shall not affect the
\nrights and obligations of the Recipient with regard to both the Plant Genetic Resources for
\nFood and Agriculture under Development as well as the Products. Articles [6.1, 6.2, 6.5, 6.6,
\n6.7, 6.8, 6.9 and 6.10] shall therefore, even after this Agreement has been terminated, remain
\napplicable for an indefinite period of time, unless the specific Article itself mentions a limited
\nperiod of applicability.]<\/p>\n
\napply.]<\/strong><\/p>\n
\n[9.5 If the Governing Body decides to amend the terms and conditions of the Standard
\nMaterial Transfer Agreement, such amendments shall only affect subsequently signed Standard
\nMaterial Transfer Agreements. This Agreement shall remain unchanged, unless the Recipient
\nexplicitly agrees in writing with the proposed amendments.]<\/p>\n
\nThe Provider and the Recipient may choose the method of acceptance unless either party
\nrequires this Agreement to be signed.<\/p>\n","protected":false},"excerpt":{"rendered":"