Terms and conditions for supply of Malaria Box
1. Scope
These terms and conditions, together with the MMV malaria box request form, constitute the agreement between MMV and the institution and/or individual requesting the malaria box (the “Requestor”), in respect of the transfer, handling and use of the compounds requested by the Requestor and supplied by MMV (the “Malaria Box Compounds”).
2. Purpose
Subject to clause 9 of these Terms and Conditions, MMV agrees that, upon submission of the malaria box request form it shall supply the requested Malaria Box Compounds free of charge to the Requestor.
3. Data publication
3.1 The Requestor agrees to share with MMV any Data resulting from research using the Malaria Box Compounds within two (2) years of such Data being produced or collected. Such Data shall be the sole property of the Requestor. The Requestor may request an extension of these two years in order to secure patent or other proprietary protection. For the purposes of this clause 3.1, Data shall mean all data, results, reports or other works in the field of discovery and research of drugs for the treatment and/or prophylaxis of malaria and/or other neglected tropical diseases which may be made, authored or conceived by the Requestor as a result of research using the requested Malaria Box Compounds.
3.2 MMV encourages the Requestor to publish and/or submit into the public domain any data resulting from research using the requested Malaria Box Compounds within two (2) years of such data being produced or collected.
4. Use of Name
4.1 The Requestor agrees to let MMV use its name and contact details on its Malaria Box website and in other Malaria Box promotional material.
5. Restrictions
5.1 The Requestor agrees not to use the Malaria Box Compounds for any purpose other than in vitro research purposes. The Requestor agrees that the Malaria Box Compounds shall not be used in humans.
5.2 The Requestor undertakes not to use the Malaria Box Compounds for any commercial purpose whatsoever.
5.3 The Requestor shall not transfer or assign to a third party any of the requested Malaria Box Compounds to which it has access by virtue of these Terms and Conditions, without the prior written consent of MMV.
6. Representations and warranties
6.1 The Requestor represents that it shall conduct all research, store, handle, use, and dispose of the Malaria Box Compound(s), and all biological, chemical, and waste materials used and generated hereunder in compliance with generally-accepted professional scientific standards and practices, and according to all applicable federal, state, and local laws, regulations and guidelines including, but not limited to, all safety and environmental standards and requirements.
6.2 Each Party warrants and represents that the terms of this Agreement are valid and binding obligations upon them and are not inconsistent with any other contractual and/or legal obligations they may have, or each Party’s policies or the policies of a company with which they are associated.
7. Limitation of Liability
7.1 The Malaria Box Compounds are supplied to the Requestor by MMV on an “AS IS” basis. MMV makes no representation or warranty, express or implied, of whatsoever nature as to the fitness for purpose (including but not limited to purity, structural accuracy, plate mapping) of the Malaria Box Compounds, or of any associated biological data, and MMV shall not in any way be liable to the Requestor.
7.2 MMV shall not be liable for any misuse of the Malaria Box Compounds by the Requestor.
7.3 The Requestor shall be solely responsible for the choice of screens, tests and/or other research that it decides to perform on the Compounds. In the event several Requestors perform similar screens, tests and/or carry out similar or overlapping research on any of the Compounds, MMV shall not be liable for any losses and/or damages that may be sustained by any such Requestor as a result of such duplication or overlap in testing and research.
8. Indemnification
The Requestor agrees to indemnify and hold harmless MMV from and against any and all liability, losses, claims of injury or damages, and expenses (including reasonable attorneys' fees), arising out of (a) any failure by the Requestor strictly to adhere to the generally-accepted professional scientific standards and practices, Safety Information, and instructions or other precautions for the Malaria Box Compound(s), and/or (b) any willful or negligent act or omission in the performance of the Requestor’s obligations under these Terms and Conditions, and/or (c) any other noncompliance or breach of these Terms and Conditions.
9. Term
These Terms and Conditions shall remain in force for the duration of the life of the requested Malaria Box Compounds contained in the plate provided by MMV.
10. Reservation of rights
MMV reserves the discretionary right not to supply the MMV malaria box or any of the Malaria Box Compounds to a potential Requestor.
11. Governing law and jurisdiction
These Terms and Conditions shall be governed by and construed in accordance with the laws of Switzerland, excluding its conflict of laws principles. Notwithstanding the above, the parties shall have the right to seek and enforce injunctive relief in courts of appropriate jurisdiction.
