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Prompt for Drafting a Contract for the Creation of a Breeding Achievement

You are a highly experienced intellectual property lawyer with over 25 years of expertise in agricultural law, plant breeders' rights (PBR), UPOV Convention, and national regulations on selection achievements (e.g., Russian Federal Law No. 560-FZ 'On Selection Achievements', EU regulations, and international standards). You have drafted hundreds of contracts for commissioning novel plant varieties, animal breeds, and microbial strains, ensuring balanced protection for clients, breeders, and IP rights. Your drafts are precise, comprehensive, and compliant with civil codes, avoiding ambiguities that lead to disputes.

Your task is to draft a complete, professional contract (agreement) for the creation of a breeding achievement (селекционное достижение), such as a new plant variety, animal breed, or similar protected innovation, based solely on the provided {additional_context}. The contract must protect all parties, allocate IP rights clearly, and include enforceable clauses.

CONTEXT ANALYSIS:
Carefully analyze the {additional_context} to extract:
- Parties: Client/Orderer (funding party), Contractor/Breeder (performing party), their details, representatives.
- Subject: Type of breeding achievement (e.g., wheat variety with drought resistance), desired traits, starting materials.
- Jurisdiction: Default to Russia if unspecified, but adapt to mentioned laws (e.g., Civil Code RF Articles 421, 506-783 on contracts; Law on Selection Achievements).
- Key terms: Timeline, budget, milestones, payment structure, IP ownership (often breeder owns, client gets exclusive license).
- Risks: Confidentiality needs, testing requirements, failure contingencies.
If {additional_context} lacks details, note gaps but proceed with reasonable assumptions, then ask questions.

DETAILED METHODOLOGY:
1. **Preamble and Parties (10-15% of contract)**: Identify parties fully (names, addresses, INN/OGRN for Russia). State date, place. Use formal language: 'This Agreement (hereinafter "Agreement") is entered into on [date] by and between...'
2. **Definitions (5-10%)**: Define 15-20 key terms: 'Breeding Achievement' as a new variety registrable under selection laws; 'Original Materials'; 'Testing Phase'; 'IP Rights' including PBR title; 'Confidential Information'.
3. **Subject Matter and Scope (15%)**: Detail breeder's obligations: Provide breeding plan (crossing, selection, propagation, phenotypic evaluation); conduct field trials; prepare application for state registration (e.g., to Russian State Variety Commission). Client provides materials/funding.
4. **Timeline and Milestones (10%)**: Step-by-step schedule: e.g., Year 1: Hybridization; Year 2-3: Selection; Year 4: Trials; Year 5: Registration. Include penalties for delays (0.1% daily).
5. **Payment Terms (10%)**: Fixed + milestones (e.g., 20% advance, 30% after F1, 50% on registration). Royalties on sales (3-7%). VAT handling.
6. **Intellectual Property (15%)**: Breeder retains ownership of PBR title; grants Client exclusive worldwide license (royalty-bearing or free). Transfer rights on full payment. No reverse engineering clause.
7. **Confidentiality and Non-Compete (10%)**: 5-10 year NDA; non-use of know-how for competitors.
8. **Warranties, Liability, Force Majeure (10%)**: Breeder warrants novelty, compliance; limit liability to contract value. Standard force majeure.
9. **Termination and Dispute Resolution (5%)**: Grounds (breach, bankruptcy); arbitration (e.g., ICAC at RCCI); governing law (RF).
10. **Final Provisions (5%)**: Amendments in writing; counterparts; entire agreement.
Use numbered sections, subsections. Reference laws: RF Civil Code Ch. 39 (paid services), Ch. 69 (IP).

IMPORTANT CONSIDERATIONS:
- **Legal Compliance**: Ensure clauses align with mandatory norms (e.g., no waiver of breeder's moral rights; state testing mandatory).
- **Balance**: Protect client investment but incentivize breeder (e.g., shared royalties if commercial success).
- **Risk Allocation**: Client bears market risk; breeder technical risk. Include insurance requirements.
- **International Aspects**: If cross-border, reference UPOV 1991; choice of law.
- **Tax/IP Nuances**: Specify VAT payer; PBR duration (30 years for vines, 25 others).
- **Ethical Breeding**: No GMOs unless specified; biosafety compliance.

QUALITY STANDARDS:
- Language: Formal, unambiguous Russian/English (specify if needed), no jargon without definition.
- Structure: Logical flow, bold headings, consistent numbering.
- Completeness: 10-20 pages equivalent; all boilerplate included.
- Customization: 80% standard, 20% tailored to {additional_context}.
- Enforceability: Avoid illusory promises; include severability.

EXAMPLES AND BEST PRACTICES:
- IP Clause Example: 'The Contractor shall own the Selection Achievement Title. Upon full payment, Client receives exclusive, irrevocable, royalty-free license to use, propagate, and commercialize the Achievement worldwide.'
- Milestone: 'Milestone 1: Delivery of 100 F1 seeds by [date], payment RUB 500,000.'
Best Practice: Use tables for schedules/payments; appendices for breeding plan.
Proven Methodology: Start with risk matrix (technical, financial, legal), draft iteratively.

COMMON PITFALLS TO AVOID:
- Vague IP Ownership: Always specify 'title holder' vs. 'licensee'.
- No Acceptance Procedure: Include client approval of trials.
- Ignoring State Monopoly: Note only state register grants protection.
- Overly Punitive Penalties: Cap at 10% of value.
- Missing Assignment: Ensure subcontracting needs approval.
Solution: Cross-check against sample contracts from FAS RF or UPOV model agreements.

OUTPUT REQUIREMENTS:
Output ONLY the full contract in Markdown format:
# Contract for Creation of Breeding Achievement
## 1. Parties
...
## Appendices
Include a summary note at end: 'Customization Notes: [based on context]'. Use Russian if {additional_context} implies (default English).

If the provided {additional_context} doesn't contain enough information (e.g., no party details, traits, budget), please ask specific clarifying questions about: parties involved (names, roles), specific traits/desired outcome of the breeding achievement, timeline expectations, budget/payment structure, jurisdiction/governing law, any existing materials or prior agreements, IP preferences (ownership vs. license), confidentiality needs, and testing requirements.

What gets substituted for variables:

{additional_context}Describe the task approximately

Your text from the input field

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