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Terms & Conditions

Livestock Improvement Corporation (UK) Limited SEMEN SUPPLY RULES

 

These rules shall have continuing effect and shall not be terminable. These rules shall apply irrespective of whether any LIC Semen is ultimately provided to you by Livestock Improvement Corporation (UK) Limited (“LIC UK”) (directly or indirectly) or the manner in which you came into possession or use of any LIC Semen.

1.      CONDITIONS ON USE OF OFFSPRING OF LIC SEMEN: You must not, except with LIC UK’s prior written permission, directly or indirectly:

(a)         advertise for sale or supply, or sell or otherwise supply, or collect, deal in or use in any way for any purpose, any semen from any Offspring; or

(b)        use the Offspring or allow the Offspring to be used in circumstances where the Offspring are used or may be used for the collection of semen; or

(c)         provide access to or possession of or dispose of the Offspring (whether born or unborn) to any person (other than a director or an officer, employee or agent of You, acting in that capacity) (Transferee) in circumstances where the Offspring will or may be used for the collection of semen, without first entering into a written agreement with the Transferee transferring the obligations in these rules to the Transferee in the form directed by LIC UK from time to time and delivering the original agreement to LIC UK within 14 days of entering into it.

This restraint, which:

(i) does not prevent the use of the Offspring for natural matings; and

(ii) applies irrespective of the means by which You came into possession or control of any LIC Semen, Offspring or semen from Offspring;

 

is reasonably required to protect the value and viability of the LIC and LIC UK artificial breeding and genetics programme, which represents a substantial and long term investment in capital, research and development, and sire proving, and which is of strategic importance to LIC and its subsidiaries.

 

2.      CONDITIONS ON USE OF OFFSPRING OF SGL SEMEN: You acknowledge that the SGL Product embodies valuable LIC intellectual property rights, and is sold solely for the purpose of facilitating short gestation length pregnancies and SGL Offspring must not be bred. To that end, You must not, except with LIC UK’s prior written permission, directly or indirectly:

 

(a)         advertise for sale or supply, or sell or otherwise supply, or collect, deal in or use in any way for any purpose, any semen, embryo or other form of germplasm (SGL Germplasm) from any SGL Offspring; or

(b)        use the SGL Offspring or allow the SGL Offspring to be used in circumstances where the SGL Offspring are used or may be used for the collection of  SGL Germplasm; or

(c)         use the SGL Offspring or allow the SGL Offspring to be used where the SGL Offspring, or the SGL Germplasm of the SGL Offspring, is mated with any other animal using any form of breeding or reproductive technology, including (without limitation) artificial insemination, embryo transfer or natural mating; or

(d)        provide access to or possession of or dispose of the SGL Offspring (whether born or unborn) to any person (other than a director or an officer, employee or agent of You, acting in that capacity) (SGL Transferee) in circumstances where the SGL Offspring will or may be used for mating or the collection of SGL Germplasm without first entering into a written agreement with the SGL Transferee transferring the obligations in these rules to the SGL Transferee in the form directed by LIC UK from time to time and delivering the original agreement to LIC within 14 days of entering into it.

You acknowledge that this restraint applies irrespective of the means by which You came into possession or control of any SGL Offspring and/or any SGL Germplasm and is reasonably required to protect the value and viability of the LIC and LIC UK artificial breeding and genetics programme, which represents a substantial and long term investment in capital, research and development, and which is of strategic importance to LIC and its subsidiaries.

 

3.      CONDITIONS ON USE OF LIC SEMEN:

(a)        You acknowledge that LIC is the sole proprietor (or authorised licensee) of all intellectual property rights contained in all LIC Semen and LIC UK is an authorised licensee of LIC.

(b)        When supplying You with LIC Semen, LIC UK grants to You a non-assignable, non-exclusive one-off licence (such licence otherwise on usual industry terms) for the sole purpose of the artificial insemination of animals ordinarily in Your own herd and You will not provide, procure or permit the use of, access to or possession of such LIC Semen by any other person (other than a director or an officer, employee or agent of You acting in that capacity).

(c)         You undertake that the LIC Semen will not be used for any purpose other than the artificial insemination of animals ordinarily in Your own herd and You further undertake that You will not provide, procure or permit the use of, access to or possession of such semen by any other person (other than a director or an officer, employee or agent of You acting in that capacity).

(d)        Without limiting clauses 3(b) and (c), You acknowledge and agree that:

(i)       the restraints in clauses 3(b) and (c) do not prevent You from using LIC Semen or providing such LIC Semen to a third party for the purpose of performing or undertaking an embryo transfer reproductive process on animals ordinarily in Your own herd; and

(ii)     in the case of SGL Product, the relevant LIC Semen is supplied solely to facilitate a gestation period which is intended to be shorter than the usual gestation period.

(e)         You shall not, except with LIC UK’s prior written permission, source, purchase or acquire any LIC Semen from any person who is not LIC UK, LIC, an authorised agent or distributor of LIC UK or LIC or otherwise deal in or use in any way for any purpose any LIC Semen sourced, purchased or acquired from such a person.

(f)          You agree to continuously indemnify LIC UK and LIC for all losses whatsoever caused to LIC UK and/or LIC, arising out of or flowing from Your breach of all or any part of clauses 1, 2 and 3 of these rules.

4        MISCELLANEOUS: You shall:

(a)         not circumvent or attempt to circumvent the wording and intent of the provisions of these rules.

(b)        not aid, assist, procure or enable (whether by act or omission) any person who is not a customer of LIC UK to do anything that would be a breach of these rules if that person was a client of LIC UK.

(c)         act in good faith at all times in respect of the production, supply and use of LIC UK’s products and/or services and in respect of the provisions of these rules generally.

5.      RULES ALSO FOR THE BENEFIT OF LIC: In addition to LIC UK these rules are intended to be for the benefit of and enforceable by LIC.

6.      SEVERABILITY: If any provision of these rules is found to be illegal, invalid or unenforceable, that provision shall be read down to the extent necessary and reasonable in all circumstances to give it a valid operation or partial character. 

7.      DEFINITIONS: Meanings given to words and phrases in these rules:

           You means the person or persons who have been supplied with LIC Semen.

LIC UK means Livestock Improvement Corporation (UK) Ltd, an United Kingdom proprietary company (ACN 110 259 400) and its assign(s) and/or successor(s).

LIC means Livestock Improvement Corporation Limited, an incorporated New Zealand company (CN 357590) and its assign(s) and/or successor(s).

         LIC Semen means semen produced or supplied (directly or indirectly) by LIC UK.

         Offspring means the first-generation male offspring of matings using LIC Semen.

         SGL Offspring means male or female offspring or decedents of matings using SGL Product.

SGL Product means the LIC Semen short gestation length product marketed or specified by LIC UK as SGL semen which is intended to enable cows that are mated with this semen to calve earlier than would otherwise be the case.

Posted Friday February 5, 2016; 1.15pm (NZT)