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The Uniform Biological Material Transfer Agreement March 8, 1995, I. Definitions: 1. PROVIDER: Organization providing the ORIGINAL MATERIAL. The name and address of this party will be specified in
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ORIGINAL MATERIAL: Material obtained directly from the PROVIDER by, or on order of, the PROCESSOR. In an implementing letter, the name and address of the PROVIDER and their respective scientists will be listed with each item of the ORIGINAL MATERIAL provided to the RECIPIENT SCIENTIST. SECTION 2. PROTECTION.  3.1.  The PROVIDER SCIENTIST and the RECIPIENT SCIENTIST agree that they will (a) keep their respective names and signatures on any correspondence regarding the process of (i) transferring the ORIGINAL MATERIAL, (ii) the process of making the ORIGINAL MATERIAL, or (iii) the preparation of the ORIGINAL MATERIAL, and will keep such correspondence confidential; and (b) not provide the ORIGINAL MATERIAL in whole or in part to any third-party or make any public statement concerning their use or disposition of the ORIGINAL MATERIAL or the RECIPIENT SCIENTIST's use or disposition of the ORIGINAL MATERIAL. 3.2.  The PROVIDER SCIENTIST and the RECIPIENT SCIENTIST agree that they will be responsible (a) for maintaining the confidentiality of their name, address and (b) for the disposition of their property. 3.3.  If a scientist is terminated by the PROVIDER for failure to meet the PROVIDER SCIENTIST's  submissions, the PROVIDER will promptly notify the SCIENTIST in writing. 3.4.  If a scientist is terminated by the PROVIDER for incompetence or malfeasance, or for (a) failure to cooperate, (b) improper conduct or violation of the PROVIDER Instruction, (c) a conflict of interest, or (d) other misconduct by the SCIENTIST, the PROVIDER will promptly notify the SCIENTIST in writing. The SCIENTIST must promptly notify the Provider, of any misconduct by the SCIENTIST. Section 3.4. (a) SCIENTISTS NOT AFFILIATED WITH THE PROVIDER.

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