LABORATORY SERVICES AGREEMENT
between
UNIVERSITY OF KANSAS CENTER FOR RESEARCH, INC.
and
SPONSOR
This agreement made this ______day of ______, by and between ______(name and address)______hereinafter called "SPONSOR" and the University of Kansas Center for Research, Inc., 2385 Irving Hill Road, Lawrence, KS 66045, hereinafter called "KUCR".
WITNESSETH:
WHEREAS, the SPONSOR desires to provide financial support for a project described in Appendix A entitled ______, which is of interest to SPONSOR and KUCR, and
WHEREAS, KUCR is willing to undertake such a project.
NOW, THEREFORE, the parties agree as follows:
1. The SPONSOR will furnish the product or device to be tested along with the complete
Protocol for the tests (hereinafter called "TESTS"). This Protocol will be followed in all aspects
by the Principal Investigator.
2. For support of the TESTS which shall extend from ______through ______, the SPONSOR agrees to provide the sum of ______dollars ($ ______) or no more than a capped sum of______dollars for a maximum of _____ tests as outlined in Appendix A. One half of the capped sum will be made upon receipt of the fully executed Agreement and the remaining portion at completion of the work. Checks must be made payable to KUCR and delivered to:
University of Kansas Center for Research, Inc.
Attn: Accounts Receivable – 2504270
2385 Irving Hill Road
Lawrence, KS 66044
3. KUCR has made arrangements so that personnel and facilities will be available
to do testing. All property acquired by KUCR specifically for the conduct of this
project will become the property of KUCR.
4. The SPONSOR will be furnished reports of progress of the project on mutually agreed upon
dates. The data from the analysis will not be published without written permission of the
SPONSOR.
5. It is understood that the principal product anticipated from these TESTS will be the reports
indicated in Paragraph 4. Any invention made strictly following the Protocol furnished by the SPONSOR will be the property of the SPONSOR.
6. Should it be necessary for KUCR to receive SPONSOR’S Confidential Information, SPONSOR agrees to state in writing at the time of delivery that such information is confidential, or if given orally, reduce it to writing, clearly marking it as “Confidential” within ten (10) days or oral disclosure. KUCR agrees to safeguard SPONSOR’s Confidential Information to the same extent that it safeguards its own. However, such confidentiality will not apply to information which (a) is at the time of receipt public knowledge or after receipt becomes public knowledge through no act of omission on the part of KUCR; (b) was known to KUCR or anyone at the University of Kansas, as shown by written records, prior to disclosure by SPONSOR; (c) has been independently developed by persons in KUCR’s or the University of Kansas’s employ or who otherwise have no contact with Confidential Information, as proven with written records; (d) is received by KUCR or anyone at the University of Kansas from a third party, or (e) when disclosure is required by law.
7. KUCR agrees that the information provided to SPONSOR under this agreement will be reasonably accurate in accordance with scientifically accepted standards. KUCR disclaims all warranties including all implied warranties of merchantability and fitness for a particular purpose.
8. For the purposes of this Agreement, the parties are independent contractors and neither is an employee of the other.
9. This Agreement may be terminated in whole or in part for any reason by either party upon fifteen (15) days written notice to the other party. SPONSOR will compensate KUCR for all work completed or in process through the termination date and for any uncancellable obligations.
10. SPONSOR shall indemnify, hold harmless and defend KUCR and the University of Kansas, and their respective officers, directors, trustees, employees, and agents (the "indemnified parties") against any and all claims, demands, actions, liability and expenses ("claims") including claims, allegedly resulting in whole or in part from the negligence of the indemnified parties or from acts or omissions for which the indemnified parties otherwise would be strictly liable, related to or arising out of (i) SPONSOR'S use of any deliverables resulting from the TESTS, reports, inventions, patents, or other property or rights accruing to SPONSOR hereunder (the “inventions") or (ii) the development, testing, manufacturing, sale, disposition or use of any product, device or object based on the invention. SPONSOR shall be responsible for any damage to KUCR’s or the University of Kansas’s facilities and/or personnel caused by the product and/or device being tested provided the Principal Investigator followed the Protocol furnished by the SPONSOR.
11. KUCR will not accept export-controlled materials or technical information under this Agreement. SPONSOR warrants that materials and technical information provided to KUCR are not subject to US Export Control Laws.
12. SPONSOR will not use the name of KUCR or University of Kansas, nor of any member of KUCR’s or the University of Kansas’s Project staff, in any publicity, advertising, or news release without the prior written approval of an authorized representative of KUCR and of the University of Kansas. SPONSOR will not under any circumstances advertise or otherwise state or imply that KUCR or the University of Kansas has tested or approved any product or process.
13. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Kansas.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written.
SPONSOR: ______UNIVERSITY OF KANSAS CENTER FOR RESEARCH, INC.
By: ______By: ______
Typed Name: Typed Name: Joseph A. Heppert, PhD.
Title: Title: Vice President
Date: ______Date: ______
KUCR Project Reference #:______
APPENDIX A – Statement of Work
10/2011