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Sponsored Research Agreement

This Sponsored Research Agreement (“SRA”) is effective as of the ____ of ______, 20__ (the “Effective Date”), between ______, acorporation organized and existing under the laws of the State of ______(“SPONSOR”), and University, a ______corporation organized and existing under the laws of the State of ______(“UNIVERSITY”).

Recital

WHEREAS, the research project relating to ______as described in Exhibit 1 and contemplated by this SRA is of mutual interest and benefit to UNIVERSITY and SPONSOR, will further the instructional, scholarship and research objectives of UNIVERSITY in a manner consistent with its status as a non-profit educational institution, and may result in benefits for UNIVERSITY and SPONSOR through inventions, improvements and discoveries;

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

  1. DEFINITIONS

1.1“UNIVERSITY Project Intellectual Property” means all Project Intellectual Property invented or authored by UNIVERSITY personnel and not also bySPONSOR personnel.

1.2“Confidential Information” means information, data, or material in writing which [the disclosing party has clearly marked or identified in writing as, OR: is]confidential or proprietary in nature, [or if orally disclosed, reduced to writing by the disclosing party within thirty (30) days of disclosure].

[Consider: If marking requirement is feasible under the Project]

1.3“Copyrightable Material” means any material or other property, including computer software, that is or may be copyrightable or otherwise protectable under Title 17 of the United States Code.

1.4“Export Controlled Information” means material that is technical data under applicable U.S. export regulations.

1.5“Field” means ______.

1.6“Invention” means any invention or discovery that is or may be patentable or otherwise protectable under Title 35 of the United States Code.

1.7“Joint Project Intellectual Property” means all Project Intellectual Property invented or authored by both UNIVERSITY personnel and SPONSOR personnel, or invented or authored by SPONSOR personnel using UNIVERSITY facilities, resources, equipment or funds, [or invented or authored by UNIVERSITY personnel using SPONSOR facilities, resources, equipment or funds.]

1.8“Noncancellable Obligations” means obligations that UNIVERSITY has reasonably incurred pursuant to the [agreed upon] Project [budget] through the effective date of termination of this SRA and that UNIVERSITY has reasonably mitigated, including but not limited to:1) noncancellable graduate fellowships and appointments, and 2) other salaries, benefits, and overhead for the original term of the SRA for personnel specifically employed for the Project.

1.9“Principal Investigator” means the person who is responsible for UNIVERSITY’s performance of the Project as identified in Section 2 of this SRA.

1.10“Project” means the project as described in the Statement of Work.

1.11“Project Intellectual Property” means all Copyrightable Material and Inventionsinvented or authored in the performance of the Project under this SRAby UNIVERSITY personnel [in the laboratory of the Principal Investigator], or by SPONSORpersonnel, or jointly by such UNIVERSITY and SPONSOR personnel.

1.12“SPONSORProject Intellectual Property” means all Project Intellectual Property invented or authored by SPONSOR personnel and not alsoUNIVERSITYpersonnel[,orby use of UNIVERSITY facilities, resources, equipment or funds].

1.13“SPONSOR Supplied Material” means any information, equipment, supplies, or other support that SPONSOR supplies to UNIVERSITY in connection with the Project.

1.14“Statement of Work” means the form attached hereto as Exhibit 1 or later agreed to by the parties and which is incorporated herein in its entirety by this reference.

1.15“Technical Data” means all data generated within the performance of the Project.

  1. NOTICES AND CONTACT INFORMATION

All notices will be directed as follows:

To UNIVERSITY:

ResearchAdministration

Principal Investigator NameContact info

Division

Address.

Phone:Phone:

Fax:Fax:

Email:Email:

To SPONSOR:

Technical/ScientificAdministration

Contact NameContact Name

TitleTitle

Addressaddress

TelephoneTelephone

FaxFax

EmailEmail

  1. PROJECT PERFORMANCE

3.1Notwithstanding that UNIVERSITY does not warrantor represent any result or utility for any research performed under this SRA, the Principal Investigator shall be responsible for and shall use reasonable efforts to perform the Project substantially in accordance with the terms and conditions of this SRA and UNIVERSITY’s Code of Conduct, available for review at:

3.2Nothing in thisSRAmay be construed to limit the freedom of UNIVERSITY or UNIVERSITY personnel, whether participants in this SRA or not, from engaging in similar research inquiries made independently under grants, contracts or agreements with parties other than SPONSOR.

Alternate language – Exclusivity

During the Term, and for a period of [x]years after the execution of a license agreement pursuant to Section 10.5, the Principle Investigators and their laboratories shall work exclusively with SPONSOR on [______] and shall not conduct, participate in, or fund (directly or indirectly), with or on behalf of a for-profit Third Party, research, development or commercialization activities with respect to [_____]. If the Agreement is terminated in its entirety pursuant to Sections [x], or if SPONSOR does not exercise its right to negotiate a license pursuant to Section 10.5, then such exclusivity shall end.]

3.3 Subject to the confidentiality obligations of Section 9 of this SRA, SPONSOR hereby grants to UNIVERSITY a non-exclusive license to use SPONSOR Supplied Material [for noncommercial educational and research purposes and] for performance of the Project, [and UNIVERSITY hereby grants to SPONSOR a non-exclusive license to use UNIVERSITY Supplied Material for performance of the Project.]

3.4SPONSOR represents and warrants to UNIVERSITY that: (a) SPONSOR owns the SPONSOR Supplied Material or rights to the SPONSOR Supplied Material allowing SPONSOR to provide it and the license granted in Section 3.3 above to UNIVERSITY, and (b) nothing contained in the SPONSOR Supplied Material nor the exercise of the license granted to UNIVERSITY infringes upon the proprietary rights of any third party or violates any agreement between SPONSOR and any third party. [UNIVERSITY represents and warrants to SPONSOR that: (a) UNIVERSITY owns the UNIVERSITY Supplied Material or rights to the UNIVERSITY Supplied Material allowing UNIVERSITY to provide it and the license granted in Section 3.3 above to SPONSOR, and (b) nothing contained in the UNIVERSITY Supplied Material nor the exercise of the license granted to SPONSOR infringes upon the proprietary rights of any third party or violates any agreement between UNIVERSITY and any third party.]

3.5UNIVERSITY may, to the extent is reasonable and consistent with the Scope of Work, use funds provided by SPONSOR under this SRA for student recruitment, retention, and development programs. Such programs may include, but are not limited to, the UNIVERSITY Summer Undergraduate Research Fellowship, the WAVE Fellows Program, and programs to recruit, retain, and support students having disabilities and other underrepresented students. Subject to SPONSOR’s prior written approval, UNIVERSITY shall provide reasonable public recognition of SPONSOR for UNIVERSITY’s such use of funds.

Alternative language - UNIVERSITY may use SPONSOR’s funding solely for the activities under the Statement of Work, and in accordance with the agreed upon budget.

[Consider: Joint Steering Committee, comprised of 2-3 representatives from each party, meeting quarterly, to oversee the progress of the Project]

4.PAYMENT

4.1SPONSOR shall pay ______in consideration of UNIVERSITY’s performance under this SRA.

4.2.UNIVERSITY shall submit invoices quarterly, referencing the Principal Investigator listed in Section 2 of this SRA.SPONSOR shall make payment within thirty (30) days of receipt of each invoice. All payments to UNIVERSITY shall be net, and free and clear of all taxes, duties and other levies. [Alt: UNIVERSITY shall pay all sales, turnover, income, revenue, value added, and other taxes levied on UNIVERSITY on account of any payments accruing or made to UNIVERSITY under this Agreement.]

Alternate language – Project Funding

Approved funding for a calendar year will be invoiced in equal installments in advance on a calendar quarterly basis during such calendar year. Each such payment will be due within sixty (60) days of receipt by SPONSOR of a progress report and an invoice from UNIVERSITY, both of which shall be sent at the beginning of each calendar quarter. Such progress report shall detail the activities conducted and the actual expenses incurred in the preceding calendar quarter under the Statement of Work. Within each invoice University shall reconcile the actual expenses incurred in the preceding calendar quarter to the payment received for such preceding calendar quarter. Any overpayment shall be credited to such invoice. Any underpayment shall be added to such invoice. In no event shall the total amount paid for a calendar year exceed the approved annual portion for such calendar year, without the prior approval of SPONSOR.

[Consider: SPONSOR right to audit annually, and provision for reconciling over and underpayments identified by the audits.]

4.3Payment will be made to University and sent to:

University Address

4.3UNIVERSITYagrees to maintain books, records, documents, and other evidence pertaining to all costs and expenses to the extent and in such detail as will properly reflect all net[invoiced] costs, direct and indirect, of labor, materials, equipment, supplies and services, and other costs, and expenses of whatever nature incurred in the performance of this Project.

4.5Title to all equipment and personal property purchased under this SRAwill vest in UNIVERSITY.

Alternate language – Grant Payment by Milestone

The below budget (Budget) and payment schedule (Payment Schedule) is hereby incorporated in this SRA.

Budget:

Fees / Not to exceed $100,000
Subcontractor Expenses / Not to exceed $50,000
TOTAL / Not to exceed $150,000

Payment Schedule:

Deliverable / Fees / Expenses / Total
Completion by University of Milestone 1 to Sponsor’s reasonable satisfaction / $25,000 / $0 / $25,000
Completion by University of Milestones 2 and 3 to Sponsor’s reasonable satisfaction / $0 / Not to exceed $50,000 / Not to exceed $50,000
Completion by University of Milestones 4 and 5(inclusive of peer review changes) to Sponsor’s reasonable satisfaction / $25,000 / $0 / $25,000
Completion by University of Milestones 6, 7 and 8(including changes required by fact check, editorial, copyedit, design and production) to Sponsor’s reasonable satisfaction / $50,000 / $0 / $50,000
Total / $100,000 / Not to exceed $50,000 / Not to exceed $150,000

In accordance with the payment schedule chart above and upon completion of each Deliverable, University shall submit invoices to Sponsor detailing hours worked, activities performed and any subcontractor expenses incurred. Reports containing subcontractor expenses shall be accompanied by original receipts in order for Unversity to receive reimbursement.

5.TERM/TERMINATION

5.1This SRA is entered into as of the Effective Date and will continue until ______unless earlier terminated pursuant to this Section. This SRAwill not be effective until it is executed by both UNIVERSITY and SPONSOR, and it may be extended by mutual written agreement of both UNIVERSITY and SPONSOR.

5.2This SRA may be terminated at the discretionof [UNIVERSITY or]SPONSOR upon sixty (60) days prior written notice to the other party.

[Consider: Limiting right of UNIVERSITY to terminate without cause, in particular if funding is paid upfront or in advance.]

5.3In the event UNIVERSITY or SPONSOR commits a material breach of this SRA, the nonbreaching party may provide written notice of the breach and the breaching party will have ten (10) business days within which to remedy the breach.If the breaching party fails to remedy the breach within such period, the nonbreaching party may immediately terminate the SRA.

5.4In the event of termination or expiration of this SRA, SPONSOR shall within thirty (30) days reimburse UNIVERSITY for all costs and Noncancellable Obligations incurred for the Project.If the termination is for material breach under Section 5.3 of this SRA, SPONSOR’s payment under this Section 5.4 does not preclude either party from pursuing other remedies under law or equity for the breach.

[Consider: Reimbursement of amounts pre-paid and not expended by UNIVERSITY]

5.5Any unexpended funds remaining at the completion of the Project or upon other termination of the SRAwill be reimbursed to the SPONSOR.

5.5The provisions and obligations of Sections 3, 5, 7, and 9-15 will survive notwithstanding the expiration or termination of this SRA.

Alternate language – Termination due to Personnel Change

Termination. In the event personnel key to this projectleave University’s employment and Sponsor and University cannot agree on replacement personnel, University may terminate this SRA by giving thirty (30) days written notice of termination to Sponsor. Following such termination, (i) Sponsor shall pay University for work completed, and any Noncancellable Obligations, prior to the date of termination; (ii) University shall provide Sponsor with any Project Intellectual Property created prior to termination, including drafts; and (iii) University will cease work under this SRA as of the effective date of termination. University agrees that it shall cooperate with Sponsor in transitioning the work contemplated in this SRA to a new provider and that during the 30-day period after receipt of the termination notice, the only services or activities that University shall perform are those services and activities which are required to wind-down University’s engagement and provide for an orderly transition to another provider, unless otherwise directed by Sponsor.

6.REPORTS AND TECHNICAL DATA

6.1UNIVERSITY shall furnish SPONSOR with reports on the Projectannually, or as set forth in the Statement of Work.

Alternative Language- Reports

UNIVERSITY shall furnish SPONSOR with detailed reports on the data and progress related to the Project quarterly, or as set forth in the Statement of Work.

6.2All Technical Data generated by UNIVERSITYare the property of UNIVERSITY. UNIVERSITY shall provide a copy of Technical Data to SPONSOR upon request.

Alternative language – Technical Data

All Technical Data generated by UNIVERSITY are the property of UNIVERSITY. All Technical Data generated by SPONSOR are the property of SPONSOR. UNIVERSITY shall provide a copy of any Technical Data generated by UNIVERSITY to SPONSOR as part of the quarterly reports. SPONSOR will have a nonexclusive, worldwide, royalty-free right and license to use and share such Technical Data for SPONSOR’s internal research and development purposes.

  1. TRADEMARKS

Neither party may use the name, trade name, trademark or other designation of the other party or its affiliates in any advertising, promotion, product or publicity material, or make any form of presentation or statement in relation to research or testing done under this SRA which would constitute an express or implied endorsement of any commercial product or service, and may not authorize others to do so, without first having obtained written approval from the other party.

  1. PUBLICATIONS

8.1UNIVERSITYmay release any information or publish any material resulting from the Project.

8.2UNIVERSITY shall furnish SPONSOR with a copy of any proposed publication of such material preferably thirty (30) days prior to, but in no case later than simultaneously with, submission for publication for SPONSOR to identify SPONSORConfidential Information or patentable inventions.

8.3Upon written notification by SPONSOR of SPONSOR Confidential Information disclosed in a proposed publication, UNIVERSITY agrees to revise the publication to comply with the obligations of Section 9 of this SRA.

8.4Upon written notification by SPONSOR of an Invention disclosed in a proposed publication, UNIVERSITYagrees to use its best efforts to file a U.S. patent application sufficient in UNIVERSITY’s sole judgment to preserve patent rights in the Invention.UNIVERSITY shall have no obligation to revise or delay publication to accommodate such a U.S. patent application.

8.5SPONSORmay not publicly release information or publish any material resulting from the Project without prior written consent from UNIVERSITY.

Alternative Language – Publications

8.1Either Party may publish the Technical Data resulting from the Project subject to the terms in this ARTICLE 8.

8.2The Publishing Party shall furnish the other Party with a copy of any proposed publication at least thirty (30) days (or at least fifteen (15) days in the case of oral presentations) prior to submission so as to provide such other Party with an opportunity to recommend any changes it reasonably believes are necessary to continue to maintain the Confidential Information disclosed by the other Party to the Publishing Party in accordance with the requirements of this Agreement. The incorporation of such recommended changes shall not be unreasonably refused; and if such other Party notifies ("Publishing Notice") the Publishing Party in writing, within thirty (30) days after receipt of the copy of the proposed publication or presentation (or at least fifteen (15) days in the case of oral presentations), that such publication or presentation in its reasonable judgment (i)contains an invention, solely or jointly conceived and/or reduced to practice by the other Party, for which the other Party reasonably desires to obtain patent protection or (ii)could be expected to have a material adverse effect on the commercial value of any Confidential Information disclosed by the other Party to the Publishing Party, the Publishing Party shall prevent such publication or delay such publication for a mutually agreeable period of time. In the case of inventions, a delay shall be for a period reasonably sufficient to permit the timely preparation and filing of a patent application(s) on such invention, and in no event less than ninety (90) days from the date of the Publishing Notice.

  1. CONFIDENTIAL INFORMATION

9.1During the course of this SRA, the parties may provide each other with certain Confidential Information.Either party may refuse to receive such Confidential Information.Should a party choose to receive Confidential Information, then the receiving party shall receive and hold it in confidence and agrees to use its reasonable efforts to prevent disclosure to third parties.The receiving party may not disclose Confidential Information for a period of three (3) years from the end of this SRA, except as required to perform under this SRA.

9.2The receiving party is not obligated under Section 9.1 above for information that:

(a) is now public knowledge or subsequently becomes such through no breach of this SRA;

(b) is rightfully in the receiving party’s possession prior to the disclosing party’s disclosure as shown by written records;

(c) is disclosed to the receiving party by an independent third party who, to the best of the receiving party’s knowledge, is not under an obligation of confidentiality for such information to the disclosing party;

(d) is required to be disclosed by law or by judicial or governmental requirement; or

(e) is independently developed by or for the receiving party without benefit of Confidential Information received from the disclosing party as shown by written records.