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Industry Sponsored Research Agreement - SPONSORED RESEARCH AGREEMENT

By Maurice Warren,2014-08-29 00:49
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Industry Sponsored Research Agreement - SPONSORED RESEARCH AGREEMENT

Version July 2009

    INDUSTRY SPONSORED RESEARCH AGREEMENT

THIS SPONSORED RESEARCH AGREEMENT made and effective as of the date of last signing

    (herein the “Effective Date”) by and between ___[name & address_____ (herein “Sponsor”), a for-profit

    corporation, and the UNIVERSITY OF CINCINNATI, a state institution of higher education organized

    under Section 3361 of the Ohio Revised Code, (herein “UC)” on behalf of the College of ___, Department

    of ____ having an office at University Hall, Suite 530, 51 Goodman Drive, Cincinnati, Ohio 45221-0222.

    WHEREAS, the research program contemplated by this Agreement is of mutual interest and benefit to UC and to the Sponsor, and will further the instructional and research objectives of UC in a manner consistent with its status as a nonprofit, tax-exempt, educational institution,

NOW, THEREFORE, the parties hereto agree as follows:

    1. STATEMENT OF WORK. UC agrees to use its reasonable efforts to perform the research

    program (herein the “Research Program”) as set forth in Exhibit A.

    2. PRINCIPAL INVESTIGATOR. ____, Ph.D. will supervise the research. If, for any reason, that

    person is unable to continue to serve as Principal Investigator, Sponsor and UC shall attempt to find

    a successor acceptable to both parties. If such a successor is not available, this Agreement shall be

    terminated as provided in Article 6.

3. PERIOD OF PERFORMANCE. The research shall be conducted during the period beginning

    on the ______________ and ending on __________________________ (herein the

    “Termination Date”) and will be subject to renewal only by mutual agreement of the parties.

4. REIMBURSEMENT OF COSTS. In consideration of the foregoing, the Sponsor agrees to

    support the research set forth in Exhibit A, including all direct and indirect costs consistent with

    UC’s policy for the conduct of this research effort, by paying the amounts as specified in the

    Budget, Exhibit B provided that the total of such costs does not exceed $_____ U.S. dollars.

    5. PAYMENT. Payments shall be made to UC by the Sponsor in U.S. dollars, 50% due and payable

    upon receipt of invoice 30 days after execution of the agreement by both parties and the remainder

    due upon receipt of invoice after deliverables are met. Invoices should be sent to:

    Name: _________________________

    Company: ______________________

    Address: _______________________

    ________________________

6. EARLY TERMINATION.

     A. Should UC breach this Agreement or become unable to perform hereunder, Sponsor shall

    have the right to terminate this Agreement. Sponsor shall notify UC of its intention to do

    so, and termination shall become effective sixty (60) days thereafter if UC is unable to cure

    the breach or rectify the problem.

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     B. Failure of Sponsor to pay any amount required hereunder within Thirty (30) days after

    receipt of an invoice from UC shall be cause for UC to terminate this Agreement. UC shall

    notify Sponsor of its intention to do so, and termination shall become effective sixty (60)

    days thereafter if Sponsor has not made such payment in full.

    C. Termination under this Article 6 does not relieve Sponsor of the obligation to reimburse

    all costs and non-cancelable commitments incurred in the performance of the Research

    Program prior to termination, such reimbursement not to exceed the total project cost as

    specified in Exhibit B.

    D. Either party may terminate this Agreement upon thirty (30) days written notice to the other

    party.

7. REPORTS AND CONFIDENTIAL INFORMATION

     A. From time to time during the term of this Agreement, UC will provide Sponsor with written

    summaries of research progress. A final report will be provided at completion.

     B. As used herein, “Confidential Information” shall mean information, know-how, samples,

    drawings or data, technical or non-technical, relating to the Research Program, that

    originates with either party, is disclosed or provided to the other and is clearly labeled as

    “Confidential”. If disclosed orally, the Confidential Information shall be promptly

    reduced to written form and labeled as “Confidential”. The recipient may use the

    originator’s Confidential Information for purposes of this Agreement, but agrees neither to

    use for any other purpose nor to disclose or provide such Confidential Information to any

    third party at any time during the term of this Agreement or thereafter, except as follows:

     1. To the extent that such Confidential Information was known to the recipient from

    sources other than the originator prior to its disclosure hereunder, and this is

    demonstrably documented in written records made by recipient prior to such

    disclosure; or

     2. To the extent that such Confidential Information in fact is public knowledge prior

    to or after its disclosure, other than through acts or omissions attributable to the recipient;

    or

     3. To the extent that such Confidential Information was disclosed or provided to the

    recipient by a third party who did not derive such information from the originator;

    or

    4. To the extent required by law, if a request is received under the Ohio Open

    Records Act, UC shall notify Sponsor in advance of releasing any Confidential

    Information.

     C. Each recipient specifically agrees not to export or re-export any information and/or

    technical data and/or products in violation of any applicable USA laws and/or regulations.

     D. Each recipient will retain control of Confidential samples received hereunder and will not

    provide them to parties who are not bound by this Agreement.

    8. PUBLICATIONS. UC reserves the right to publish the results of its research performed

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    hereunder. Before publishing, however, UC agrees to submit copies of any manuscript proposed

    for publication to Sponsor at least Thirty (30) days in advance of the presentation or publication

    date, and if Sponsor does not ask to defer publication within Thirty (30) days after receipt of the

    manuscript so that patent applications may be filed, UC may proceed with publication. In the event

    Sponsor asks to defer publication, UC shall not publish or otherwise disclose to any third party any

    of the information contained in the manuscript until such time as a patent application has been filed

    or the expiration of Sixty (60) days after the date of submission of the manuscript to Sponsor,

    whichever occurs first.

9. INTELLECTUAL PROPERTY.

     A. Subject to Section 3345.14 of the Ohio Revised Code, title to any discovery or invention

    conceived or first reduced to practice in the performance of the research program, herein

    “Project Invention,” shall be assigned to UC if all of the inventors are UC employees; shall

    be assigned jointly to Sponsor and UC if the inventors include employees of both parties;

    and shall be assigned to Sponsor if all the inventors are employees of Sponsor.

     B. If Sponsor asks UC to file patent applications on a Project Invention, Sponsor agrees to pay

    the costs of filing, prosecution and maintenance of the resulting patent application(s) and

    patents maturing therefrom. Sponsor shall notify UC of those foreign countries in which

    it desires a license, in sufficient time for UC to satisfy the patent law requirements of that

    country.

     C. If UC asks Sponsor to pay for the filing, prosecution or maintenance of a patent application

    or patent on a UC Project Invention, and Sponsor refuses, Sponsor’s option rights with

    respect to such patent application or patent shall terminate immediately.

     D. In consideration for research support and patent expenses received hereunder, UC grants

    to Sponsor an option (herein “the Option”) to acquire a license to any UC Project Invention,

    including any patent applications and patents resulting therefrom, according to the terms

    and conditions set forth herein.

     (1) The Option will expire on the Termination Date of this Agreement.

     (2) Sponsor may exercise the Option by written notice to UC at any time prior to its

    expiration declaring Sponsor’s intent to negotiate a license agreement with UC

    (herein the “License Agreement”). The parties shall begin to negotiate in good

    faith toward execution of the License Agreement under commercially reasonable

    terms within Sixty (60) days after receipt by UC of written notification by

    Sponsor.

     (3) Sponsor agrees promptly to notify UC in writing at any time during the Option

    Period if Sponsor determines not to exercise the Option, and further agrees to

    provide UC in reasonable detail in writing the basis for such determination. The

    Option shall expire immediately on such notification.

     E. Title to any copyrights or copyrightable material first produced in the performance of the

    Research Program shall remain with UC. UC shall grant to the Sponsor an irrevocable,

    royalty-free, non-transferable, non-exclusive right and license to use and reproduce all

    such copyrightable materials, including computer software and its documentation

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    specified to be developed and delivered under the Statement of Work, for Sponsor’s

    internal (non-commercial) purposes. UC further grants to Sponsor an option to negotiate

    a non-exclusive (or exclusive subject to third party rights, if any) royalty-bearing license

    to use, reproduce, display, distribute, and perform such computer software and its

    documentation for commercial purposes, such option to expire on the Termination Date.

    Computer software for which a patent application is filed shall be subject to paragraphs

    A-D above.

     F. All licenses granted pursuant to this Article 9 become effective as of the date the parties

    sign a subsequent license agreement.

    10. USE OF NAMES. Neither party will use the name of the other in any advertising or other form

    of publicity without the written permission of the other.

    11. ANIMAL AND HUMAN STUDIES. Any use of human subjects or live, vertebrate animals in

    the performance of research hereunder shall comply with all applicable laws and government

    regulations.

    12. NOTICES. Any notices required to be given or which shall be given under this Agreement shall

    be in writing delivered by first class mail (air mail if not domestic) addressed to the parties as

    follows:

     UNIVERSITY OF CINCINNATI SPONSOR

    Deborah Galloway, Executive Director, ______________________________

    Sponsored Research Services _______________________________

    University Hall, Suite 530 _______________________________

    51 Goodman Drive ______________________________

    University of Cincinnati _______________________________

    P.O. Box 210222 _______________________________

    Cincinnati, Ohio 45221-0222 _______________________________

    Phone: (513) 556-2873 Phone: ______

    Fax: (513) 556-4346 Fax: ______

    E-mail: deborah.galloway@uc.edu E-mail: __________

     In the event notices, statements, and payments required under this Agreement are sent by certified

    or registered mail by one party to the other party at its above address, they shall be deemed to have

    been given or made as of the date so mailed, otherwise as of the date received.

    13. ASSIGNMENT. This Agreement shall be binding upon and shall inure to the benefit of the

    parties hereto and the successors to substantially the entire business and assets of the respective

    parties hereto. This Agreement shall not be assignable by either party without the prior written

    consent of the other party.

    14. GOVERNING LAW. The validity and interpretation of this Agreement and the legal relation of

    the parties to it shall be governed by the laws of the State of Ohio and the United States.

    15. GOVERNING LANGUAGE. In the event that a translation of this agreement is prepared and

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    signed by the parties for the convenience of the sponsor, this English language version shall be the

    official version and shall govern if there is a conflict between the two.

    16. EXPORT CONTROLS. It is understood that UC is subject to United States laws and regulations

    controlling the export of technical data, computer software, laboratory prototypes, and other

    commodities, and that its obligations hereunder are contingent on compliance with applicable U.S.

    export laws and regulations (including the Arms Export Control Act, as amended, and the Export

    Administration Act of 1979). The transfer of certain technical data and commodities may require

    a license from the cognizant agency of the United States Government and/or written assurances by

    the Sponsor that the Sponsor will not re-export data or commodities to certain foreign countries

    without prior approval of the cognizant government agency. While UC agrees to cooperate in

    securing any license which the cognizant agency deems necessary in connection with this

    Agreement, UC cannot guarantee that such licenses will be granted.

    17. FORCE MAJEURE. UC shall not be responsible to the Sponsor for failure to perform any of the

    obligations imposed by this agreement, provided such failure shall be occasioned by fire, flood,

    explosion, lightning, windstorm, earthquake, subsidence of soil, failure or destruction, in whole or

    in part, of machinery or equipment or failure of supply of materials, discontinuity in the supply of

    power, governmental interference, civil commotion, riot, war, strikes, labor disturbance,

    transportation difficulties, labor shortage, or any cause beyond the reasonable control of UC.

18. WARRANTY DISCLAIMER. Nothing in this Agreement shall be construed as:

     A. A warranty or representation by UC as to the validity or scope of any patent.

     B. A warranty or representation that anything made, used, sold or otherwise disposed of under

    any license that may be granted upon exercise of the Option is or will be free from

    infringement of patents, copyrights and trademarks of third parties;

     C. An obligation to bring or prosecute actions or suits against third parties for infringement;

     D. Conferring rights to use in advertising, publicity or otherwise any trademark or the name

    of UC; or

     E. Granting by implication, estoppel or otherwise any licenses under patents of UC other than

    patent(s) identified herein, regardless whether such other patents are dominant or

    subordinate to any such patent(s).

     Except as expressly set forth in this Agreement, UC MAKES NO REPRESENTATIONS AND

    EXTENDS NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. THERE

    ARE NO EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS

    FOR A PARTICULAR PURPOSE, OR THAT ANY ACTIVITY PERFORMED OR

    DELIVERABLE PROVIDED HEREUNDER SHALL BE FREE OF

    INFRINGEMENT OF THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS

    OR OTHER RIGHTS.

19. ENTIRE AGREEMENT. Unless otherwise specified, this Agreement embodies the entire

    understanding between UC and the Sponsor for this project, and any prior or contemporaneous

    representations, either oral or written, are hereby superseded. No amendments or changes to this

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    Agreement, including without limitation, changes in the statement of work, total cost, and period

    of performance, shall be effective unless made in writing and signed by authorized representatives of the parties.

    By signature below of duplicate originals, Sponsor and UC hereby agree to this Sponsored Research Agreement as of the Effective Date.

UNIVERSITY OF CINCINNATI [Name]

By___________________________________ By____________________________

Title_________________________________ Title__________________________

Date_________________________________ Date__________________________

Tax ID No. 31-6000989 Tax ID No.: ____________________

D-U-N-S No. 04106-4767 D-U-N-S No. ______________

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    Exhibit A

    Research Program

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    Exhibit B

    Budget

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    Exhibit C

    Federal Prime Award (If flow-through)

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