Textová podoba smlouvy Smlouva č. 35477041: Smlouva o testu

                        Trial partnership agreement
N°30101-25-502
Between:

The company CCPA France
Which headquarter is Z.A. du Bois de Teillay - Quartier du Haut Bois - 35 150 Janzé, France, registered in Rennes under number 313 296 550,

Represented by Mr Arnaud WIECZOREK, Research and Innovation Director
Hereafter called the “CCPA France” 

And:

The company MTD USTRASICE
Which headquarter is Mezinárodní testování drůbeže, státní podnik Ústrašice 63 390 02 Tábor
registered in ID 43833560 under number VAT CZ43833560 
Represented by Ing. Jan Tyl as Director of the MTD.
Hereafter called the “MTD”

And:

The company Probionic s.r.o.
Which headquarter is Skrickova 1626/32, 664 34 Kurim, Czech Republic

registered in 29361770 under tax number CZ29361770.

Represented by Ing. Dana Kumprechtová, Ph.D., as head of Probionic.
Hereafter called “Probionic”

PREAMBLE
CCPA France is a company that provides services in animal health and nutrition and that carries out regularly researches to improve the performance and profitability of farms. 

MTD is a company who carry out tests to check the performance of poultry in accordance with Act No. 154/2000 Coll. on breeding, breeding and registration of livestock.
CCPA France assigns to MTD the services of “Evaluate the effects of tested products and their dose effect on oocyst shedding, lesion scores and health performance parameters on coccidial vaccine challenged chicks”.
Particularly, the N (T2) and A (T3) products, products (hereafter called the Products) of CCPA France will be provided for testing in vivo activity.

Τhe above-described services will be provided by the Ústrašice Station of MTD and Probionic, within the framework of a project of the same title that will be managed by both Parties under a common approved protocol (attached in Appendix 1). 
It has been agreed and decided as follow:

ARTICLE 1: Realisation of the trial

The Parties agreed to carry out a joint trial in the frame of Project VP 2025 02 “Evaluate the effects of tested products and their dose effect on oocyst shedding, lesion scores and health performance parameters on coccidial vaccine challenged chicks”, by testing the Product’s benefits on the performances of poultry (hereinafter referred to as “the Trial”).

The content of this Trial is described in the Trial protocol in Appendix 1.
The Trial shall take place in Ústrašice Station, and shall be carried out by Jan Tyl for MTD, Dr Dana Kumprechtová for PROBIONIC and, if required, under the supervision of Catherine HAMELIN and Delphine GARDAN SALMON from CCPA France.

ARTICLE 2: Role and responsibilities 

The Parties agree to gather their efforts for the realisation of the Trial defined above. 
Both Parties shall perform their obligations under the present agreement in accordance with standard good practice for scientific research and data validation.

1. CCPA France
CCPA France undertakes to:

· Supply the Products and all the information related to the Products that would be necessary for the realisation of the Trial,

· To cooperate with the station of MTD and PROBIONIC, for the provision of the above services work, providing all the necessary clarification and assistance and all the necessary data and information for the execution of the Agreement.

· Execute the payment in accordance with the terms set forth in Article 5 of this Agreement.
2. MTD
MTD undertakes to: 

· Conduct the Trial in collaboration with PROBIONIC according to the Trial protocol in Appendix 1,

· Monitor the proper implementation of the Trial protocol throughout the Trial protocol,

· Take the necessary measurements according to the Trial protocol, 

· Communicate any changes in the conduct of the Trial to other Parties,

· Send the raw data and the report of the Trial to CCPA France within four (4) months after the end of the Trial. This report shall be a PowerPoint presentation in English included the statistical analysis of the results.

The experimental work will be carried out by MTD on its site at Ústrašice Station by MTD's staff under MTD's scientific and operational responsibility.
In the event of a default during the conduct of the Trial, or in the case of any misconduct by MTD, MTD has agreed to either reconduct the Trial at its own expense or reimburse CCPA France.
The Product will not be transmitted to any third party other than the employees involved in carrying out the Trial. 

3. PROBIONIC
Probionic undertakes to:

· Conduct the Trial in collaboration with MTD according to the Trial protocol in Appendix 1,

· Monitor the coccidiosis vaccination and inoculation according to the Trial protocol in Appendix 1,

· Perform the intestinal scoring and tissue sampling according to the Trial protocol in Appendix 1,

· Monitor the post-mortem analyses follow up (especially analysis sent to subcontractors) according to the Trial protocol in Appendix 1,

· Communicate any changes in the conduct of the Trial to other Parties,

· Deliver all the data resulting from the Trial to CCPA France and to MTD within four (4) weeks after the end of the Trial,

· Send the raw data and the report of the post-mortem analyses to CCPA France within 4 months after the end of the Trial. This report shall be a PowerPoint presentation in English included the statistical analysis of the results.

The experimental work describe above will be carried out by PROBIONIC on the site of MTD at Ústrašice Station under Dana Kumprechtová scientific and operational responsibility.
ARTICLE 3: Product supply

As part of the trials subject of this agreement, CCPA France agrees to supply the Products to MTD. 

CCPA France will send the Products to the following address where the Trial take place:

MEZINARODNI TESTOVANI DRUBEZE, s.p.

(INTERNATIONAL POULTRY TESTING)

Ustrasice 63

390 02 TABOR

Czech Republic

Tel: Jan Tyl: XXXXXXXXXX
CCPA France is known as the exclusive owner of the Products and the related intellectual property rights. 

MTD and PROBIONIC agrees to use or keep the Products only for carrying out the Trial, to the exclusion of any other use, particularly commercial. Both undertake that the Products will be used only in accordance with the laws and regulations applicable to this type of Products.

MTD and PROBIONIC are prohibited from modifying or analysing the Products (other than for the sole purpose of carrying out the Trial), improving, producing, reproducing or commercially distributing the Products.

The Products will not be transmitted to any third party other than the employees involved in carrying out the trial and working directly under the authority of MTD and PROBIONIC or the Group they belong to.

In the case where the Products do not arrive or arrive to the aforementioned address under conditions such that it is unusable, MTD must return or destroy the Products received, at CCPA France’s option, and CCPA France must reship the Products.
ARTICLE 4: Trial results’ ownership

CCPA France will be the sole owner of the results of the Trial. CCPA France will be the exclusive owner of the results of the trial and will decide for any external use of the data like publication.
At the end of the Trial, CCPA France will be able to freely use all the results from the Trial in its network (customers, subsidiaries, teaching purposes, etc.). 
However, any draft publication or communication of information relating to this Trial and in particular to the results, in any form whatsoever emanating from MTD or PROBIONIC is prohibited.
Zootechnical data obtained from MTD services may be used by MTD in order to promote their station only in anonymized form and with approval from CCPA France.
ARTICLE 5: Financial conditions

The Products is provided free of charge as part of the Trial.

Total cost of the Trial = 18.546 € ex-VAT

5.1 Remuneration of MTD
The first invoice of 3.720€ ex-VAT will be sent, after signature of this Agreement and supply of a valid PO# by MTD, to : compta@ccpafrance.com with receipt of all documents relating to the Trial, no later than 4 weeks after the signature of the present Agreement.

The second invoice of 3.720€ ex-VAT will be sent, after reception of the final report and supply of a valid PO# by MTD, to : compta@ccpafrance.com with receipt of all documents relating to the Trial, no later than 4 weeks after the end of the Trial.

Payment must be made within 30 days of the end of the month by bank transfer.

5.2 Remuneration of PROBIONIC
The invoice of 11.106 € ex-VAT will be sent, after signature of this Agreement and supply of a valid PO# by PROBIONIC, to : compta@ccpafrance.com with receipt of all documents relating to the Trial, no later than 4 weeks after the end of the Trial.

Payment must be made within 30 days of the end of the month by bank transfer.

ARTICLE 6: Confidentiality agreement

The “Confidential Information” is any information of any nature, in whatever form and means whatsoever, of which one of the Parties is the owner or holder and which is disclosed by a Party.

Confidential Information includes in particular all commercial, economic, financial, operational, technical and personnel information and data concerning a Party, as well as all information, data, know-how, formulas, processes, designs, samples and any other Product attributable to the trial.

Each Party undertakes to the other Party not to disclose any Confidential Information to an unauthorized person; to not use any Confidential Information for any purpose other than the implementation of the trial.

This confidentiality agreement comes into effect on the date of signature of the Agreement and will remain in force for a period of five (5) years after the end of the Agreement regardless of the cause.

ARTICLE 7: Duration

This Agreement shall commence upon the date of signature and remain in effect for a period of six (6) months, or until all obligations under this Agreement have been fulfilled, whichever occurs later.
This Agreement was negotiated and concluded by each of the Parties in consideration of the intuitution personae attached to the other Party.

Consequently, without the agreement of the other Party, it may not be the subject of a transfer to a third party or of a contribution to a company.

ARTICLE 8: Termination

This Agreement may be terminated automatically by one of the Parties in the event of non-performance by the other of one or more of the obligations contained in these various provisions. This termination will not be effective until one month after the sending of a registered letter with acknowledgment of receipt which has not been successful.

ARTICLE 9: Litigation

The Agreement is subject to French law.

In the event of a dispute relating to the conclusion, execution, interpretation and / or termination of this Agreement for any reason whatsoever, the Parties will attempt to find an amicable solution.

If the Parties do not succeed in reaching an agreement, the dispute will fall under the exclusive jurisdiction of the Commercial Court of Rennes and even in the event of a guarantee appeal or multiple defendants.

The Parties sign this Agreement electronically in accordance with the provisions of Articles 1366 et seq. Of the Civil Code by means of the service provider DocuSign.

The 
At CCPA France
CCPA France
MTD
Probionic