MATERIAL USE AGREEMENT
(Type Purdue PI Name) of Purdue University,
610 Purdue Mall, West Lafayette, IN 47907-2040, 765-494-3863, firstname.lastname@example.org
(hereinafter collectively called “Purdue”) desires to obtain
(Type Description of Material(s))
together with all progeny and unmodified derivatives (hereinafter, collectively called “Materials”) developed at
(Type Provider Istitution/Company Name) (hereinafter called “Provider”) to undertake research studies.
Provider is willing to provide such Materials under the following terms and conditions:
1. Provider retains sole ownership of the Materials. Any use of the Materials for commercial purposes shall
require a separate agreement between Purdue and Provider setting forth the terms of such commercial use.
2. Substances created by Purdue which contain or incorporate the Materials thereof shall be defined as
“Modifications.” Ownership of Modifications shall be determined according to appropriate U.S.
3. Purdue shall use Materials only for:
(Type Purpose/Reason for use).
4. The Materials shall be used only by Purdue and individuals working under the Purdue’s supervision.
Purdue shall remain in control of and not transfer any Materials to any third party without prior written
approval of Provider. The sharing of confidential and/or proprietary technical data is not authorized or
subject to the terms of this Agreement. If applicable, Provider agrees to provide export control
classification numbers (“ECCN”) of materials prior to shipping.
5. Purdue shall not use Materials in research that is subject to consulting or licensing obligations to any third
party without prior written approval of Provider.
6. Materials shall be used in compliance with all applicable State and Federal laws and regulations and
National Institute of Health (NIH) guidelines in regard to human and/or animal uses.
7. Purdue will periodically or upon request inform Provider of research results related to Materials and will
provide Provider with a copy of all data and information describing the results of such research prior to any
8. Purdue agrees that it will not under any circumstances advertise or otherwise state or imply that Provider
has developed, tested or approved Materials. If publication results from the use of the Materials, Purdue
agrees to acknowledge Provider as the provider of the Materials and/or give credit to Provider scientists, as
scientifically appropriate, in its publications.
9. These Materials are provided for research purposes only. Provider disclaims WARRANTY OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND MAKES NO
WARRANTY, EXPRESSED OR IMPLIED, OR ANY OTHER WARRANTY, EXPRESSED OR
IMPLIED. It is understood that Provider and its employees and agents have no liability in connection with
such Materials or its use. Purdue shall indemnify Provider and its employees and agents and hold them
harmless including attorneys’ fees against any claims or suits of any type arising out of Purdue’s use of the
Materials provided under this Agreement, except when such claims result from the gross negligence or
willful misconduct on the part of Provider. Provider makes no representation that Purdue’s use of Materials
will not infringe any patent or any right of any third party.
10. Nothing in this Agreement grants any rights under any patents or in any know-how of Provider nor any
rights to use the Materials or any product or process related thereto or derived therefrom (including
Modifications) for profit-making or commercial purposes.
11. Upon completion of the Purdue’s research project, or at the end of (Type number of months) months from
the date of this agreement, whichever occurs first, the Materials must be returned to Provider or destroyed
and a certified record of that destruction shall be provided to Provider in writing, or disposed of in some
other manner with prior written approval of Provider.
12. This Agreement shall be interpreted in accordance with the laws of the State of Indiana.
13. Purdue and Provider agree that any photocopy or facsimile copy of this fully-executed agreement shall have
the same legal force and effect as any copy bearing original signatures of Purdue and Provider.
14. This Agreement is valid and binding if, and only if, executed by Purdue within 30 days of date of signature
by the Provider Investigator and then fully executed by an authorized representative of Provider.
PROVIDER ACCEPTED BY PROVDER INVESTIGATOR
Print Name: ________________________ Print Name: ____________________________
Print Title: ________________________ Print Title: _____________________________
PURDUE UNIVERSITY ACCEPTED BY PURDUE UNIVERSITY INVESTIGATOR
Print Name: Print Name:
Print Title: Print Title: