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Suggested Citation:"Part II: Research Agreement." National Research Council. 1988. Simplified and Standardized Model Agreements for University-Industry Cooperative Research. Washington, DC: The National Academies Press. doi: 10.17226/10010.
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Suggested Citation:"Part II: Research Agreement." National Research Council. 1988. Simplified and Standardized Model Agreements for University-Industry Cooperative Research. Washington, DC: The National Academies Press. doi: 10.17226/10010.
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Suggested Citation:"Part II: Research Agreement." National Research Council. 1988. Simplified and Standardized Model Agreements for University-Industry Cooperative Research. Washington, DC: The National Academies Press. doi: 10.17226/10010.
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Suggested Citation:"Part II: Research Agreement." National Research Council. 1988. Simplified and Standardized Model Agreements for University-Industry Cooperative Research. Washington, DC: The National Academies Press. doi: 10.17226/10010.
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Suggested Citation:"Part II: Research Agreement." National Research Council. 1988. Simplified and Standardized Model Agreements for University-Industry Cooperative Research. Washington, DC: The National Academies Press. doi: 10.17226/10010.
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Below is the uncorrected machine-read text of this chapter, intended to provide our own search engines and external engines with highly rich, chapter-representative searchable text of each book. Because it is UNCORRECTED material, please consider the following text as a useful but insufficient proxy for the authoritative book pages.

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.

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

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

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.

~ : 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

Next: Appendix I: Optional and Alternative Clauses »
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