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PART lI
RESEARCH AGREEMENT.
?
THIS AGREEMENT effective this day of , 198_, by and between
(hereinafter referred to as "Sponsored and the UNIVERSITY
OF , a non-profit educational institution (or its agent) of the
State of (hereinafter referred to as University.
WITNESSETH:
WHEREAS, the research program contemplated by this Agreement is of mutual interest
and.benefit to University and to Sponsor, will further the instructional and
research objectives of University in a manner consistent with its status as a
non-profit, tax-exempt, educational institution, and may deri~c benefits for both
Sponsor and University through inventions, improvements, and/or discoveries;
NOW, THEREFORE, in consideration of the premises and mutual covenants herein
contained, the parties hereto agree to the following:
Article 1 - Deti~itlons
As used herein, the following terms shall have the following meanings:
1.1
1.2
1.3
Projects shall mean the description of the project as described in Appendix A
hereof, under the direction of Dr. as principal investigator.
Contract Periods is-
. l9g_ through . 198_
Univcrs~ty Intellectual Property. shall mean individually and collectively
all inventions, improvements and/or discoveries which are conceived and/or
made (i) by one or more employees of University, or (ii) jointly by one or
more employees of University and by one or more employees of Sponsor in
performance of Project.
Article 2 - Research Worlc
2.1 University shall commenec the performance of Project promptly after the
effective date of this Agreement, and shall use reasonable efforts to perform
such Project substantially in accordance with the terms and conditions of this
Agreement. Anything in this Agreement to the contrary notwithstanding,
Sponsor and University may at any time amend Project by mutual written
agreement.
In the event that the Principal Investigator becomes unable or unwilling to
continue Project, and a mutually acceptable substitute is not available,
University and/or Sponsor shall have the option to terminate said Project.
.
Brackets (I 1) have been placed in the text where appropriate to indicate variable time frames that can be used in an
agreement. In some cases, ranges of time hare been placed in the brackets to suggest reasonable lengths of time.
OCR for page 3
Article 3 - Reports and Conferences
3.1
Written program reports shall be provided by University to Sponsor every
months, and a final report shall be submitted by University
within [forty-five (45) days] of the conclusion of the Contract Period or
early termination of this Agreement.
3.2 During the term of this Agreement, representatives of University will meet
with representatives of Sponsor at times and places mutually agreed upon to
discuss the progress and results, as well as ongoing plans, or changes
therein, of Project to be performed hereunder.
Article 4 - Costs, Billings, and Other Support
4.1 It is agreed to and understood by the parties hereto that, subject to
Article 2~ total costs to Sponsor hereunder shall not exceed the sum
be made bv SDonsor
of Dollars ($ ). Payment shall
according to the following schedule: ~ i.
4.2 Sponsor shall loan/donate the following equipment to University under the
following conditions: [_ i.
University shall retain title to any equipment purchased with funds provided
by Sponsor under this Agreement.
4.3
Anything herein to the contrary notwithstanding, in the event of early
termination of this Agreement by Sponsor pursuant to Article 9 hereof, Sponsor
shall pay all costs accrued by University as of the date of termination,
including non-cancellable obligations, which shall include all non-cancellable
contracts and fellowships or postdoctoral associate appointments called for in
Appendix A, incurred prior to the effective date of termination. After
termination, any obligation of Sponsor for fellowships or postdoctoral
associates shall end no later than the end of University's academic year
following termination.
Article 5 - Publicity
Sponsor will not use the name of University, nor of any member of University's
Project staff, in any publicity, advertising, or news release without the
prior written approval of an authorized representative of University.
University will not use the name of Sponsor, nor any employee of Sponsor, in
any publicity without the prior written approval of Sponsor.
Article 6 - Publications
6.1
Sponsor recognizes that under University policy, the results of University
Project must be publishable and agrees that Researchers engaged in Project
shall be permitted to present at symposia, national, or regional professional
meetings, and to publish in journals, theses or dissertations, or otherwise of
their own choosing, methods and results of Project, provided, however, that
Sponsor shall have been furnished copies of any proposed publication or
presentation at least ~ ~ months in advance of the submission of such
proposed publication or presentation to a journal, editor, or other third
party. Sponsor shall have ~ ~ months, after receipt of said copies,
to object to such proposed presentation or proposed publication because there
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is patentable subject matter which needs protection In the cent that
Sponsor makes such objection, said Researchers shall refrain from making
such publication or presentation for a maximum of [- ~ months from date
of receipt of such objection in order for University to file patent
applicationts) with the United States Patent and Trademark Office and/or
foreign patent officers) directed to the patentable subject matter contained
in the proposed publication or presentation.
Article 7 - Intellectual Property
7.1 All rights and title to University Intellectual Property under Project shall
belong to University and shall be subject to the terms and conditions of this
Agreement.
:
I.
i
7.2 Rights to inventions, improvements and/or discoveries, whether patentable or
copyrightable or not, relating to Project made solely by employees of Sponsor
shall belong to Sponsor. Such inventions' improvements, and/or discoveries
shall not be subject to the terms and conditions of this Agreement.
7.3 University will promptly notify Sponsor of any University Intellectual
Property conceived and/or made during the Contract Period under Project. If
Sponsor directs that a patent application or application for other
intellectual property protection be filed, University shall promptly prepare,
file, and prosecute such U.S. and foreign application in University's name.
Sponsor shall bear all costs incurred in connection with such preparation,
filing, prosecution, and maintenance of U.S. and foreign applicationts)
directed to said University Intellectual Property. Sponsor shall cooperate
with University to assure that such applications) will cover, to the best of
Sponsor's knowledge, all items of commercial interest and importance. While
University shall be responsible for making decisions regarding scope and
content of applicationts) to be filed and prosecution thereof, Sponsor shall
be given an opportunity to review and provide input thereto. University shall
keep Sponsor advised as to all developments with respect to such
applicationts) and shall promptly supply to Sponsor copies of all papers
received and filed in connection with the prosecution thereof in sufficient
time for Sponsor to comment thereon.
If Sponsor elects not to exercise its option or decides to discontinue the
financial support of the prosecution or maintenance of the protection,
University shall be free to file or continue prosecution or maintain any such
applications, and to maintain any protection issuing thereon in the U.S. and
in any foreign country at University's sole expense.
Article 8 - Grant of RIghts
8.1
Pursuant to Article 7.3' University grants Sponsor the first option, at
Sponsor's sole selection, for either a non-exclusive, royalty-free license or,
for consideration, an conclusive license with a right to sublicense on terms
add conditions to be mutually agreed upon. The option shall extend for a time
period of ~ ~ from the date of termination of the Agreement.
Article 9 - Term and Termination
9.1 This Agreement shall become ctfectivc upon the date first hereinabove written
and shall continue in effect for the full duration of the Contract Period
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1
1
unless sooner terminated in accordance with the provisions of this Article.
The parties hereto may, however, extend the term of this Agreement for
additional periods as desired under mutually agreeable terms and conditions
which the parties reduce to writing and sign. Either party may terminate this
agreement upon ninety (90) days prior written notice to the other.
9.2
9.3
In the event that either party hereto shall commit any breach of or default in
any of the terms or conditions of this Agreement, and also shall fail to
remedy such default or breach within ninety (90) days after receipt of written
notice thereof from the other party hereto, the party giving notice may, at
its option and in addition to any other remedies which it may have at law or
in equity, terminate this Agreement by sending notice of termination in
writing to the other party to such effect, and such termination shall be
effective as of the date of the receipt of such notice.
Subject to Article 8, termination of this Agreement by either party for any
reason shall not affect the rights and obligations of the parties accrued
prior to the effective date of termination of this Agreement. No termination
of this Agreement, however effectuated, shall affect the Sponsor's rights and
duties under Article 7 hereof, or release the parties hereto from their rights
and obligations under Articles 4, 5, 6, 7, 8, and 10.
Article 10 - Independent Contractor
10.1 In the performance of all services hereunder:
10.1.1 University shall be deemed to be and shall be an independent
contractor and, as such, University shall not be entitled to any
benefits applicable to employees of Sponsor;
10.1.3 Neither party is authorized or empowered to act as agent for the other
for any purpose and shall not on behalf of the other cntcr into any
contract, warranty, or representation as to any matter. Neither shall
be bound by the acts or conduct of the other.
Article 11 - Insurance
11.1 University warrants and represents that University has adequate liability
insurance, such protection being applicable to officers, employees, and agents
while acting within the scope of their employment by University, and
University has no liability insurance policy as such that can extend
protection to any other person.
11.2 Each party hereby assumes any and all risks of personal injury and property
damage attributable to the negligent acts or omissions of that party and the
officers, employees, and agents thereof.
Article 12 - Governing Law
12.1 This Agreement shall be governed and construed in accordance with the laws of
the State of
Article 13 - Assignment
13.! This Agreement shall not be assigned by either party without the prior written
consent of the parties hereto.
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~ :
13.2 This Agreement is assignable to any division of Sponsor, any majority
stockholder of Sponsor, and/or any subsidiary of Sponsor in which
perccut of the outstanding stock is owned by Sponsor.
.
Article 14 - Agreement Modification
i
.
. -
v
.
14.1 Any agreement to change the terms of this Agreement in any way shall be valid
only if the change is made in writing and approved by mutual agreement of
authorized representatives of the Parties hereto.
Article 15 - Notices
15.1 Notices, invoices, communications, and payments hereunder shall be deemed made
if given by registered or certified envelope, postage prepaid, and addressed
to the party to receive such notice, invoice, or communication at the address
given below, or such other address as may hercaftcr be designated by notice in
writing:
If to Sponsor:
If to University:
If Technical M6ttcr:
SPONSOR
ADpRESS
CITY,,, STATE. ZIP CODE'
UNIVERSITY
ADl:)RESS
CIl;.y. STATE. ZlP CODE
PRINCIPAL INVESTIGATOR
TITLE
UNIVERSITY ADDRESS
CITY. STATE. ZIP COD}
IN WITNESS WHEREOF, the parties have caused these presents to be executed in
duplicate as of the day and year first above written.
,(SPO~SOR)
.
By:
Title:
Witness
- 6 -
(UNT9ERSITY)
By:
Title:
Witness
Representative terms from entire chapter:
proposed publication
