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THERMOLOSE TECHNOLOGIES, INC.

MATERIALS EVALUATION AGREEMENT

THIS AGREEMENT, effective upon the date of last signature herein (the “EFFECTIVE
DATE”), by and between Thermolose Technologies, Inc. (hereinafter referred to as
“Thermolose”), a corporation duly organized and existing under the laws of the State of
Delaware and having its principal place of business at 1981 Pine Hall Drive, State College, PA
16801, and Company, a corporation organized under the laws of the State of _______________
(hereinafter referred to as “Company”) having its principal office at ______________________
___________________________________.

WITNESSETH

WHEREAS, Thermolose owns various inventions in the area of fire retardancy


(hereinafter collectively the INVENTION”);

WHEREAS, a number of U.S. and foreign patent applications have been filed that cover
certain aspects of the INVENTION and the MATERIALS (defined hereinafter) and are the
intellectual property of Thermolose;

WHEREAS, Company represents that it has an interest in commercializing certain


products covered by INVENTION;

WHEREAS, Company desires to perform an evaluation of the INVENTION and related


MATERIALS as disclosed to Company pursuant to this Agreement in order to assess its interest
in commercializing the INVENTION through a field limited license;

WHEREAS, Company is willing to accept possession of MATERIALS and related


information covered by INVENTION pursuant to the terms and conditions of the Agreement
and Thermolose is willing to grant temporary possession of MATERIALS to Company upon the
terms and conditions of this Agreement;

NOW THEREFORE, the parties hereto, in consideration of the mutual covenants and
promises set forth in this Agreement, and with the intent to be legally bound, agree to the
following terms and conditions:

1. Definitions.

1.1 The term “Potential Company Applications” shall mean the use of MATERIALS
and INVENTION for the following purpose:

_________________________________________________________________
_________________________________________________________________

MCQB.1599.111102
1.2 The term “PATENT RIGHTS” shall mean all of the Thermolose Intellectual
Property listed in Appendix B, any foreign counterparts thereto, any patents
issuing with respect to any of the foregoing, and all reissues, extensions,
divisional applications, continuations, renewals, patents of addition of, or
substitutions for, same.

1.3 The term “MATERIALS” shall mean the following:

_________________________________________________________________
_________________________________________________________________

2. Confidential Relationship. Pursuant to the terms set forth below, Thermolose shall
provide to Company the amount of MATERIALS according to the schedule and terms
set forth in Appendix D. Upon receipt of MATERIALS by Company, a confidential
relationship shall exist. Company shall receive the MATERIALS in confidence and
agrees not to distribute or release them to others not employed by Company, or to take or
send the MATERIALS to any non-Company location, without the written permission of
Thermolose. Only those Company employees who have a direct need to know will be
given access to MATERIALS and INVENTIONS.

3. License to Use and Possess. This Agreement and the resulting transfer of the
MATERIALS constitute a non-exclusive, non-transferable license to Company to use
MATERIALS solely for its internal evaluation of the INVENTION and MATERIALS
for the Potential Company Applications, and for no other purpose. This Agreement does
not imply or infer any commercial license. It is understood that no other license to the
MATERIALS, or any other material or method that could not have been made but for
Company’s access to MATERIALS, or to their use, is granted or implied as a result of
Thermolose’s transmission of the MATERIALS to Company. The MATERIALS will
not be used in research that is subject to consulting or licensing obligations of any third
party without Thermolose’s prior written consent.

4. Restricted Use. Company shall not sell, disclose, or otherwise transfer to any other
party, for any other purpose or use, the MATERIALS, method(s) of using the
MATERIALS, or any other material or method that could not have been made or
developed but for the MATERIALS, whether with or without consideration.

5. Intellectual Property Rights. Company recognizes the property rights of Thermolose


in INVENTION, PATENT RIGHTS, and the MATERIALS. Company shall not obtain,
or attempt to obtain patent coverage for the INVENTION, PATENT RIGHTS,
MATERIALS, or derivatives thereof that could not have been discovered or identified
but for Company’s evaluation under this Agreement. Upon Company’s completion of its
evaluation of the INVENTION and the MATERIALS, Company shall notify Thermolose
in writing whether or not Company wishes to secure a commercial license with respect to
any or all of same, specifically for the Potential Company Applications. If Company
elects to secure such a license, then all such negotiations shall be completed in a timely

MCQB.1599.111102
manner.

6. Compliance and Warranty. Company agrees to use the MATERIALS in compliance


with all applicable laws and regulations. COMPANY AGREES AND
UNDERSTANDS THE MATERIALS ARE EXPERIMENTAL IN NATURE AND
ARE PROVIDED TO COMPANY WITHOUT WARRANTY OF ANY SORT,
EXPRESS OR IMPLIED INCLUDING BUT NOT LIMITED TO WARRANTY OF
TITLE, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE.
THERMOLOSE MAKES NO REPRESENTATION HEREIN THAT THE USE OF
THE MATERIALS WILL NOT INFRINGE ANY PATENT OR OTHER
PROPRIETARY RIGHT OF ANY THIRD PARTY. Company agrees to indemnify
and hold harmless Thermolose from any claims or liabilities which might arise as a result
of Company’s internal use of or reliance upon the INVENTION and the MATERIALS
hereunder.

7. Title to the Invention and the Materials. Company expressly agrees that title to the
INVENTION and MATERIALS remains with Thermolose and Company’s receipt of the
MATERIALS under this Agreement constitutes a bailment thereof for the parties’ mutual
benefit solely for the purposes stated herein.

8. Term. Company shall complete its evaluation within _____ (___) months of receipt of
the MATERIALS. At the end of the above time period, Company shall, upon the request
of Thermolose, either return to Thermolose or destroy all unconsumed MATERIALS
disclosed to Company pursuant to this Agreement, and return all written materials
regarding INVENTION.

9. Results of Evaluation. Company agrees to promptly provide Thermolose with written


reports during the course of the evaluation concerning the results of any evaluation of the
MATERIALS conducted by or for Company. Thermolose shall be provided with copies
of all non-proprietary data and research results generated by Company as a result of its
evaluation thereunder sufficient to enable Thermolose to discern the efficacy of
MATERIALS and INVENTION for the Potential Company Applications. Thermolose
shall have the right to use said data and results, without further obligation to Company,
except that Thermolose shall not disclose any data or information regarding Company’s
proprietary information.

10. Freedom from Restriction. Except as set forth in Paragraph 3, this Agreement shall not
be construed to grant to Company any express or implied license to the INVENTION or
MATERIALS disclosed hereunder. Nothing contained in this Agreement shall be
construed to obligate Thermolose to refrain, at any time, from (1) disclosing any
information or data relating to the INVENTION to any third party or (2) entering into a
similar agreement with any third party.

MCQB.1599.111102
11. Payment. Company agrees to pay to Thermolose within 30 days of the effective date of
this Agreement, a paid-up, nonrefundable, noncreditable fee in the total amount of
_________dollars ($___00.00) for the rights conveyed in this agreement.

12. Assignment. This Agreement shall not be assigned by either party hereto.

13. Entire Agreement. This Agreement represents the entire understanding and agreement
of the parties relating to the INVENTION and the MATERIALS and PATENT RIGHTS
and any and all prior oral or written understandings and agreements with respect thereto
are superseded by this document.

14. Recitals. The recitals to this Agreement are incorporated herein.

MCQB.1599.111102
IN WITNESS WHEREOF, the Parties have each caused their duly authorized
representative to execute this Materials Evaluation Agreement as of the EFFECTIVE DATE.

Company

By:

Name:

Title:

Date:

Thermolose Technologies, Inc.

By:

Name:

Title:

Date:

MCQB.1599.111102