Terms & Conditions

PURPOSE:

The purpose of this Agreement is to evaluate the performance of the COMPANY’s germplasm in Alabama (“Purpose”). COMPANY will supply AUBURN with seed materials (the “Materials”) noted in the Entry Form for Performance Testing (“Testing”). For the avoidance of doubt, references to Materials in this Agreement include any traits incorporated therein.

PARTICIPATION and MATERIALS:

Materials may be used for Testing, teaching/demonstration purposes, or other non-breeding research activities. Materials will NOT be used for breeding purposes. COMPANY understands and agrees all grain, fiber, and seed produced from Materials sent for Testing shall be the property of AUBURN and the harvested product may be sold as a commodity. Material treatments and traits: If sending treated Materials (e.g. with pesticide(s)), COMPANY must note all treatments on the Entry Form and must include the Safety Data Sheet (“SDS”) in the Materials shipment to AUBURN. If Materials contain traits not approved for export, commercial grain channels, etc., COMPANY is required to notify AUBURN before such Materials are shipped to ensure field destruction can be guaranteed. COMPANY represents and warrants that all Materials provided for Testing are owned or licensed by COMPANY and COMPANY is authorized to provide the Materials to AUBURN for Testing. COMPANY represents and warrants the Materials are not regulated and do not require a United States Department of Agriculture permit. COMPANY agrees to indemnify and defend AUBURN if any claims are brought against AUBURN as a result of the foregoing representations not being accurate.

CONSIDERATION AND PAYMENT:

As consideration for the performance of the Testing, COMPANY shall pay Auburn University Variety Testing the fixed-fee total on the Entry Form upon receipt of invoice.

TRIALS:

All data generated including observational data, information, and results (“Results”) from the Trials are owned by AUBURN. Results may be posted by AUBURN as they become available on the Auburn University Variety Testing webpage https://aaes.auburn.edu/variety-tests/, https://auburn.medius.re/, or otherwise published by AUBURN for public use. Data from individual plots or un-summarized data will NOT be provided.

LAND USE:

COMPANY authorizes AUBURN to use all Materials provided for the purposes of Testing and COMPANY understands and agrees that Testing will occur on AUBURN or third-party owned property.

CONFIDENTIAL INFORMATION:

COMPANY shall not provide any confidential information to AUBURN. Additionally, COMPANY understands and agrees that Results are not confidential.

PUBLICITY:

COMPANY may not use the name of Auburn University, nor of any of its employees or members, nor any adaptation thereof, in any advertising, promotional or sales literature or news release without the prior written consent of AUBURN in each instance. Any COMPANY publication referring to the Results of the Testing shall be worded as not to imply endorsement by AUBURN or any other member of The Auburn University System by COMPANY or a specific product or producer and shall reflect credit on Auburn University, its personnel and activities.

MISCELLANEOUS:

PUBLIC INFORMATION ACT.  COMPANY acknowledges that AUBURN is obligated to strictly comply with the Alabama Open Records Law, § 36-12-40, Code of Alabama 1975. EXPORT ADMINISTRATION.  COMPANY understands that AUBURN is subject to United States laws and regulations controlling the export of technical data, computer software, laboratory prototypes and other commodities, and that it must comply with applicable United States (U.S.) export laws and regulations. Furthermore, the transfer of certain technical data and commodities may require a license from one or more agencies of the United States Government. COMPANY will comply with applicable U.S. export control laws including without limitation the Export Administration Regulations and the International Traffic in Arms Regulations as currently codified or later amended. This Section survives completion of the Testing. FORCE MAJEURE.  If AUBURN fails to fulfill its obligations hereunder, and such failure is due to an act of God, or other circumstance beyond its reasonable control, including but not limited to fire, flood, hail, hurricane, civil commotion, riot, war (declared and undeclared), revolution, acts of foreign or domestic terrorism, embargos, weather, pandemic, or mechanical failures then said failure shall be excused for the duration of such event and for such a time thereafter as is reasonable to enable AUBURN to resume performance under this Agreement. COMPANY acknowledges and agrees that in the event AUBURN is unable to obtain Results from Testing, no refund will be issued. COMPANY understands and agrees that AUBURN makes no warranties, express or implied, as to any matter, including, without limitation, warranties as to the conduct, completion, success or particular results of the Testing, or the condition, ownership, merchantability, or fitness for a particular purpose of the Testing, Results or any intellectual property or that the use of any intellectual property or Results will not infringe any intellectual property right of a third party. AUBURN shall not be liable for any direct, indirect, consequential, punitive or other damages suffered by COMPANY or any other person resulting from the Testing or the use of any intellectual property or Results. In the event of a dispute between the parties, the parties agree to negotiate a settlement in good faith.  Should this fail to resolve the dispute, the parties shall be free to pursue resolution through mediation where a mutually agreed upon neutral third party assists the disputants in reaching a negotiated settlement but has not the authority to bind either party to any resolution. The laws of the State of Alabama (without giving effect to its conflicts of law principles) govern all matters arising out of or relating to this Agreement, including, without limitation, its interpretation, construction, performance, and enforcement. For any claim against Auburn University which cannot be resolved through negotiation or mediation, Company’s sole option is to file a claim with the Alabama State Board of Adjustment per the Code of the State of Alabama §§41-9-60 through §§41-9-74. This Agreement shall not constitute, create, give effect to or otherwise imply a joint venture, partnership or formal business organization of any kind between the Parties.  Each Party shall act as an independent contractor and not as an agent for the other, and neither Party shall have any authority to bind the other except to the extent specifically provided herein. COMPANY acknowledges this Agreement, including the entry form, constitutes the entire agreement regarding the Testing and supersedes any prior oral or written agreements, commitments, understandings or communications with respect to the subject matter of this Agreement. The terms and conditions set forth herein are subject to amendment by the written agreement of the Parties.  The person, by singing below, represents and warrants they are an authorized representative of COMPANY with the authority to enter into this Agreement and agrees to the above terms on behalf of COMPANY.