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MITACS INTERNSHIP AGREEMENT

Accelerate Internship Program

BETWEEN:

THE UNIVERSITY OF MANITOBA

(the “University”)

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(“Sponsor”)

WHEREAS:

  1. The Parties wish to participate in the MITACS Accelerate Internship Programand plan to submit a grant application entitled “” to MITACS for research funding;
  1. The MITACS Accelerate Internship Program connects Manitoba businesses with University researchers in all disciplines who have advanced levels of expertise in areas that address vital research opportunities. It partners graduate students interns and postdoctoral fellow Interns and their Academic Supervisor with companies, hospitals, government agencies and not-for-profit organizations. These connections help partners utilize new tools, technologies and methodologies to address issues that are vital to an organization’s success. Sponsor Organizations benefit from the power of advanced research while Interns and Academic Supervisors benefit from new research opportunities. All MITACS Accelerate supported projects are funded in four-month periods. Project funding comes to the University from MITACS and includes:

i.the Sponsor Organization funds of $7,500

ii. MITACS matching funds of $7,500

  1. The Intern and Academic Supervisor will collaborate with the Sponsor to
  1. The Parties each have proprietary knowledge and information relating to the activities to be undertaken pursuant to the MITACS Accelerate Internship Program;
  1. During activities undertaken pursuant to the MITACS Accelerate Internship Program a Party may disclose to another certain information deemed to be confidential in nature; and
  1. The Parties wish to establish and define their respective rights, obligations and interests with respect to the Project.

NOW THEREFORE, for and in consideration of the foregoing and the mutual promises and covenants contained herein, the Parties agree as follows:

1.Definitions

Whenever the words and expressions which follow appear in this Agreement, they shall be interpreted according to the definitions given hereafter unless implicitly or explicitly expressed otherwise in the text.

1.1“Academic Supervisor” means the academic supervisor of an Intern, which in this case is;

1.2“Background Intellectual Property” means Intellectual Property belonging to University or Sponsor prior to the commencement of this Agreement.

1.3“Confidential Information” means any and all non-public information disclosed by the Parties, which the Parties believe to be confidential and/or proprietary, whether provided in oral, written, graphic or other form, including without limitation, any clinical data, technical data, protocol, studies, or Know-how, ideas, invention(s), designs, schematics, drawings, formulas, data, product development plans, strategies, forecasts and other technical, engineering, manufacturing, product, marketing, servicing, contracts, personnel, pricing or finances relating to the Parties.

“Confidential Information” does not include information that:

  1. is in the possession of the Receiving Party at the time of disclosure as shown by the Receiving Party’s files and records immediately prior to the time of disclosure;
  1. prior to or after the time of disclosure, becomes part of the public knowledge, not as a result of any inaction or action of the Receiving Party;
  1. is approved by the Disclosing Party, in writing, for release;
  1. was received by the Receiving Party from a third party having a legal right to disclose it without restriction and was not subject to an obligation of confidentiality owed to the third party at the time of disclosure;
  1. is developed by or for the Receiving Party independently of and without reference to disclosures hereunder, as shown by written records; or
  1. the Receiving Party is compelled to disclose in response to a valid order of any governmental agency, court or other quasi-judicial or regulatory body of competent jurisdiction, provided however, that the ReceivingParty shall, as promptly and as reasonably possible, give notice to the other party of the requirement so that the other party may contest the requirement to provide such Confidential Information.

1.4“Foreground Intellectual Property” means any Intellectual Property arising directly or indirectly from the Project;

1.5“Intern” means, the graduate student or post-doctoral fellow (“PDF”) participating in MITACS ACCELERATE,

1.6“Intellectual Property”(“IP”) means any new and useful art, invention, discovery, innovation, process, product, formulae, software, manufacture or composition of matter, or any new and useful improvement in any art, invention, discovery, innovation, process, product, formulae, software, manufacture or composition of matter, and any industrial and/or intellectual property rights and all such other rights which may be or are statutorily protected or capable of being protected under statute;

1.7“Know-how” means unpatented technical information (including, without limitation, information relating to inventions, discoveries, concepts, methodologies, models, research, development and testing procedures, the results of experiments, tests and trials, manufacturing processes, techniques and specifications, quality control data, analyses, reports and submissions) that is not in the public domain;

1.8“MITACS Accelerate” means a research-based internship program used to support research involving Interns, their Academic Supervisors, and a Sponsor;

1.9“Party or Parties” means individually University orSponsor and collectively the “Parties”;

1.10“Project” means the activities undertaken as part of the MITACSACCELERATEor MITACS ELEVATE as stipulated in the grant application, as more particularly described in paragraph B;

1.11“Third Party Intellectual Property Rights” means the Intellectual Property rights, domestic or foreign, of any third party;

1.12“Results” means all information, Know-how, results, inventions, software and other Intellectual Property identified or first reduced to practice or writing in the course of the Project; and

2.Confidentiality

2.1The Parties shall maintain in confidence the Confidential Information disclosed by either and received from the other either prior to the execution of this Agreement or hereafter. The Receiving Party agrees not to use the Confidential Information disclosed to it by the Disclosing Party for its own use or for any purpose except to carry out discussions concerning the Permitted Purpose, and if agreed to by the Parties in writing, the undertaking thereof. Each Party shall notify the other Party in writing immediately upon becoming aware of the occurrence of an unauthorized release or other breach of this Agreement.

2.2.The Receiving Party will not disclose such Confidential Information to third parties or to the directors, officers, employees, auditors or financial or legal advisers of the Receiving Party or those of its affiliates (“Representatives”), except to those Representatives who have a need to know such Confidential Information solely for the purposes of carrying out the discussions regarding the Permitted Purpose and/or negotiating the terms of a definitive agreement with the Disclosing Party and only to the extent necessary for such purposes, and only to such Representatives who have previously been made aware of the terms of this Agreement;

2.3.The Receiving Party agrees to take all necessary and appropriate steps to keep confidential and protect the Disclosing Party's Confidential Information in order to prevent it from falling into the public domain or the possession of unauthorized persons, including, without limitation, those steps that the Receiving Party takes to protect the confidentiality of its own confidential information which steps shall be no less than those required to satisfy a reasonable standard of care.

2.4In the event that a protective order is not obtained and the Receiving Party is nonetheless, in the opinion of its counsel, required by law, government or judicial order, or stock exchange listing standard, to disclose any Confidential Information, disclosure may be made only as to that portion of the Confidential Information which the Receiving Party is advised in writing by counsel is legally required to be disclosed. Disclosures made under this paragraph shall not otherwise exempt the disclosed Confidential Information from protection under this Agreement. The Receiving Party has the burden of proving the foregoing exceptions and must notify the Disclosing Party within five (5) business days from the time of disclosure upon such exceptions.

2.5.The Parties agree to be responsible for any breach of the provisions of this Agreement by their respective Representatives. The Receiving Party agrees to notify the Disclosing Party in writing of any misuse or misappropriation of such Confidential Information of the Disclosing Party of which the receiving Party becomes aware of and agrees to cooperate with the Disclosing Party in every reasonable way to help the Disclosing Party regain possession of the Confidential Information and prevent its future unauthorized use.

2.6 Upon termination of this Agreement and in the absence of any further written agreement between the Parties, each Party shall cease all use of the Confidential Information disclosed to it hereunder, and shall upon written request of the Disclosing Party, promptly (no longer than thirty (30) days) return or destroy all Confidential Information in its legal files to determine any continuing obligations hereunder. If the Confidential Information is returned, it will be accompanied by all copies of such documentation, except for documentation which must be retained by the Receiving Party to comply with governmental regulations or for archival purposes. If the Confidential Information is destroyed, the Receiving Party shall provide the Disclosing Party confirmation of destruction. The Receiving Party may retain one copy of the Disclosing Party’s Confidential Information for regulatory and risk management purposes provided that such copy is securely maintained in a secure location at the Receiving Party’s principal place of business or by the Receiving Party’s legal counsel. No use of such Confidential Information is permitted except as expressly provided in this Agreement, and the Receiving Party agrees not to rely upon, in any manner, Confidential Information except as expressly authorized by this Agreement. No grant of any of the Disclosing Party's intellectual property rights, including any license implied or otherwise, is given or intended to be given.

3. Ownership and Use of Intellectual Property & Other Results

3.1This Agreement does not affect the ownership of any in any Background Intellectual Property or in any other technology, design, work, invention, software, data, technique, Know-how, or materials that are not Results. All Background Intellectual Property will remain the property of the party that contributes it to the Project (or its licensors). No licence to use any Background Intellectual Property is granted or implied by this Agreement except the rights expressly granted in this Agreement.

3.2Where a Party’s Background Intellectual Property is required in order to proceed with the Project, each Party hereby grants the other a royalty-free, non-exclusive licence to use its Background Intellectual Property for the purpose of carrying out the Project, but for no other purpose. Neither Party may grant any sub-licence to use the other's Background Intellectual Property except that the Sponsor may allow its Affiliates and any person working for or on behalf of the Sponsor or any Affiliates to use the University's Background Intellectual Property exclusively for the purpose of carrying out the Project.

3.3Foreground Intellectual Property first created or reduced to practice by the Intern or the Academic Supervisor in the undertaking of the Project as part of the MITACS Accelerate Internship Program will be disclosed to the Sponsor and assigned by the Intern or Academic Supervisor as the case may be to the University and will be assigned by the University to the Sponsor in exchange for an annual royalty:

a)the Parties agree that if the Foreground Intellectual Property and/or the Results lead to a new Product or service, the Sponsor will pay to the University an annual royalty of 3% on the gross sales of the new Product or service that is derived from the Intellectual Property in the Results for the duration of its protected lifespan;

b)the Parties further agree that if the Foreground Intellectual Property and/or the Results lead to process improvements and/or efficiencies that result in increased Product yield, the Sponsor will pay to the University an annual royalty of 3% on the derived income directly attributable to the Intellectual Property in the Results for the duration of its protected lifespan.

3.4Copyright in materials produced by the Intern or the Academic Supervisor in the undertaking or Results of the Project will be owned in accordance with and subject to the provisions of the Publication and Copyright section of this Agreement;

3.5Results first identified, created, or reduced to practice by the Sponsor or an employee or other individual participating in the Project through the Sponsor will be owned by the Sponsor, the employee or other individual in accordance with applicable law and any agreement between the Sponsor Organization and such employee or other individual;

3.6The University shall ensure that the Academic Supervisor and the Intern will avoid the use in the Project of Intellectual Property that is known to them to be owned by a third party and not authorized for use in the Project. In the event that any such Third Party Intellectual Property is advertently or unavoidably used in the Project, upon acquiring personal knowledge of such use, any participant in the Project shall promptly notify the other participants thereof and refrain from any further use.;

3.7The Sponsor hereby grants to each of the University, the Intern and the Academic Supervisor a royalty-free, non-exclusive, perpetual, irrevocable license to use the Foreground Intellectual Property and any other Results owned by the Sponsor, any of its employees or other individual participating in the Project through the Sponsor, for the purpose of undertaking the Project and for research, scholarly publication, education or other non-commercial use.

4.Publications and Copyright

4.1Subject to compliance with the requirements of this section, the University isnot restricted from presenting, publishing or otherwise disseminating the Results of any research relating to the Project (including without limitation the Foreground Intellectual Property) at symposia, professional meetings or for academic evaluation or other academic purposes (including, without limitation, publishing thesis, course reports, journal articles or other academic publications) provided that the University will submit to the Sponsor, a copy of any proposed publication containing the Results of the Project or any Foreground Intellectual Property at least thirty (30) days in advance of the proposed publication date. The Sponsor may, within fifteen (15) days following receipt of a copy of the proposed publication require by written notice to the University, the Academic Supervisor and the Intern that the proposed publication date be delayed, for a period of not greater than sixty (60) days, so as to permit the Sponsor to make application to register a patent with respect to the Foreground Intellectual Property or may request that any Confidential Information of the Sponsor be removed. Failing receipt of such notice in the time and manner provided, the University, the Academic Supervisor and the Intern will be free to publish the proposed publication without further notice to the Sponsor.

4.2Copyright in any publication or presentation material will owned by the author in accordance with the University’s applicable policies and collective agreements, excluding any software code and related technical documentation created as part of the Project, which shall be Foreground Intellectual Property. The moral rights of the author shall not be affected.

4.3Notwithstanding anything else in this Agreement, and for the purposes of clarity, the Parties acknowledge and agreement that the Intern shall own copyright in his/her thesis and that no delay may be imposed with respect to the Intern’s graduation or dissemination of the thesis.

5.Publicity

5.1Neither Party will, without consent of the other Party, use the name of the other Party or any of its Representatives in any publicity, news release or advertising relating to this Agreement or the subject matter hereof, disclose to any other person the fact that Confidential Information of the other Party has been disclosed under this Internship Agreement, that discussions or negotiations are taking place between the Parties, or any of the terms, conditions, status or other facts with respect thereto, except as required by law and then only with prior notice as soon as possible to the other Party.

6.Representation and Warranty and Indemnity

6.1Sponsor acknowledges that the Project is experimental and exploratory in nature and that no promise is made by the University, the Intern or by the Academic Supervisor with respect to the achievement of any particular results, desired or otherwise, in a given Project. The Sponsor agrees to undertake its own due diligence prior to any use of the Foreground Intellectual Property and/or Results. No warranty or representation is given by the University, the Intern or by the Academic Supervisor with respect to the Foreground Intellectual Property or the Results including, without limitation, any implied warranties as to merchantability, fitness for a particular purpose or of non-infringement. The Universityexpressly disclaims all obligations and liabilities for damages of any kind or nature whatsoever including, but not limited to, direct, indirect, special, incidental, punitive and consequential damages, solicitors’ and experts' fees, and court costs (even if they have been advised of the possibility of such damages, fees or costs), arising out of or in connection with the Project or any use in any manner whatsoever of any Results or Foreground Intellectual Property.

6.2The Sponsor will hold harmless and indemnify University, its Board of Governors, executives, faculty, staff, employees, agents, students, successors and assigns (including without limitation, the Academic Supervisor and the Intern) from and against any and all claims, demands or judgments, including all associated legal fees, expenses and disbursements actually incurred, on a solicitor and own client basis, from or arising out of the use by the Sponsor, or anyone for whom the Sponsor is in law responsible or any of their successors or assigns, of the Foreground Intellectual Property or the Results of the Project, including without limitation any damages of any kind or nature whatsoever (including but not limited to direct, indirect, special, incidental, punitive or consequential), losses of any kind or nature (including without limitation loss of revenues, profits, savings, business, data or records) or costs arising in any manner whatsoever (including arising from or incidental to any product liability or other lawsuit, claim, demand or other action brought), directly or indirectly, from or out of any use whatsoever of Foreground Intellectual Property or the Results.