Material Transfer Agreement

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生物材料转移协议(中英文双语版)

XXXXX生物材料转移协议本协议确定了关于提供方向接收方所供应的由研究人员研制的特定生物材料的规定，希望在本协议的条款和细则的约束下该材料使用于非商业性研究目的。

此材料转移协议（MTA）由__________________，即一家__________________类型的组织机构(接收方)，与XXXXX（提供方）签订。

此协议于各方最后签立之日起生效，并按以下条款与细则管辖生物材料的转移和使用。

一、定义1.提供方： XXXXX2.提供方科学家：______________3.接收方：______________4.接收方科学家：______________5.原始材料：______________6.材料：原始材料、后代和未改性衍生物，其中不包括（1）改性物质（2）由接收方使用材料创制的除了改性物质、后代和未改性衍生物之外的物质。

7.后代：指源自材料的未改性后代，如源自病毒的病毒、源自细胞的细胞、源自微生物的微生物。

8.未改性衍生物：指由接收方创造的各种物质，构成一种未改性的功能亚基或原始材料的表达产物，例如未改性细胞系的亚克隆、原始材料的纯化或分馏子集，由提供方所供DNA/RNA 表达的蛋白质，或由杂交瘤细胞系分泌的单克隆抗体。

9.改性物质：指接收方创制的、包含和（或）容纳材料的物质。

10.商业用途：指向营利性机构销售、出租、授权、转移材料或其改性物质，也包括接收方在内的任何机构使用材料进行合同研究、筛选化合物库、或制造供一般销售的产品，或进行研究行为，目的是向营利性机构销售、出租、授权、转移材料或改性物质。

但是，由企业赞助的学术性研究不应被认为是材料或改性物质的商业性用途，除非满足上述对商业用途所定义的情况。

二、协议条款1.提供方保留对材料的所有权，包括任何包含或混有改性物质的材料。

2.接收方对以下材料拥有所有权：（1）改性物质（提供方对其中所含生物材料的权利保留拥有全的情况除外）；（2）使用材料或改性物质创造的非后代、未改性衍生物及改性物质（即不包含原始材料、后代或未改性衍生物）。

Uniform Biological Material Transfer Agreement

INSTRUCTIONS FOR USING THE UBMTA IMPLEMENTING LETTERUCSF principal investigators can use this Uniform Biological Material Transfer Agreement (UBMTA) Implementing Letter if ALL of the following criteria are met:∙The recipient institution is a signatory to the master Uniform Biological Material Transfer Agreement. See the online List of Signatories to the Master UBMTA Agreement.∙The biological material to be transferred was developed in the providing PI’s lab at UCSF.∙There are no third party rights to the material.Notes:If the recipient institution is not on the Master UBMTA Agreement Signatories list, use the UCSF Non-Profit Outgoing MTA Template instead.If you are transferring human materials that may be linked to patient information, do not use this form and visit our MTA page for more information.How to Use this Form:1.Fill out the Original Material description and the Provider Scientist and RecipientScientist information.2.Send the MTA draft, without this instruction page, to the requestor for review andapproval.3.If the recipient’s technology transfer office has any changes or questions, refer them tomta@ for assistance.4.Once signed by all three parties, send a PDF copy of the executed MTA to mta@.UBMTA Implementing LetterThe purpose of this letter is to provide a record of the biological material transfer, to memorialize the agreement between the PROVIDER SCIENTIST (identified below) and the RECIPIENT SCIENTIST (identified below) to abide by all terms and conditions of the Uniform Biological Material Transfer Agreement (“UBMTA”) March 8, 1995, and to certify that the RECIPIENT (identified below) organization has accepted the terms of the UBMTA for this transfer. The RECIPIENT organization's Authorized Official also will sign this letter if the RECIPIENT SCIENTIST is not authorized to certify on behalf of the RECIPIENT organization. The RECIPIENT SCIENTIST (and the Authorized Official of RECIPIENT, if necessary) should sign both copies of this letter and return one signed copy to the PROVIDER. The PROVIDER SCIENTIST will forward the material to the RECIPIENT SCIENTIST upon receipt of the signed copy from the RECIPIENT organization.Please fill in all of the blank lines below:1. PROVIDER: Organization providing the ORIGINAL MATERIAL:Organization: The Regents of the University of California, acting through theUniversity of California San FranciscoAddress: Office of Innovation, Technology, and Alliances3333 California Street, Suite S-11San Francisco, CA 94143-1209Email: mta@2. RECIPIENT: Organization receiving the ORIGINAL MATERIAL:Organization:Address:3. ORIGINAL MATERIAL (Enter description):4. Termination date for this letter (optional):5. Transmittal Fee to reimburse the PROVIDER for preparation and distribution costs(optional). Amount:_________________.This Implementing Letter is effective when signed by all parties. The parties executing this Implementing Letter certify that their respective organizations have accepted and signed an unmodified copy of the UBMTA, and further agree to be bound by its terms, for the transfer specified above.PROVIDER SCIENTISTName:Title:Address:Signature:Date:RECIPIENT SCIENTISTName:Title:Address:Signature:Date:RECIPIENT ORGANIZATION CERTIFICATIONCertification: I hereby certify that the RECIPIENT organization has accepted and signed an unmodified copy of the UBMTA (May be the RECIPIENT SCIENTIST if authorized by the RECIPIENT organization):Authorized Official:Title:Address:Signature:Date:Uniform Biological Material Transfer AgreementI. Definitions:1. PROVIDER: Organization providing the ORIGINAL MATERIAL. The name and address of this party will be specified in an implementing letter.2. PROVIDER SCIENTIST: The name and address of this party will be specified in an implementing letter.3. RECIPIENT: Organization receiving the ORIGINAL MATERIAL. The name and address of this party will be specified in an implementing letter.4. RECIPIENT SCIENTIST: The name and address of this party will be specified in an implementing letter.5. ORIGINAL MATERIAL: The description of the material being transferred will be specified in an implementing letter.6. MATERIAL: ORIGINAL MATERIAL, PROGENY, and UNMODIFIED DERIVATIVES. The MATERIAL shall not include: (a) MODIFICATIONS, or (b) other substances created by the RECIPIENT through the use of the MATERIAL which are not MODIFICATIONS, PROGENY, or UNMODIFIED DERIVATIVES.7. PROGENY: Unmodified descendant from the MATERIAL, such as virus from virus, cell from cell, or organism from organism.8. UNMODIFIED DERIVATIVES: Substances created by the RECIPIENT which constitute an unmodified functional subunit or product expressed by the ORIGINAL MATERIAL. Some examples include: subclones of unmodified cell lines, purified or fractionated subsets of the ORIGINAL MATERIAL, proteins expressed by DNA/RNA supplied by the PROVIDER, or monoclonal antibodies secreted by a hybridoma cell line.9. MODIFICATIONS: Substances created by the RECIPIENT which contain/incorporate the MATERIAL.10. COMMERCIAL PURPOSES: The sale, lease, license, or other transfer of the MATERIAL or MODIFICATIONS to a for-profit organization. COMMERCIAL PURPOSES shall also include uses of the MATERIAL or MODIFICATIONS by any organization, including RECIPIENT, to perform contract research, to screen compound libraries, to produce or manufacture products for general sale, or to conduct research activities that result in any sale, lease, license, or transfer of the MATERIAL or MODIFICATIONS to a for-profit organization. However, industrially sponsored academic research shall not be considered a use of the MATERIAL or MODIFICATIONS for COMMERCIAL PURPOSES per se, unless any of the above conditions of this definition are met.11. NONPROFIT ORGANIZATION(S): A university or other institution of higher education or an organization of the type described in section 501( c)(3) of the Internal Revenue Code of 1954 (26 U.S.C. 501( c)) and exempt from taxation under section 501(a) of the Internal Revenue Code (26 U.S.C. 501(a)) or any nonprofit scientific or educational organization qualified under a state nonprofit organization statute. As used herein, the term also includes government agencies. II. Terms and Conditions of this Agreement:1. The PROVIDER retains ownership of the MATERIAL, including any MATERIAL contained or incorporated in MODIFICATIONS.2. The RECIPIENT retains ownership of: (a) MODIFICATIONS (except that, the PROVIDER retains ownership rights to the MATERIAL included therein), and (b) those substances created through the use of the MATERIAL or MODIFICATIONS, but which are not PROGENY, UNMODIFIED DERIVATIVES or MODIFICATIONS (i.e., do not contain the ORIGINAL MATERIAL, PROGENY, UNMODIFIED DERIVATIVES). If either 2 (a) or 2 (b) results from the collaborative efforts of the PROVIDER and the RECIPIENT, joint ownership may be negotiated.3. The RECIPIENT and the RECIPIENT SCIENTIST agree that the MATERIAL:a) is to be used solely for teaching and academic research purposes;b) will not be used in human subjects, in clinical trials, or for diagnostic purposes involving human subjects without the written consent of the PROVIDER;c) is to be used only at the RECIPIENT organization and only in the RECIPIENT SCIENTIST's laboratory under the direction of the RECIPIENT SCIENTIST or others working under his/her direct supervision; andd) will not be transferred to anyone else within the RECIPIENT organization without the prior written consent of the PROVIDER.4. The RECIPIENT and the RECIPIENT SCIENTIST agree to refer to the PROVIDER any request for the MATERIAL from anyone other than those persons working under the RECIPIENT SCIENTIST's direct supervision. To the extent supplies are available, the PROVIDER or the PROVIDER SCIENTIST agrees to make the MATERIAL available, under a separate implementing letter to this Agreement or other agreement having terms consistent with the terms of this Agreement, to other scientists (at leastthose at NONPROFIT ORGANIZATION(S)) who wish to replicate the RECIPIENT SCIENTIST's research; provided that such other scientists reimburse the PROVIDER for any costs relating to the preparation and distribution of the MATERIAL. 5. a) The RECIPIENT and/or the RECIPIENT SCIENTIST shall have the right, without restriction, to distribute substances created by the RECIPIENT through the use of the ORIGINAL MATERIAL only if those substances are not PROGENY, UNMODIFIED DERIVATIVES, or MODIFICATIONS.b) Under a separate implementing letter to this Agreement (or an agreement at least as protective of the PROVIDER's rights), the RECIPIENT may distribute MODIFICATIONS to NONPROFIT ORGANIZATION(S) for research and teaching purposes only.c) Without written consent from the PROVIDER, the RECIPIENT and/or the RECIPIENT SCIENTIST may NOT provide MODIFICATIONS for COMMERCIAL PURPOSES. It is recognized by the RECIPIENT that such COMMERCIAL PURPOSES may require a commercial license from the PROVIDER and the PROVIDER has no obligation to grant a commercial license to its ownership interest in the MATERIAL incorporated in the MODIFICATIONS. Nothing in this paragraph, however, shall prevent the RECIPIENT from granting commercial licenses under the RECIPIENT's intellectual property rights claiming such MODIFICATIONS, or methods of their manufacture or their use.6. The RECIPIENT acknowledges that the MATERIAL is or may be the subject of a patent application. Except as provided in this Agreement, no express or implied licenses or other rights are provided to the RECIPIENT under any patents, patent applications, trade secrets or other proprietary rights of the PROVIDER, including any altered forms of the MATERIAL made by the PROVIDER. In particular, no express or implied licenses or other rights are provided to use the MATERIAL, MODIFICATIONS, or any related patents of the PROVIDER for COMMERCIAL PURPOSES.7. If the RECIPIENT desires to use or license the MATERIAL or MODIFICATIONS for COMMERCIAL PURPOSES, the RECIPIENT agrees, in advance of such use, to negotiate in good faith with the PROVIDER to establish the terms of a commercial license. It is understood by the RECIPIENT that the PROVIDER shall have no obligation to grant such a license to the RECIPIENT, and may grant exclusive or non-exclusive commercial licenses to others, or sell or assign all or part of the rights in the MATERIAL to any third party(ies), subject to any pre-existing rights held by others and obligations to the Federal Government.8. The RECIPIENT is free to file patent application(s) claiming inventions made by the RECIPIENT through the use of the MATERIAL but agrees to notify the PROVIDER upon filing a patent application claiming MODIFICATIONS or method(s) of manufacture or use(s) of the MATERIAL.9. Any MATERIAL delivered pursuant to this Agreement is understood to be experimental in nature and may have hazardous properties. The PROVIDER MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED.PARTICULAR PURPOSE, OR THAT THE USE OF THE MATERIAL WILL NOT INFRINGE ANY PATENT, COPYRIGHT, TRADEMARK, OR OTHER PROPRIETARY RIGHTS.10. Except to the extent prohibited by law, the RECIPIENT assumes all liability for damages which may arise from its use, storage or disposal of the MATERIAL. The PROVIDER will not be liable to the RECIPIENT for any loss, claim or demand made by the RECIPIENT, or made against the RECIPIENT by any other party, due to or arising from the use of the MATERIAL by the RECIPIENT, except to the extent permitted by law when caused by the gross negligence or willful misconduct of the PROVIDER.11. This agreement shall not be interpreted to prevent or delay publication of research findings resulting from the use of the MATERIAL or the MODIFICATIONS. The RECIPIENT SCIENTIST agrees to provide appropriate acknowledgment of the source of the MATERIAL in all publications.12. The RECIPIENT agrees to use the MATERIAL in compliance with all applicable statutes and regulations, including Public Health Service and National Institutes of Health regulations and guidelines such as, for example, those relating to research involving the use of animals or recombinant DNA.13. This Agreement will terminate on the earliest of the following dates: (a) when the MATERIAL becomes generally available from third parties, for example, though reagent catalogs or public depositories or (b) on completion of the RECIPIENT's current research with the MATERIAL, or ( c) on thirty (30) days written notice by either party to the other, or (d) on the date specified in an implementing letter, provided that:i) if termination should occur under 13(a), the RECIPIENT shall be bound to the PROVIDER by the least restrictive terms applicable to the MATERIAL obtained from the then-available resources; andii) if termination should occur under 13(b) or (d) above, the RECIPIENT will discontinue its use of the MATERIAL and will, upon direction of the PROVIDER, return or destroy any remaining MATERIAL. The RECIPIENT, at its discretion, will also either destroy the MODIFICATIONS or remain bound by the terms of this agreement as they apply to MODIFICATIONS; andiii) in the event the PROVIDER terminates this Agreement under 13( c) other than for breach of this Agreement or for cause such as an imminent health risk or patent infringement, the PROVIDER will defer the effective date of termination for a period of up to one year, upon request from the RECIPIENT, to permit completion of research in progress. Upon the effective date of termination, or if requested, the deferred effective date of termination, RECIPIENT will discontinue its use of the MATERIAL and will, upon direction of the PROVIDER, return or destroy any remaining MATERIAL. The RECIPIENT, at its discretion, will also either destroy the MODIFICATIONS or remain bound by the terms of this agreement as they apply to MODIFICATIONS.14. Paragraphs 6, 9 and 10 shall survive termination.15. The MATERIAL is provided at no cost, or with an optional transmittal fee solely to reimburse the PROVIDER for its preparation and distribution costs. If a fee is requested by the PROVIDER, the amount will be indicated in an implementing letter.。

生物材料转移协议中英文双语版

本协议所涉及的生物材料（以下称为“标的物”）如下：
The biological materials involved in this Agreement (hereinafter referred to as the "Subject Matter") are as follows:
[详细描述生物材料的种类、数量、质量标准、用途等]
2.履行地点：
The Subject Matter shall be delivered and the services shall be performed at the following location:
[Specify the location for delivery/performance]
2.生效时间：
The effective date of this Agreement shall be [Effective Date].
3.变更：
Any amendment or modification of this Agreement shall be valid only if made in writing and signed by both Parties.
-乙方应在合同约定的范围内行使权利，不得超出约定范围使用标的物。
- Party B shall exercise its rights within the scope agreed upon and shall not use the Subject Matter beyond the agreed scope.
3.违约通知与补救措施：
In the event of a breach, the non-defaulting Party shall promptly notify the defaulting Party in writing. The defaulting Party shall have a [specific time frame] to rectify the breach and take appropriate remedial measures.

TransitionAgreement转移合同.doc

Transition Agreement转移合同-AGREEMENT dated _________,_________,_________(M,D,Y) between AAA, Inc., a _________(STATE) corporation (the Corporation ) and _________(the Executive ). Unless otherwise indicated, terms used herein and defined in Schedule A shall have the meanings assigned to them in Schedule A.WHEREAS, the BBB Group desires to continue to attract and retain skilled and dedicated management employees, consistent with achieving the best possible price for its stockholders in any transition period or change in ownership and control of the Corporation;WHEREAS, the Executive has specific duties and unique talents which are of benefit to the BBB Group both presently and in any transition period;WHEREAS, the BBB Group and the Executive desire that the Executive be free of any conflict of interest with regard to the performance of the Executive’s duties in evaluating any proposed change in ownership or control;NOW, THEREFORE, it is agreed as follows:1. The BBB Group currently employs the Executive as _________,CCC, Inc. upon the terms and conditions currently reflected in the Executive’s personnel file or in various minutes of the Board.2. This Agreement shall become effective on the date hereof and shall terminate on the second [third for Mr. _________] anniversary of the occurrence of a Change of Control Event; PROVIDED, HOWEVER, that no benefits shall be payable or accrue pursuant to this Agreement prior to the occurrence of a Change of Control Event.3. During the two [three for Mr. _________] year period followinga Change of Control Event, so long as the Executive remains employed by the BBB Group he shall devote his full time, attention, and energies to the business of the BBB Group and shall not engage in any other business activity whether or not such business activity is pursued for gain, profit, or other pecuniary advantage; but this shall not be construed as preventing the Executive from (a) investing the Executive’s assets in such form or manner as will not materia lly affect the Executive’s ability to perform his duties and obligations to the BBB Group; or (b) continuing to serve as a director of any corporation of which he was a director immediately prior to the Change of Control Event. The Executive agrees that once a Change of Control Event occurs he will not voluntarily terminate hisemployment with the BBB Group until ten days after such Change of Control Event has occurred.4. The BBB Group agrees that following a Change of Control Event no termination of t he Executive’s employment with the BBB Group will be effective, unless it provides the Executive ten days prior written notice of such termination; PROVIDED, HOWEVER, that any Termination by the Executive shall provide the BBB Group Employer with ten days prior written notice. The Executive may waive the notice requirement for the BBB Group.5. The Executive recognizes and acknowledges that the list of the BBB Group’s customers, its product plans, forecasts and financial information, as well as other confidential information, as it may exist from time to time, is valuable, special, and unique asset of the BBB Group’s business. The Executive will not, during or after the term of the Executive’s employment, disclose any such information or any part thereof to any person, firm, corporation, association, or other entity for any reason or purpose whatsoever. In the event of a breach or threatened breach by the Executive of the provisions of this section, the BBB Group shall be entitled to an injunction restraining the Executive from disclosing, in whole or in part, this information. The BBB Group will be free to pursue any other remedies as may in its discretion be deemed appropriate under the circumstances.6. Upon the happening of a Change of Control Event, the BBB Group agrees, while the Executive is employed hereunder, to continue the Compensation of the Executive at a level, comparable in the aggregate, to that immediately preceding the Change of Control Event.7.(a)(i) The Executive shall be entitled to receive upon Termination a lump-sum payment equal to the product of three multiplied by the sum of:(A) the Executive’s highest annual rate of salary during the five year period preceding the Executive’s termination of employment with the BBB Group;(B) the highest annual bonus paid to or accrued for the benefit ofthe Executive during the five year period preceding the Executive’s termination of employment with the BBB Group under any bonus plan, program, or arrangement of the BBB Group which the BBB Group Employer maintains or has adopted; and(C) the product of 4 times the last quarterly payment, prior to the Change of Control Event, paid to the Executive by the BBB Group, to the extent such payment was paid by the BBB Group in lieu of providing the Executive with various fringe benefits (the Perquisite Payment ).In addition, if Executive has attained age 55 prior to the date of Termination, the Executive shall receive an additional amount, in lieu of any post-retirement life insurance, equal to his annual base salary, at its then current rate.(ii) In addition, the BBB Group shall, at the time the 10 day written notice prior to Termination is given, cause:(A) the Executive to be fully and immediately vested in his accrued benefit and any minimum years of service requirement will be deemed to have been satisfied under: the CCC RetirementSavings Plan for Salaried Employees, the Retirement Annuity Plan for Salaried Employees of CCC, the CCC Pension Benefit Restoration Plan, the CCC Supplemental Executive Retirement Plan, and any other pension or retirement plan in which Executive was entitled to participate at the time of the Change of Control Event or at any time prior to Termination;(B) all restricted stock awards made to the Executive to be fully and immediately vested;(C) all stock options granted pursuant to the CCC, Inc. _________(YEAR) Stock Option Plan and any successor or predecessor plan, to be fully vested and become immediately exercisable;(D) all performance or other awards granted to the Executive pursuant to any BBB long-term incentive plan to be fully and immediately vested, as if all performance requirements have been satisfied; and(E) the BBB Group Employer to pay to Executive an amount in respect of any bonus under a short-term incentive or other annualbonus plan of the BBB Group equal to the higher of (a) Executive’s target bonus for the year of Termination, or (b) the bonus Executive received in the year prior to the Change of Control Event, which amount shall be pro-rated by a fraction, the numerator of which is the number of days elapsed in the BBB Group’s fiscal year on the date of Termination and the denominator of which is 365.(iii) The Executive will also receive, for a period of three years from the date of Termination: use of professional outplacement services by qualified consultants retained at the expense of the BBB Group Employer; and(iv) Furthermore, unless the Perquisite Payment was substituted for the following, the Executive shall also receive a cash lump sum payment, calculated so as to equal the fair market value of three years of benefits, for:(A) automobiles and vehicles (or allowance in respect thereof) to which he was entitled either prior to the Change of Control Event or prior to Termination; and(B) all amounts in respect of club, association or similar fees anddues covering such Executive to which he was entitled either prior to the Change of Control Event or prior to Termination.(v) The Executive shall also be entitled to all amounts earned or accrued through the date of Termination but not paid as of such date, including base salary, reimbursement for reasonable and necessary expenses incurred by the Executive on behalf of the BBB Group during the period ending on the date of Termination, vacation pay, and sick leave (collectively, Accrued Compensation ).(vi) All amounts payable pursuant to this Section 7(a) of this Agreement shall be paid to the Executive within 10 days following the date of Termination and all other benefits provided pursuant this Section 7(a) shall be provided or begun, as the case may be, on the date of Termination.(b) In the event the Executive’s employment shall be terminated due to death within the two [three for Mr. _________] year period following a Change of Control Event, for a period of one year following such termination (i) the BBB Group shall be obligated to make payments under then existing employee benefit programs, including, but not limited to, hospital, medical, life and disability insurance; and (ii) except as provided in (i) above, all paymentsunder this Agreement shall cease, other than those payments which accrued, but were not yet paid, on the date of an event described in this Section 7(b). In addition, Executive shall also be entitled to all Accrued Compensation within 10 days of his date of termination.(c) Nothing in this Agreement shall be construed to prevent the BBB Group Employer or the Board from terminating the Executive’s employment under this Agreement for Cause. Such termination shall relieve the BBB Group of its obligation to make any other payments under this Agreement, except those that may be payable under then existing employee benefit programs. In order for the Executive to be terminated for Cause, the existence of Cause must be determined by a written resolution adopted by the affirmative vote of not less than two- thirds of all the Continuing Directors, excluding for this purpose the Executive, or in the event there are no Continuing Directors, by a unanimous vote of all the Directors, at a meeting duly called and held for that purpose after reasonable notice to the Executive and opportunity for the Executive and his counsel to be heard. Any such determination shall require that the Continuing Directors (or the entire Board) find that in their reasonable good faith judgment the conduct which was the basis for the hearing in fact occurred and is sufficient to warrant a termination for Cause.8.(a) If the Executive receives any payments under this Agreement from the BBB Group which are excess parachute payments taxed under Section 4999 of the Code, the BBB Group Employer will pay, pursuant to subsection (b) below, an amount sufficient to offset such tax effects.(b)(i) In the event that the Executive becomes entitled to payments in connection with a Change of Control Event under this Agreement or otherwise ( the Payments ), if any of the Payments will be subject to the tax imposed by Section 4999 of the Code (the Excise Tax ) (or any similar tax that may hereafter be imposed), the BBB Group Employer shall pay to the Executive an additional amount (the Gross-Up Payment ) such that the net amount retained by the Executive, after deduction of any Excise Tax on the Payments and any federal and state income or other taxes and Excise Tax upon Gross-Up Payments provided for by this section, shall be equal to the Payment.(ii) For purposes of determining whether any of the Payments will be subject to the Excise Tax and the amount of such Excise Tax, (A) any other payments or benefits received or to be received by the Executive in connection with a Change of Control Event shall be treated as parachute payments within the meaning of Section 280G(b)(2) of the Code, and all excess parachute payments within the meaning of Section 280G(b)(1) shall be treated as subject to the Excise Tax, unless in the opinion of tax counsel selected by the BBB Group’s independent auditors, and acceptable to the Executive, such other payments or benefits (in whole or in part) do not constitute parachute payments, or such excess parachute payments (in whole or in part) represent reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4) of the Code in excess of the base amount within the meaning of Section 280G(b)(3) of the Code, or are otherwise not subject to the Excise Tax, (B) the amount of the Payments which shall be treated as subject to the Excise Tax shall be equal to the lesser of (1) the total amount of the Payments or (2) the amount of excess parachute payments within the meaning of Section 280G(b)(1) of the Code (after applying clause (A), above), and(C) the value of any non-cash benefits or any deferred payment or benefit shall be det ermined by the BBB Group’s independent auditors in accordance with the principles of Section 280G(b)(3) and (4) of the Code.(iii) For purposes of determining the amount of the Gross-UpPayment, the Executive shall be deemed to pay federal and state income taxes at the highest marginal rate of federal and state income taxation in the calendar year in which the Gross-Up Payment is to be made.(iv) A Gross-Up Payment and Tax Adjustment Amount, if any, under subsection (v) shall be paid not later than the fifth day following the Executive’s date of Termination; PROVIDED, HOWEVER, that if the amounts of such payment cannot be finally determined on or before such day, the BBB Group Employer shall pay to the Executive on such day an estimate, as determined in good faith by the BBB Group Employer of the minimum amount of such payments and shall pay the remainder of such payment (together with interest at the rate provided under Section 1274(b)(2)(B) of the Code) as soon as the amount can be determined but no later than the thirtieth day after the Executive’s date of Termination. Notwithstanding the foregoing, a Gross-Up Payment and a Tax Adjustment Amount, if any, shall be paid prior to Termination, if necessary, and the event prompting such payment shall be substituted for Termination in this subsection (iv) for purposes of determining the date by which payments must be made.(v) In addition to the Gross-Up Payments under this Section 8, the BBB Group Employer shall pay to the Executive an additionalamount (the Tax Adjustment Amount ) in the event any portion of the Payments are taxed (for state or federal income tax purposes) at income tax rates higher than the highest marginal federal and state income tax rates otherwise applicable to the Executive without considering the Payments ( Base Income Tax Rates ), such that the net amount retained by the Executive, after deduction of state and federal income taxes at their respective actual rates and any state and federal income taxes upon the Tax Adjustment Amount provided by this subsection (v), shall be equal to the Payments less state and federal income taxes thereon calculated at the Base Income Tax Rates. In the event any payments are required under this subsection (v), theyshall be included as Payments under subsections (a) and (b) of this Section 8.(vi) The Executive shall notify the BBB Group in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the BBB Group of a Gross-Up Payment. Such notification shall be given as soon as practicable, but no later than 10 business days after the Executive is informed in writing of such claim and shall apprise the BBB Group of the nature of such claim and the date on which such claim is requested to be paid. The Executive shall not pay such claim prior to the expiration of the X day period following the date on which the Executive gives such notice to the BBB Group (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If theBBB Group notifies the Executive in writing prior to the expiration of such period that it desires to contest such claim, the Executive shall:(A) give the BBB Group any information reasonably requested by the BBB Group relating to such claim;(B) take such action in connection with contesting such claim as the BBB Group shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the BBB Group and reasonably satisfactory to the Executive;(C) cooperate with the BBB Group in good faith in order to effectively contest such claim; and(D) permit the BBB Group to participate in any proceedings related to such claim;PROVIDED, HOWEVER, that the BBB Group shall bear and pay directly all costs and expenses (including, but not limited to,additional interest and penalties and related legal, consulting or other similar fees) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after- tax basis, for any Excise Tax or other tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses.(vii) The BBB Group shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and sue for a refund or contest the claim in any permissible manner, and the Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the BBB Group shall determine; PROVIDED, HOWEVER, that if the BBB Group directs the Executive to pay such claim and sue for a refund, the BBB Group shall advance the amount of such payment to the Executive on an interest-free basis, and shall indemnify and hold the Executive harmless, on an after-tax basis, from any Excise Tax or other tax (including interest and penalties with respect thereto) imposed with respect to such advance or with respect to any imputed income with respect to such advance; and PROVIDED, FURTHER, that if the Executive is required to extend the statute of limitation toenable the BBB Group to contest such claim, the Executive may limit this extension solely to such contested amount. The BBB Group’s control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and the Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority. In addition, no position may be taken nor any final resolution be agreed to by the BBB Group without the Executive’s consent if such position or resolution could reasonably be expected to adversely affect the Executive (including any other tax position of the Executive unrelated to the matters covered hereby).(viii) As a result of the uncertainty in the application of Section 4999 of the Code, it is possible that Gross-Up Payments and Tax Adjustment Amounts which will not have been made by the BBB Group should have been made ( Underpayment ), consistent with the calculation required to be made hereunder. In the event that the BBB Group exhausts its remedies and the Executive thereafter is required to pay to the Internal Revenue Service an additional amount in respect of any Excise Tax, the BBB Group shall determine the amount of the Underpayment (including any Tax Adjustment Amount) that has occurred and any such Underpayment shall promptly be paid by the BBB Group to or for the benefit of the Executive.(ix) If, after the receipt by the Executive of an amount advanced by the BBB Group in connection with the contest of the Excise Tax claim, the Executive becomes entitled to receive any refund with respect to such claim, the Executive shall promptly pay to the BBB Group the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after the receipt by the Executive of an amount advanced by the BBB Group in connection with an Excise Tax claim, a determination is made that the Executive shall not be entitled to any refund with respect to such claim and the BBB Group does not notify the Executive in writing of its intent to contest the denial of such refund prior to the expiration of X days after such determination, such advance shall be forgiven and shall not be required to be repaid and the amount of such advance shall be offset, to the extent thereof, by the amount of the Gross-Up Payment and the Tax Adjustment Amount.9. The Executive agrees that during the term of his employment under this Agreement, he shall not, directly or indirectly, engage or participate in any business activity that is directly competitive with and likely to have a material adverse effect on the business of the BBB Group without prior written approval of the Board. In the event that, while employed by the BBB Group, the Executive engages in practices that are directly competitive and that are likely to have a material adverse effect on the BBB Group and the Executive fails tocease such competitive practices within X days after written notice is received from the Board, Executive shall be treated for purposes of this Agreement as terminated for Cause as of such Xth day.10. Any dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration in _________(STATE), _________(STATE) or, at the option of the Executive, in the county where the Executive resides, in accordance with the Rules of the American Arbitration Association then in effect; PROVIDED, HOWEVER, that if the Executive institutes an action relating to this Agreement the Executive may, at his option, bring such action in a court of competent jurisdiction. Judgment may be entered on the arbitrator’s award in any court having jurisdiction.11. The BBB Group shall pay all costs and expenses, including attorneys’ fees and disbursements, of the BBB Group and, at least monthly, the Executive, in connection with any legal services or proceedings (including, but not limited to, arbitration), whether or not instituted by the BBB Group or the Executive, relating to the interpretation or enforcement of any provision of this Agreement. The BBB Group also agrees to pay prejudgment interest on any money judgment obtained by the Executive as a result of such proceedings, calculated at the reference rate or prime rate, as the case may be, of First _________(STATE) National Bank of_________(STATE) as in effect from time to time from the date that payment should have been made to the Executive under this Agreement.12. This Agreement shall be binding upon, inure to the benefit of and be enforceable by the BBB Group and the Executive and their respective heirs, legal representatives, successors and assigns. If the BBB Group or any member of the BBB Group shall be merged into or consolidated with another entity, the provisions of this Agreement shall be binding upon and inure to the benefit of the entity surviving such merger or resulting from such consolidation. The BBB Group will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the BBB Group or any member of the BBB Group, by agreement in form and substance satisfactory to the Executive, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the BBB Group would be required to perform it if no such succession had taken place. The provisions of this Section 12 shall continue to apply to each subsequent employer of the Executive hereunder in the event of any subsequent merger, consolidation or transfer of assets of such subsequent employer.13. The BBB Group Employer will indemnify the Executiveagainst expenses (including attorney’s fees), amounts paid in settlement (whether with or without court approval), judgments and fines actually and reasonably incurred by him in connection with a threatened or actual action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the BBB Group, and with respect to any criminal action or proceeding, if he had no reasonable cause to believe that his conduct was unlawful, (and the BBB Group Employer will advance expenses for the Executive) if he becomes a party or is threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigation (if not by or in the right of the BBB Group Employer) by reason of the fact that he is or was a director, officer, employee or agent of the BBB Group or is or was serving at the request of the BBB Group as a director, officer, employee or agent or in any other capacity or in another corporation, or a partnership, joint venture, trust or other enterprise, or by reason of any action alleged to have been taken or not taken by him while acting in any such capacity, to the fullest extent permitted by the BBB Group Employer’s Articles of Incorporation and By-Laws.14. Any provision of this Agreement which is held to be unenforceable or invalid in any respect in any jurisdiction shall be ineffective in such jurisdiction to the extent that it in unenforceable or invalid without affecting the remaining provisions hereof, whichshall continue in full force and effect. The unenforceability or invalidity of a provision of this Agreement in one jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.15. This Agreement shall be governed by and construed in accordance with the laws of the State of _________(STATE) applicable to contracts made and to be performed therein, without regard to conflict of law principles.16. This instrument contains the entire agreement of the parties, and supersedes any earlier agreement between them, relative to a transition period or termination in the event of a Change of Control Event. It may not be changed orally but only by an agreement in writing signed by the party against whom enforcement of any waiver, change, modification, extension, or discharge is sought.17. The Executive shall not be required to mitigate damages or the amount of any payment to the Executive provided for under this Agreement by seeking other employment or otherwise, nor shall the amount of any payment provided for under this Agreement be reduced by any compensation earned by Executive as a result of employment by another employer after Termination.IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.。

转让协议英文翻译

转让协议英文翻译TRANSFER AGREEMENTTHIS AGREEMENT (“Agreement”) is made and entered into on [Date], by and between [Party A], a company organized and existing under the laws of [Country/Region], with its registered address at [Address], and [Party B], a company organized and existing under the laws of [Country/Region], with its registered address at [Address]. The Parties to this Agreement may be referred to collectively as the “Parties.”WHEREAS, Party A desires to transfer certain assets to Party B, and Party B desires to accept the transfer of said assets, subject to the terms and conditions of this Agreement.NOW, THEREFORE, in consideration of the mutual promises, covenants, and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the Parties, the Parties agree as follows:1. BASIC INFORMATION OF THE PARTIES:Party A:[Name][Address][Country/Region][Registration Number][Legal Representative]Party B:[Name][Address][Country/Region][Registration Number][Legal Representative]2. IDENTIFICATION OF THE PARTIES:2.1 Party A is the current owner of the assets to be transferred under this Agreement.2.2 Party B is the party that will take ownership of the transferred assets upon completion of this Agreement.3. RIGHTS AND OBLIGATIONS:3.1 Party A agrees to transfer to Party B, and Party B agrees to accept from Party A, all right, title, and interest in and to the assets described in Exhibit A attached hereto and made a part here of (the “Assets”), on the terms and conditions hereof.3.2 Party A shall deliver the Assets to Party B’s designated representative at Party A's registered address on the date of completion of this Agreement.3.3 Party B shall assume all responsibility and liability for the Assets from Party A upon delivery.3.4 Party A represents and warrants that it has good and marketable title to the Assets, free and clear of all liens, encumbrances and claims.3.5 Party B represents and warrants to Party A that it is duly authorized to enter into this Agreement and to take ownership of the Assets.4. PERFORMANCE:4.1 Party A shall fulfill the obligations under this Agreement on or before the date specified in this Agreement.4.2 Party B shall make payment in full to Party A for the Assets, in accordance with the terms herein.5. TERM:This Agreement shall be effective on the date of completion of this Agreement and shall remain in full force and effect thereafter.6. BREACH OF AGREEMENT:6.1 If either Party breaches the terms of this Agreement or fails to perform its obligations hereunder, the other Party shall be entitled to terminate this Agreement.6.2 In case of breach of Agreement by either Party, thenon-defaulting Party shall be entitled to pursue legal action to protect its rights.7. APPLICABLE LAW:This Agreement shall be subject to and governed by the laws of the People's Republic of China.8. EFFECTIVENESS AND ENFORCEABILITY:All provisions of this Agreement shall be effective and enforceable in accordance with applicable laws and regulations.9. MISCELLANEOUS:9.1 This Agreement constitutes the entire agreement between the Parties, and supersedes all prior negotiations, understandings, and agreements.9.2 This Agreement may not be amended or modified except in writing, signed by both Parties.9.3 This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective heirs, executors, administrators, successors and assigns.IN WITNESS WHEREOF, the Parties have executed this Agreement on the date first set forth above.[Party A]By: ________________________________Name: _______________________________ Title: _______________________________ [Party B]By: ________________________________ Name: _______________________________ Title: _______________________________。

生物材料转移协议(中英文双语版)

此材料转移协议（MTA）由__________________ ，即一家_________________ 类型的组织机构（接收方），与XXXXX （提供方）签订。

此协议于各方最后签立之日起生效，并按以下条款与细则管辖生物材料的转移和使用。

一、定义1.提供方：XXXXX2.提供方科学家：_____________3.接收方：____________4.接收方科学家：_____________5.原始材料：____________6.材料：原始材料、后代和未改性衍生物，其中不包括（1）改性物质（2）由接收方使用材料创制的除了改性物质、后代和未改性衍生物之外的物质。

7.后代：指源自材料的未改性后代，如源自病毒的病毒、源自细胞的细胞、源自微生物的微生物。

9.改性物质：指接收方创制的、包含和（或）容纳材料的物质。

但是，由企业赞助的学术性研究不应被认为是材料或改性物质的商业性用途，除非满足上述对商业用途所定义的情况。

二、协议条款1.提供方保留对材料的所有权，包括任何包含或混有改性物质的材料。

material agreements 协议-概述说明以及解释

material agreements 协议-概述说明以及解释1.引言1.1 概述材料协议是合同法中一种重要的法律文书，用于规定各方之间关于特定材料的权利和义务。

在商业领域中，材料协议被广泛应用于供应链管理、采购和合作伙伴关系等方面。

本文将对材料协议的概念、用途和重要性进行探讨。

首先，材料协议是一种法律约束双方的协议，其中包含了双方之间关于特定材料的规定和约定。

这些材料可以是原材料、产品组件、设备配件等，根据不同的需求和场景而定。

材料协议的主要目的是确保供应商提供的材料符合采购方的要求和标准。

通过制定合理的条款和条件，材料协议可以明确双方的权益和责任，减少纠纷的发生，保障业务的顺利进行。

在材料协议中，一般包括供应商的资格要求、材料的质量标准、交付时间、价格和付款方式等关键条款。

双方应当根据实际情况进行谈判和协商，制定合适的协议内容，以确保双方的利益得到最大的保护。

此外，材料协议也应该考虑到可能的风险和变数。

双方可以就价格波动、供应不稳定和质量问题等方面进行预防性和应急性的规定，确保在可能发生的风险情况下，能够及时做出应对和解决方案。

综上所述，材料协议在商业活动中具有重要作用，并且对于涉及材料采购和供应链管理的企业来说，制定合理、清晰的材料协议是保证业务正常运作的关键之一。

因此，双方应当充分理解材料协议的概念和目的，以确保合同的有效执行，实现双方共赢的局面。

1.2文章结构2. 正文2.1 第一个要点在本节中，将详细介绍material agreements协议的概念、作用以及关键要素。

通过对material agreements的理解，读者将更好地理解其在商业活动中的重要性，并能够在实际应用中更好地运用这些协议。

首先，我们需要明确什么是material agreements。

Material agreements是一种具有法律约束力的协议，用于明确和规定商业交易双方之间的权利和义务。

这些协议通常涉及到重要的商业活动，例如合同、销售协议、采购协议、承包协议等。

货款转让协议英文版范本

货款转让协议英文版范本Assignment of Payment AgreementThis Assignment of Payment Agreement (the "Agreement") is made and entered into on [date] by and between [Name of Assignor], a company organized under the laws of [country], with its principal place of business at [address] (the "Assignor"), and [Name of Assignee], a company organized under the laws of [country], with its principal place of business at [address] (the "Assignee").Whereas, the Assignor holds certain accounts receivable from [debtor] in the amount of [amount] (the "Payment Obligation").Whereas, the Assignor desires to assign and transfer to the Assignee all of its right, title, and interest in and to the Payment Obligation, and the Assignee desires to accept and assume the Payment Obligation.Now, therefore, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:1. Assignor's Representations and WarrantiesThe Assignor represents and warrants that:(i) It has full power and authority to enter into this Agreement and to perform its obligations hereunder;(ii) It has good and marketable title to the Payment Obligation, free and clear of all liens, claims, and encumbrances of any kind;(iii) The Payment Obligation is valid and enforceable according to its terms, and there are no disputes, counterclaims, or offsets with respect to the Payment Obligation;(iv) The Assignor has the right to assign the Payment Obligation as provided herein;(v) The Payment Obligation is not subject to any set-offs, counterclaims or defenses other than those reflected in writing in the books and records of Assignor; and(vi) There is no agreement in force, and no event has occurred, which would prevent or impair the assignment of the Payment Obligation.2. Assignment and TransferThe Assignor hereby assigns, transfers, and conveys to the Assignee all of its right, title, and interest in and to the Payment Obligation, together with all related documents and instruments, and all guarantees, security, and collateral securing the Payment Obligation, if any.3. Consideration and PaymentThe Assignee agrees to pay the Assignor [amount] in consideration for the assignment of the Payment Obligation. The Assignee shall pay the consideration, less any amount owed by Assignor to Assignee, to Assignor upon execution of this Agreement.4. Payment Obligation(a) The Assignee hereby assumes all of the Assignor's rights and obligations with respect to the Payment Obligation, and the Assignor shall have no further responsibility or liability with respect to the Payment Obligation.(b) The Assignee acknowledges that the Payment Obligation is subject to the same terms and conditions that applied to the Assignor.(c) The Assignor represents and warrants that, on the effective date of this Agreement, the Payment Obligation is due and owing and is not subject to any other assignment or transfer.5. Governing LawThis Agreement shall be governed and interpreted in accordance with the laws of [country].6. NoticesAll notices or other communications required or permitted hereunder shall be in writing and shall be delivered personally,sent by registered or certified mail, postage prepaid, or by email or facsimile, to the parties at the addresses set forth above or to such other address as the parties may specify from time to time by notice in writing.7. ConfidentialityEach party agrees to maintain the confidentiality of all information obtained in connection with this Agreement and to use such information solely in connection with the performanceof its duties and obligations under this Agreement.8. CounterpartsThis Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument.9. Entire AgreementThis Agreement contains the entire agreement and understanding of the parties and supersedes all prior negotiations, understandings, and agreements between them, whether written or oral, relating to the subject matter hereof.10. AssignmentThe Assignee may not assign its rights or obligations under this Agreement without the prior written consent of the Assignor.11. SeverabilityIf any part of this Agreement is determined to be invalid or unenforceable under any applicable law, such invalidity or unenforceability will not render the Agreement invalid or unenforceable as a whole, and the Agreement will be modified to the minimum extent necessary to make it valid and enforceable.12. Independent Legal AdviceEach of the parties acknowledges that it has had the opportunity to obtain independent legal advice with respect to this Agreement and that it understands the terms and conditions set forth herein.13. WaiverNo waiver of any provision of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. No failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right or remedy.14. ExecutionThis Agreement may be executed by the parties hereto in counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument.IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.[Name of Assignor]_______________________By: _____________________Name: __________________Title: ___________________[Name of Assignee]_______________________By: _____________________Name: __________________Title: ___________________。

污泥转运协议书范本

污泥转运协议书范本英文回答：The Sludge Transfer Agreement is a legally binding document that outlines the terms and conditions for the transportation of sludge from one location to another. This agreement is important as it helps to ensure the safe and efficient transfer of sludge while also protecting the rights and responsibilities of all parties involved.The agreement typically includes the following key provisions:1. Parties: The agreement identifies the parties involved in the sludge transfer, including the sender and the receiver. It is important to clearly state the legal names and contact information of both parties.2. Scope of Work: This section outlines the details of the sludge transfer, including the quantity, type, andcharacteristics of the sludge. It also specifies the collection and transportation methods to be used.3. Responsibilities: The agreement clearly defines the responsibilities of each party. This includes the sender's responsibility for properly packaging and labeling the sludge, as well as the receiver's responsibility for accepting and disposing of the sludge in accordance with applicable regulations.4. Transportation: This section outlines the logistics of the sludge transfer, including the mode of transportation, delivery schedule, and any special handling requirements. It may also include provisions for insurance coverage and liability in case of accidents or damages during transportation.5. Compliance with Regulations: The agreement should include provisions for compliance with all relevant laws and regulations governing sludge transportation. This ensures that both parties are aware of and adhere to the necessary legal requirements.6. Termination: The agreement should specify the conditions under which either party can terminate the agreement, as well as any penalties or liabilities that may arise from such termination.中文回答：污泥转运协议书是一份具有法律约束力的文件，用于规定污泥从一个地点转运到另一个地点的条款和条件。

TransferAgreement转换协议.doc

Transfer Agreement转换协议-All that certain Real Property in the City of Mountain View, County of Santa Clara, State of _________(PLACENAME), described as follows:All of Lot 23, as shown upon that certain Map entitled, Tract No. 2724 Ellis Middlefield Industrial Park , which Map was filed for Record in the Office of the Recorder of the County of Santa Clara, State of _________(PLACENAME), on June 16, 1960 in Book 121 of Maps, at Pages 40, 41, 42, 43 and 44.STATE OF _________ )) SSCOUNTY OF _________ )On _________,_________(M,D), before me, Diane L. Lovejoy, personally appeared Joseph D.Martin and Daniel E. Boxer,[x] personally known to me OR [ ] proved to me on the basis of satisfactoryevidence to be the person(s) whose name(s)is/are subscribed to the within instrumentand acknowledged to me that he/she/theyexecuted the same in his/her/theirauthorized capacity(ies), and that byhis/her/their signature(s) on the instrumentDIANE L. LOVEJOY the person(s), or the entity upon behalf ofwhich the person(s) acted, executed thePUBLIC NOTARY instrument.STATE OF _________ WITNESS my hand and official seal.By:_________Name:_________Title:_________Though statute does not require the Notary to fill in the data below, doing so may prove invaluable to persons relying on the document.[ ] INDIVIDUAL[ ] CORPORATE OFFICER(S)_________Title(s)[ ] PARTNER(S) [ ] LIMITED [ ] GENERAL[ ] ATTORNEYINFACT[ ] TRUSTEE(S)[ ] GUARDIAN/CONSERV ATOR [ ] OTHER: _________SIGNER IS REPRESENTING: _________Name of Person(s) or Entity(ies) _________。

英文转让协议合同范本

英文转让协议合同范本Transfer AgreementThis Transfer Agreement (the "Agreement") is made and entered into as of [date] and between:Party A:Name: [Party A's name]Address: [Party A's address]Contact Information: [Phone number and e address of Party A]Party B:Name: [Party B's name]Address: [Party B's address]Contact Information: [Phone number and e address of Party B]1. Transfer of Assets/PropertyParty A agrees to transfer and convey to Party B, and Party B agrees to accept from Party A, the following assets/property: [Describe the assets/property being transferred in detl, including their specifications, quantities, and any relevant identification information]2. ConsiderationIn consideration for the transfer of the assets/property, Party B shall pay to Party A the sum of [amount] (the "Consideration"). The Consideration shall be pd in the following manner: [Describe the payment terms, such as the schedule, method of payment, and any conditions]3. Representations and WarrantiesParty A represents and warrants that:(a) It has the full legal right and authority to transfer the assets/property.(b) The assets/property are free from any liens, encumbrances, or clms.Party B represents and warrants that:(a) It has the financial capacity to fulfill its obligations under this Agreement.(b) It is entering into this Agreement in good fth and for a legitimate purpose.4. IndemnificationEach party shall indemnify and hold the other party harmless from and agnst any and all clms, damages, losses, liabilities, costs, and expenses arising out of or in connection with any breach of its representations, warranties, or obligations under this Agreement.5. Governing Law and JurisdictionThis Agreement shall be governed and construed in accordance with the laws of [jurisdiction]. Any disputes arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of [jurisdiction].6. Entire AgreementThis Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral.7. Amendments and WversNo amendment or wver of any provision of this Agreement shall be effective unless in writing and signed both parties.8. NoticesAll notices, requests, consents, and other munications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given if delivered personally, sent registered , or eed to the addresses specified above.IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.Party A: [Signature] [Name] [Date]Party B: [Signature] [Name] [Date]希望这份范本对您有所帮助！如果您有特定的转让内容或要求，比如知识产权转让、股权转让等，请提供更多详细信息，以便我为您提供更贴合您需求的范本。

移模协议书英文

移模协议书英文OFFICIAL MOULD TRANSFER AGREEMENTThis Official Mould Transfer Agreement (the "Agreement") is made and entered into this ____ day of __________, 20__, (the "Effective Date") by and between:Party A:[Insert the name and address of the current owner of the mould]Party B:[Insert the name and address of the new owner of the mould]Collectively referred to as the "Parties".BACKGROUND:Whereas Party A is the current owner and possessor of certain moulds used for the manufacturing of [insert specific products];Whereas Party B desires to obtain ownership and possession of the said moulds for the purpose of continuing the production of the aforementioned products;Now, therefore, in consideration of the mutual promises and agreements set forth herein, the Parties agree as follows:1. Definitions1.1 "Mould" refers to the tooling and equipment used for the manufacturing of [insert specific products]. This includes all parts, components, and accessories associated with the mould.2. Transfer of Ownership2.1 Party A agrees to transfer ownership and possession of the mould to Party B, including all rights, title, and interest therein.2.2 Party B accepts the transfer of ownership and agrees to assume all responsibilities and liabilities associated with the mould upon the Effective Date of this Agreement.3. Conditions Precedent3.1 Party A shall ensure that the mould is in good working condition and free from any defects or damage that may affect its functionality, prior to the transfer.3.2 Party B shall inspect the mould upon receipt and notify Party A within [insert number of days] of any defects or damage discovered during the inspection.4. Delivery and Acceptance4.1 Party A shall deliver the mould to Party B at [insert delivery address], at Party B's expense, within [insert number of days] from the Effective Date.4.2 Upon delivery, Party B shall inspect and accept the mould, provided it meets the conditions specified in Section 3.1. In the event of any defects or damage found, Party B shall notify Party A, and the Parties shall mutually agree on the appropriate remedy.5. Confidentiality5.1 Both Parties agree to keep confidential any proprietary or trade secret information disclosed during the course of this Agreement, relating to the design, specifications, and operation of the mould.5.2 Confidentiality obligations shall survive the termination of this Agreement.6. Governing Law and Jurisdiction6.1 This Agreement shall be construed and governed by the laws of [insert applicable jurisdiction].6.2 Any disputes arising under or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of [insert applicable jurisdiction].7. Entire Agreement7.1 This Agreement constitutes the entire agreement between the Parties and supersedes any prior agreements or understandings, whether written or oral, relating to the subject matter herein.IN WITNESS WHEREOF, the Parties have duly executed this Mould Transfer Agreement as of the date first above written.Party A:________________________[Insert Name and Title]Party B:________________________ [Insert Name and Title]。

英文材料使用协议书模板

英文材料使用协议书模板ENGLISH MATERIALS USAGE AGREEMENTTHIS AGREEMENT is made and entered into this __________ day of __________, 20______, by and between __________ (hereinafter referred to as "Licensor"), a __________ withits principal place of business at __________, and __________ (hereinafter referred to as "Licensee"), a __________ withits principal place of business at __________.WHEREAS, Licensor is the owner of certain English materials, including but not limited to text, images, audio, and video content (collectively, the "Materials");AND WHEREAS, Licensee desires to use the Materials for its business purposes subject to the terms and conditions set forth in this Agreement;NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties agree as follows:1. GRANT OF LICENSE1.1 Licensor hereby grants to Licensee a non-exclusive, non-transferable, revocable right and license to use the Materials solely for the purpose of __________ (hereinafter referred to as the "Permitted Use") during the term of this Agreement.1.2 Licensee shall not, without the prior written consent of Licensor, use the Materials for any purpose other than thePermitted Use, or otherwise distribute, sublicense, rent, lease, sell, or otherwise transfer the Materials or any part thereof.2. TERM2.1 This Agreement shall commence on the Effective Date and shall continue until terminated by either party upon__________ ("Termination Notice Period") written notice to the other party.2.2 Upon termination of this Agreement, Licensee shall immediately cease all use of the Materials and return or destroy all copies of the Materials in its possession or control, and provide Licensor with written certification of such destruction.3. FEES AND PAYMENTS3.1 In consideration for the rights granted herein, Licensee shall pay to Licensor a one-time fee of __________ ("License Fee") within __________ days of the Effective Date.3.2 All payments shall be made in __________ and shall be free and clear of any deductions, withholdings, or taxes, unless required by law.4. OWNERSHIP4.1 Licensor retains all right, title, and interest in and to the Materials, including all intellectual property rights therein.4.2 Licensee acknowledges that the Materials are protected bycopyright, trademark, and other intellectual property laws, and that Licensee's use of the Materials is subject to such laws.5. WARRANTY AND DISCLAIMER5.1 Licensor represents and warrants that it has the full right and authority to enter into this Agreement and to grant the rights and licenses granted herein.5.2 EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, LICENSOR MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT.6. LIMITATION OF LIABILITY6.1 IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.6.2 LICENSOR'S TOTAL LIABILITY TO LICENSEE FOR DAMAGES HEREUNDER SHALL NOT EXCEED THE AMOUNT OF THE LICENSE FEE PAID BY LICENSEE.7. CONFIDENTIALITY7.1 Each party agrees to hold in confidence and not to disclose to any third party any Confidential Information of the other party.7.2 "Confidential Information" means any non-publicinformation, whether oral, written, or in electronic form, disclosed by one party to the other party, including but not limited to trade secrets, know-how, business plans, and financial information.8. INDEMNIFICATION8.1 Licensee shall indemnify, defend, and hold Licensor harmless from and against any and all claims, losses, damages, liabilities, costs, and expenses (including reasonableattorney's fees) arising out of or relating to Licensee's use of the Materials.9. ASSIGNMENT9.1 Licensee may not assign this Agreement or any rights or obligations hereunder without the prior written consent of Licensor.10. GOVERNING LAW10.1 This Agreement shall be governed by and construed in accordance with the laws of the __________ without givingeffect to any principles of conflicts of law.11. ENTIRE AGREEMENT11.1 This Agreement constitutes the entire agreement between the parties and supersedes any prior or contemporaneous agreements, understandings, or communications, whetherwritten or oral, relating to the subject matter hereof.12. SEVERABILITY12.1 If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and theremaining provisions shall be enforced.13. NOTICES13.1 All notices。

转让合同英文文案模板

转让合同英文文案模板Transfer Agreement TemplateThis Transfer Agreement ("Agreement") is entered into on [Date] (the "Effective Date") between [Transferor], a company organized and existing under the laws of [Country], with its principal place of business at [Address] (the "Transferor"), and [Transferee], a company organized and existing under the laws of [Country], with its principal place of business at [Address] (the "Transferee"). WHEREAS, the Transferor is the owner of certain assets, rights, and interests (the "Assets") as described in Exhibit A attached hereto;WHEREAS, the Transferor wishes to transfer the ownership of the Assets to the Transferee, and the Transferee desires to acquire the Assets from the Transferor, subject to the terms and conditions set forth herein;NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties agree as follows:1. Transfer of Assets1.1 The Transferor agrees to transfer, convey, and assign to the Transferee all of its rights, title, and interest in and to the Assets as described in Exhibit A.1.2 The Transferee accepts the transfer of the Assets and agrees to assume all rights, title, and interest in and to the Assets.2. Consideration2.1 In consideration for the transfer of the Assets, the Transferee agrees to pay the Transferor the amount of [Amount] as specified in Exhibit B.2.2 The payment shall be made in [Currency] within [Number] days from the Effective Date.3. Representations and Warranties3.1 The Transferor represents and warrants that it is the lawful owner of the Assets and has the full right, power, and authority to transfer the Assets to the Transferee.3.2 The Transferee acknowledges that it has conducted its own due diligence and is satisfied with the condition and quality of the Assets.4. Governing Law and JurisdictionThis Agreement shall be governed by and construed in accordance with the laws of [Country]. Any disputes arising out of or in connection with this Agreement shall be submitted to the exclusive jurisdiction of the courts of [Country].5. Entire AgreementThis Agreement, including its exhibits, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior discussions, negotiations, and agreements, whether oral or written.IN WITNESS WHEREOF, the parties hereto have executed this Transfer Agreement as of the Effective Date.[Transferor]By: [Name]Title: [Title][Transferee]By: [Name]Title: [Title]Exhibit A: Description of Assets Exhibit B: Payment Details。

英文版物资合同模板

英文版物资合同模板h1Material Contract Temlate/h1This contract (hereinafter referred to as "the Contract") is made and entered into on [Date], y and etween [Seller's Name], a cororation organized under the laws of [Seller's Country], with its rincial lace of usiness at [Seller's Address] ("Seller"), and [uyer's Name], a cororation organized under the laws of [uyer's Country], with its rincial lace of usiness at [uyer's Address] ("uyer").h2Article 1: Descrition of Goods/h2The Seller agrees to suly and the uyer agrees to urchase the goods descried in Exhiit A attached hereto and made art of this Contract. The goods shall e new, of the most recent manufacture, conforming to the secifications listed in Exhiit A and free from defects or errors in technology, materials, and workmanshi.h2Article 2: Quality and Standards/h2The goods sulied under this Contract shall conform to the standards and quality requirements secified in Exhiit . oth arties acknowledge that these standards are essential for the intended urose of the goods.h2Article 3: rice and ayment Terms/h2The total rice for the goods shall e [Total rice] ([Currency]), as detailed in Exhiit C. ayment shall e made as follows: [Detailed ayment Schedule and Method]. All ayments are suject to any alicale taxes, duties, or other governmental charges at the uyer's location.h2Article 4: Delivery and Title/h2Delivery of the goods shall occur at [Delivery Location], on or efore [Delivery Deadline]. Title and risk of loss shall ass to the uyer uon delivery. The Seller shall rovide all necessary shiing documents to facilitate the transfer of title.h2Article 5: Warranty and Liaility/h2The Seller warrants that the goods will e delivered in accordance with the terms of this Contract and that they will e free from defects in materials and workmanshi for a eriod of [Warranty eriod]. The Seller's liaility is limited to the relacement or reair of defective goods.h2Article 6: Insection and Accetance/h2Uon receit of the goods, the uyer shall have [Numer of Days] days to insect and accet them. If the goods do not conform to the Contract, the uyer shall notify the Seller within such eriod. h2Article 7: Returns and Remedies/h2Should the goods rove to e defective within the warranty eriod, the uyer may return them to the Seller for relacement or reair. Any returns must e re-authorized y the Seller.h2Article 8: Governing Law and Disute Resolution/h2This Contract shall e governed y and construed in accordance with the laws of [Governing Law's Country]. Any disutes arising out of or related to this Contract shall e resolved through inding aritration in accordance with the rules of [Aritration Association].h2Article 9: Termination/h2Either arty may terminate this Contract uon written notice to the other arty in the event of a material reach of the Contract that remains uncured for [Numer of Days] days after notification.h2Article 10: Force Majeure/h2Neither arty shall e liale for delays or failures in erformance resulting from acts eyond their reasonale control, including ut not limited to acts of God, war, fire, flood, or other natural disasters ("Force Majeure").h2Article 11: General rovisions/h2This Contract reresents the entire agreement etween the arties and suersedes all rior negotiations, understandings, and agreements. Any changes or modifications to this Contract must e in writing and signed y oth arties.IN WITNESS WHEREOF, the arties have executed this Contract as of the date first aove written.[Seller's Name]y: ___________________________ [Authorized Signatory]Name: ___________________________Title: ___________________________Date: ___________________________[uyer's Name]y: ___________________________ [Authorized Signatory]Name: ___________________________Title: ___________________________Date: ___________________________。

会籍转让合同书

会籍转让合同书英文回答：Membership Transfer Agreement。

This Membership Transfer Agreement (the "Agreement") is entered into this [Date] by and between [Original Member Name] ("Transferor") and [New Member Name] ("Transferee").Recitals。

A. Transferor is a member of [Organization Name] (the "Organization").B. Transferee desires to become a member of the Organization.C. Transferor and Transferee have agreed to thetransfer of Transferor's membership to Transferee.Agreement。

1. Transfer of Membership。

a. Transferor hereby transfers and assigns to Transferee all of Transferor's rights, privileges, and benefits as a member of the Organization.b. Transferee hereby accepts the transfer of Transferor's membership and agrees to be bound by all of the terms and conditions of the Organization's bylaws and other governing documents.2. Payment。

全用途转让合同协议英文版

全用途转让合同协议英文版All-Purpose Assignment AgreementThis document serves as an agreement between the parties involved for the transfer of all rights and interests in a certain asset or assets. The purpose of this agreement is to outline the terms and conditions under which the transfer will take place and to ensure a smooth and legally binding transaction.Parties InvolvedThe parties involved in this agreement are referred to as the "Assignor" and the "Assignee." The Assignor is the party transferring the rights and interests in the asset, while the Assignee is the party receiving the transferred rights.Asset DescriptionThe asset or assets being transferred under this agreement should be clearly described, including any relevant details or specifications that may be necessary for the transfer to be completed successfully.ConsiderationIn exchange for the transfer of the asset, the Assignee agrees to provide consideration to the Assignor. The nature and amount of the consideration should be clearly stated in this agreement.Representations and WarrantiesBoth parties should make certain representations and warranties regarding their authority to enter into this agreement and the validity of the transfer. Any limitations or exceptions to these representations and warranties should also be disclosed.Governing LawThis agreement shall be governed by the laws of the jurisdiction in which the asset is located or the parties are based. Any disputes arising from or related to this agreement shall be resolved in accordance with the chosen governing law.ConfidentialityThe parties agree to keep all information related to this agreement confidential and not to disclose it to any third parties without the consent of the other party. This includes any information regarding the asset being transferred and the terms of the agreement.TerminationThis agreement may be terminated by either party with written notice to the other party. Upon termination, the parties shall be released from their obligations under this agreement, except for any provisions that expressly survive termination.Entire AgreementThis agreement constitutes the entire understanding between the parties regarding the transfer of the asset and supersedes any prior agreements or understandings, whether written or oral.In witness whereof, the parties hereto have executed this agreement as of the date first written above.[Signature of Assignor] [Signature of Assignee]。

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Material Transfer AgreementFor Non-Commercial Recipients OnlyThis Material Transfer Agreement ("MTA") concluded by and between theEuropean Molecular Biology Laboratory, Meyerhofstrasse 1, 69117 Heidelberg, Germany–hereinafter named "EMBL" –andOrganization / NameAddress–hereinafter named "Recipient" –1. Definitions1.1 Upon request the EMBL shall provide to the Recipi ent "Original Material” described and quantified in Annex 1, which constitutes an integral part of this Agreement.1.2 "Progeny" is defined as all unmodified descendant from the Original Material including, but not limited to, virus from virus, bacterium from bacterium, cell from cell, or organism from organism.1.3 "Unmodified Derivatives" are substances created by the Recipient which constitute an unmodified functional subunit or product expressed by the Original Material, e.g. sub-clones of unmodified Cell lines, purified or fractionated subsets of the Original Material, proteins, expressed by DNA/RNA, monoclonal antibodies secreted by a hybridoma cell-line, sub-sets of the Original Material such as novel plasmids or vectors.1.4 "Modifications" are substances created by the Recipient which contain/incorporate any form of the Material, e.g. crosses, breeding varieties, cell fusions, sub-cloning etc.1.5 The "Material” which, regarding the inherent intellectual property rights is and remains the exclusive property of EMBL, comprises the Original Material, any Progeny, Unmodified Derivatives, the Original Material contained in Modifications and proprietary information concerning the Original Material.2. Use of the Material2.1 The Recipient shall use the Material in compliance with all laws and regulations applicable to such Material in the Recipient's place and country, including guidelines for work with recombinant DNA. The Material being experimental in nature must not be used in humans or animals unless -where applicable -explicitly admitted by an ethics committee or regulations on the treatment of laboratory animals.2.2 Nothing in this agreement shall be construed as granting any license under any intellectual property right vested into EMBL or any right to use the Material or any EMBL information other than herein expressly specified. The Material shall be used exclusively for the purposes described in Annex 1. It must not be released to any person other than the Recipient's Researcher/s named above and staff under their direct supervision who are bound by obligations not less strict than those set out herein. It shall be handled confidentially and forwarded to third parties only to the extent of EMBL’s prior written approval.The Recipient shall not use the Material or any substance that is replicated or derived thereof for any commercial or profit-generating purpose, or in the conduct of research that is subject to consulting, licensing or other similar legal or commercial obligations with other institutions, corporations or business entities including, but not limited to, use in drug screening, drug evaluation, assay development, or identifying drug targets for commercial purposes without the prior written consent of EMBL.2.3 After conclusion of the studies using the Material as defined in Annex 1 or at the expiry of this MTA, whichever occurs first, the Recipient shall, at the discretion of the EMBL, either destroy or return to the EMBL the remaining Material and Modifications incorporating the Material. Upon request, the Recipient shall inform EMBL on the status of its research.3. Publications3.1 The Recipient shall have the right to publish its findings and results related to the Material, provided that the EMBL researcher/s are either named as co-authors of the publication or cited as the source of the Material, according the respective contribution of the Material to the publication. The Recipient shall submit all publications four weeks prior to their public disclosure to EMBL.3.2 If EMBL determines that a proposed publication by the Recipient contains patentable subject matter directly relating to the method(s) of manufacture or use(s) of the Materials that subject to Clause4.1 the Recipient does not desire to protect under a patent application, the Recipient will delay submission of the publication for an additional sixty (60) days to allow the EMBL to fileappropriate patent application(s).4. Intellectual Property4.1 Where the research involving the Material or a Modification results in an invention or patentable Modification of the Material, the Recipient and its Researcher/s shall promptly disclose this development to the EMBL. Recipient and EMBL shall decide jointly about the inventorship, taking into due consideration the EMBL’s contribution to the invention through its Material. Decisions about all further proceedings, such as filing of a patent application or exploitation, shall be made after inventorship is determined.4.2 Recipient grants EMBL the non-exclusive right to use any inventions in EMBL’s own internal, non-profit making research and teaching activities without payment of licence or royalty fees to the Recipient.4.3 At EMBL’s request Recipient agrees to provide EMBL for its internal res earch use with reasonable quantities of published materials developed, made or discovered in the course of Recipient's research studies using the Material, always provided that Recipient may fulfill this obligation with reasonable effort. Such transfer shall be free of charge, but Recipient may charge an appropriate handling/shipping fee.5. Warranties and Liability5.1 Any Material provided to this MTA is understood to be experimental in nature. It may have hazardous properties. The EMBL makes no representations and extends no warranties of any kind, express or implied, as to the fitness of the Material for a particular purpose, or that the use of the Material will not infringe any patent, copyright, trademark, or other proprietary rights of a third party.5.2. In no event shall EMBL be liable for any act or omission by the Recipient under this Agreement including but not limited to the receipt, use, handling, storage or disposal of the Materials by Recipient scientists, except where such liability is directly due to the negligent acts or omissions of the EMBL. Without limiting the generality of the foregoing, the Recipient shall, to the extent permitted by any statutory law or regulation applicable to the Recipient, indemnify the EMBL for any loss, claim, damage, or liability, of whatsoever kind or nature incurred by EMBL as a result of any third party claims arising from, or in connection with this Agreement or the use, handling, storage or disposal of the Materials by the Recipient except where such loss, claim, damage or liability is directly due to the negligent acts or omissions of the EMBL.6. Miscellaneous6.1 The Original Material is provided cost-free; however, a handling fee may be charged for itspreparation and shipment to the Recipient. As applicable, both items are specified in an accompanying letter to this MTA.6.2 This MTA shall be construed according to the laws of the Federal Republic of Germany. Anydispute arising from the interpretation and/or implementation of this MTA, which cannot besettled amicably,shall be brought before a competent court of first instance in the city of Mannheim, Federal Republic of Germany.6.3 This MTA shall enter into force on the date of the last signature to it. It expires automaticallyafter five (5) years or after conclusion of the experiments according to Annex 1, whichever occursfirst. Either Recipient or EMBL may terminate this Agreement forthwith by notice in writing if theother Party commits a substantial breach of this Agreement, which in the case of a breachcapable of remedy within such period will not have been remedied within thirty (30) days of thereceipt by the Party in default of notice identifying the breach and requiring its remedy.Theprovisions under Clauses 3, 4, 5, and 6.3 shall survive termination and/or expiration.6.4 In the event the Material or part of it should be under physical control of the Recipient beforethis MTA is signed, the terms and provisions shall apply for this Material retroactively.3 Originals – 1 X PARTNER, 1 X EMBLEM, 1 X EMBL ScientistCity / Town, dated Heidelberg, datedAddress EMBL, Meyerhofstrasse 1, 69117 Heidelberg,Germany______________________________ _________________________________Name: Title: Name: Ilka Singer Title: IP ManagerCity / Town, dated Heidelberg, datedRecipient Scientist EMBL Scientist______________________________ _________________________________ Name: Name: Dr. Kim RemansAnnex 1Original Materials:Aims of the intended experiments, description of research project:。