part 2 of TSA

[gsanocki]

-Grants Cyanamid the right to inspect1 take samples and test all the grower's owned and/or leased fields planted with canola, or any other land farmed by the grower, and to monitor the grower's canola fields and storage bins for the following three years for compliance with the terms of the TSA. All inspections would be performed at a reasonable time, and if possible, in the presence of the grower. The grower would also agree to supply upon request the locations of all fields planted with canola in the following three years. 3. Upon signing the TSA1 the grower is eligible to purchase certified SMART canola seed. The amount of seed purchased must match the acreage stated on the TSA. - With the presentation of the TSA and the seed purchase invoice, the grower can purchase a SMART branded herbicide labeled for use (Odyssey and Pursuit and their registered tank mixes) on SMART canola seed. The herbicide purchase will reflect the acreage to be treated as per the TSA. $3 of the $5 per acre TSA fee will be discounted from the SMART branded herbicide invoice. 4. If a grower violates any of the Terms and Conditions of the TSA, the grower would forfeit any right to obtain any TSA in the future and the existing TSA may at Cyanamid's option be terminated immediately. In the event of any use of SMART canola seed which is not specifically authorized in the TSA, the grower agrees that Cyanamid and its seed company partners will incur a substantial risk of losing control of SMART canola seed and that it may not be possible to accurately determine the amount of Cyanamid's damages. The grower would therefore agree to the following: -To pay Cyanamid the lesser of the equivalent certified seed cost or $20 per acre for every acre planted with SMART canola seed not covered by the TSA; and -Deliver to Cyanamid or its designated agent, at the grower's expense, all seed containing the SMART trait that results from the unauthorized use of SMART canola or at Cyanamid's option, the grower would destroy all crop containing the SMART trait resulting from the unauthorized use of SMART canola; and -If grower sells, gives, transfers or otherwise conveys any seed containing the SMART trait contrary to the Terms and Conditions of the TSA, the grower would pay to Cyanamid a sum equal to the lesser of the equivalent certified seed cost or $20 for each acre capable of being planted using the seed that was sold, given, transferred or otherwise conveyed, whichever is greater; and -To pay Cyanamid all costs incurred by it as a result of the grower breaking any of the Terms and Conditions of the TSA, including all legal fees and disbursements incurred by Cyanamid on a solicitor and client basis.

[ggilchrist]

I had a chance to review the agreement and found is similar to the agreement growers sign to gain access to Monsanto's product. This agreement is a licence agreement authorized under the Patent act. This allows the Patent holder to change a licence fee. The Patent Act allows the holder to place restrictions on the use of the technology unlike plant breeders rights Act which allows growers to reuse their own seed. Land Lord Tenants Tenant assumes all obligations under the agreement. The right to inspect expires with the lease. Tenants should get landlords permission to sign the agreement. Should the landlord agree to the right of inspection of his lands and then refuses, he could be liable for breech of contract. A person who does not sign the agreement is not bound by the terms of the agreement, but a new tenant may be limited because the land in question may still be subject to an old agreement. In some respect both this agreement and Monsanto's could cause a 1 in 5 legal canola rotation that has nothing to do with agrinomic reasons. The landlord should keep track of what is grown on his land but requires the tenants permission to know this information. If you sign??? Full access to the technology and benefit. Violate the agreement and you pay: - $20/ac + - loss of crop/revenue plus transportation expense + - solicitor and client costs for Cyanimid if they sue you in Federal Court. You also run the risk of loosing any subsiquent crop of canola within the 4 year agreement if volunteer is found in another canola crop that is not Cyanimid's seed. The agreement does not address well found seed or technology tresspass. The $20 penalty is there because it may be difficult for Cyanimid to show actual damages to the court and if they can't the default damage is the 20/ac. Alberta, unlike Saskatchewan, has a tresspass act to cover unauthorized entery. If you don't sign and for what ever reason you end up with Cyanimid technology in your field, Cyanimid has the right to sue you in federal court.