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REGENTS OF THE UNIVERSITY OF IDAHO SPONSORED RESEARCH AGREEMENT THIS AGREEMENT, effective this 151 day of April, 2001, by and between The Regents of the University of Idaho. a public corporation, state educational institution. and a body politic and corporate organized and existing under the Constitution and laws of the state of Idaho (hereinafter referred to as "University") and the City of Moscow. having a principal place of business at: P.O. Box 9203, Moscow. Idaho 83843, (hereinafter referred to as "Sponsor"). RECITALS: 1. The research program contemplated by this Agreement is of mutual interest and benefit to University and Sponsor, will further the multiple missions of University (Education, Research. and Public Service) in a manner consistent with its status as a non-profit. tax exempt, educational institution. and may derive benefits for Sponsor. University and society by the advancement of science and engineering through discovery; 2. Sponsor has expressed a desire to engage University to create or enhance technologies that will assist in Sponsor's development and commercialization of new products and/or processes; 3. University's research capabilities reflect a substantial public investment which University, as a part of its mission as a Land Grant University, wishes to utilize in a cooperative and collaborative research effort with Sponsor in order to meet the above stated needs; NOW, THEREFORE, in consideration of the premises and mutual covenants set forth below, the parties hereto agree to the following: Article 1 - Definitions 1.1 "Project" shall mean the research described in Exhibit A hereof, incorporated by reference. under the direction of Donald Blackketter (hereinafter referred to as "Principal Investigator"). 1.2 "Intellectual Property" shall mean certain inventions and/or discoveries conceived and/or reduced to practice in performance of this Project and resulting patents. divisions. continuations. or substitutions of such applications and all reissues thereof, upon which a University employee or agent is a named inventor. 1.3 "Proprietary Information" shall mean any written information and data marked proprietary or non-written information and data disclosed which is identified at the time of disclosure as proprietary and is reduced to writing and transmitted to the other party within sixty (60) days of such non-written disclosure. Article 2 - Period of Performance Period of performance shall be from April 1, 2001, to June 30, 2003, (hereinafter referred to as "Period of Performance"). ---PAGE BREAK--- Article 3 - Research Work University shall commence the performance of Project on the first day of Period of Performance and shall use reasonable best efforts to perform Project substantially in accordance with the terms and conditions of the Agreement. Article 4 - Reports The Principal Investigator shall furnish Sponsor with reports regarding Project as specified in Exhibit A. Article 5 - Fiscal Considerations 5.1 University shall be reimbursed by Sponsor for all direct and indirect costs incurred in connection with the Project up to the amount of $30,000.00. (Budget attached as Exhibit Sponsor is not liable for any cost in excess of the amount specified herein without written authorization from Sponsor. This is a cost-reimbursable agreement. Upon execution of this Agreement, University will submit invoices for payment due within thirty (30) days from receipt of the invoice in accordance with the following schedule: Annual invoices not to exceed $10,000 per year in FY01, FY02, and FY03. 5.2 University shall retain title to any equipment purchased with funds provided by Sponsor under this Agreement. 5.3 In event of early termination of this Agreement pursuant to Article 10 hereof, Sponsor shall pay all reasonable costs and non-cancelable obligations incurred by University as of the date of termination. Article 6 - Publicity Neither party to this Agreement will use the name of the other party, nor of any member of the other party's employees, in any publicity, advertising, or news release without the prior written approval of an authorized representative of that party. Article 7- Publications 7.1 Sponsor and University acknowledge the need to balance Sponsor's need to protect commercially feasible technologies, products, or processes with University's public responsibility to freely disseminate scientific findings for the advancement of knowledge. University recognizes that the public dissemination of information based upon Research performed under this Agreement cannot contain Proprietary Information nor should it jeopardize Sponsor's ability to commercialize Intellectual Property developed hereunder. Further, University acknowledges that commercially sensitive information related to the design or composition of specified products or processes is not of general interest, while its confidentiality may be critical to the commercialization of said products or processes. Similarly, Sponsor recognizes that the scientific results of Project must be publishable 2 ---PAGE BREAK--- and, subject to the confidentiality provisions of the Agreement, may be presented in forums such as symposia or international, national or regional professional meetings, or published in vehicles such as books, journals, websites, theses, or dissertations. 7.2 University agrees not to publish or otherwise disclose Proprietary Information. Sponsor agrees that University, subject to review by Sponsor, shall have the right to publish results of Project which are not proprietary to the design or composition of specified products or processes derived from Project. Sponsor shall be furnished copies of any proposed publication or presentation at least thirty (30) days before submission of such proposed publication or presentation. During that time, Sponsor shall have the right to review the material for Proprietary Information provided by Sponsor and to assess the patentability of any invention described in the material. If Sponsor decides that a patent application should be filed, the publication or presentation shall be delayed an additional sixty (60) days or until a patent application is filed, whichever is sooner. At Sponsor's request, Proprietary Information provided by Sponsor shall be deleted. Article 8- Intellectual Property 8.1 University and Sponsor acknowledge the need to balance Sponsor's ability to reasonably exploit, with due competitive advantage, the commercial viability of technologies, products, or processes with University's responsibility to ensure the broadest public benefit from the results of University research. University recognizes that one of the prime reasons Sponsor has entered into this Agreement is an effort to secure, through the creation or enhancement of technologies, a market position with regard to its products or processes. At the same time, Sponsor recognizes that University has an obligation to utilize the knowledge and technology generated by University research in a manner which maximizes societal benefit and economic development and which provides for the education of graduate and undergraduate students. 8.2 University will disclose to Sponsor in writing any Intellectual Property made during the Project performed hereunder. Such disclosure shall be sufficiently detailed for Sponsor to assess the commercial viability of the technology and shall be provided and maintained by Sponsor in confidence pursuant to the terms of Article 8. Sponsor shall have up to ninety (90) days from the receipt of the disclosure to inform University whether it elects to have University file a patent application thereon pursuant to the procedures set forth below. 8.3 All rights and title to Intellectual Property shall be subject to Sponsor's licensing terms below and belong to University. University, through its technology transfer organization, shall grant Sponsor an option to negotiate a license to Intellectual Property. Such license shall be non-exclusive or upon Sponsor's election (and to the extent University may be free to do so) exclusive within Sponsor's field of commercial interest. Terms and conditions of such license, including specification of sublicensing rights and royalties, are to be negotiated in good faith and agreed upon between University and Sponsor. This option shall extend until termination of the Agreement or upon filing of a patent application. Sponsor shall have upon election ninety (90) days to negotiate a license, which period can be extended by mutual agreement. In the event the parties fail to reach a mutually acceptable license agreement within the above specified time period, University shall be entitled to negotiate in good faith with one or more third parties a license under any Intellectual Property. 3 ---PAGE BREAK--- 8.4 University shall file and prosecute patent applications, using counsel of University's choice after due consultation with Sponsor. University shall keep Sponsor advised as to all developments with respect to application(s} and shall supply copies of all papers received and filed in connection with the prosecution in sufficient time for Sponsor to comment. Sponsor's comments shall be taken into consideration. Sponsor shall reimburse University for all reasonable out-of-pocket costs incurred in connection with such preparation, filing, and prosecution of patent(s). 8.5 Within nine months of the filing date of a U.S. patent application, Sponsor shall provide to University a written list of foreign countries in which applications should be filed. If Sponsor elects to discontinue financial support of any patent prosecution, in any country, University shall be free to continue prosecution at University's expense. In such event, University shall have no further obligation to Sponsor in regard to such patent applications or patents. 8.6 Copyright to copyrightable materials, including computer software, resulting from Project shall vest in University with a royalty-free license to Sponsor for its non-commercial use. University shall grant Sponsor an option to license any such material(s} it wishes to develop for commercial purposes on reasonable terms and conditions, including a reasonable royalty, as the parties hereto agree in a subsequent writing. 8.7 Sponsor understands that University must comply with the provisions of the Bayh-Dole Act. To the extent that U.S. Government's approval may be deemed necessary to transfer license rights hereunder to Sponsor, Sponsor shall provide whatever reasonable assistance is required, and will reimburse University for all external costs associated therewith. Article 9- Termination 9.1 Either party may terminate this Agreement upon ninety (90) days prior written notice to the other. 9.2 In the event that either party hereto shall commit any material breach of or default in any terms or conditions of the Agreement, and also shall fail to reasonable remedy such default or breach within sixty (60) days after receipt of written notice thereof, the non breaching party 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. Termination shall be effective as of the day of the receipt of such notice. 9.3 Termination of the 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, except insofar as Sponsor's breach of contract for failure to make payments under Article 5 shall cause Sponsor to forfeit its rights under Article 9. The rights and obligations of Article 8 of this Agreement shall survive termination. Article 10 -Independent Contractor 10.1 In the performance of Project, University shall be deemed to be and shall be an independent contractor. 4 ---PAGE BREAK--- 10.2 Neither party hereto is authorized or empowered to act as agent for the other for any purpose and shall not on behalf of the other enter into any contract, warranty, or representation as to any matter. Neither party shall be bound by the acts or conduct of the other. Article 11 - Indemnity Sponsor and University shall, at all times during the term of this agreement and thereafter, indemnify and hold each other, and each other's governing boards, officers, employees, and affiliates, harmless against all claims and expenses, including legal expenses and reasonable attorneys' fees, that may be suffered or incurred, arising out of the death of or injury to any person or persons or out of any damage to property, and against any other claim, proceeding, demand, expense, and liability of any kind relative to this agreement which directly resulted from or was caused by the negligence of the indemnifying party, its officers or employees with respect to the indemnifying party's obligations under this agreement. This indemnification does not apply when such claims, damages, costs, liabilities, and expenses are the result of negligent acts, errors, omissions, or fault on the part of the indemnitee, its agents or assigns including conditions of indemnitee's premises, or when the claim or suit is made against Sponsor by the State of Idaho, or any of its agencies. Article 12- Notices Notices, invoices, communications, and payments hereunder shall be deemed made if in writing and delivered in person or by public or private courier service (including U.S. Postal Service Express Mail) or certified mail with return receipt requested or by facsimile. All notices shall be addressed to the parties at the following addresses or at such other addresses as the parties may from time to time direct in writing: Sponsor: Name/Title: Address: Marshall Comstock, Mayor P.O. Box 9203 Phone: Fax: Address: Email: City/State/Zip: Moscow, 10 83843 University: Charles R. Hatch Vice President for Research University Research Office University of Idaho P.O. Box 443010 Moscow, ID 83844-3010 Phone: Fax: Email: 5 [PHONE REDACTED] [PHONE REDACTED] [EMAIL REDACTED] ---PAGE BREAK--- Payment Matters: Ted Mordhorst Manager, Grants & Contracts P.O. Box 443020 University of Idaho Moscow, ID 83844-3020 Technical Matters: PI Title Address Phone: Fax: Email: Phone: Fax: Email: [PHONE REDACTED] [PHONE REDACTED] [EMAIL REDACTED] University of Idaho, City/State/Zip _ Notice given pursuant to this Article shall be effective as of the day of receipt of notice. Article 13 - Governing Law This Agreement shall be governed and construed in accordance with the laws of the State of Idaho. Article 14- Dispute Resolution Any and all claims, disputes or controversies arising under, out of, or in connection with this Agreement, which the parties hereto shall be unable to resolve within sixty (60) days, shall be mediated in good faith by a mediator mutually accepted by both parties. Article 15 - General Provisions 15.1 Non-assignability- No assignment of this Agreement or of any right accruing under this Agreement shall be made, in part or in whole by Sponsor without the prior written consent of University. Notwithstanding any assignment, Sponsor shall remain fully liable on this Agreement and shall not be released from performing any of its terms, covenants and conditions. 15.2 Severability - If any term or provision of the Agreement shall to any extent be determined by a court of competent jurisdiction to be invalid or unenforceable, the remainder of this Agreement shall not be affected, and each term and provision of this Agreement shall be valid and be enforceable to the fullest extent permitted by law. 15.3 Entire Agreement- This Agreement and the other documents to be executed by the parties hereunder, embody the entire agreement of the parties, and there are no oral agreements existing relative to the subject matter of this Agreement. This Agreement may be modified only in writing when signed by all the parties. 6 ---PAGE BREAK--- 15.4 Federal Regulations Sponsor agrees that it shall comply with all applicable regulations of the United States of America, including the export control regulations. Sponsor shall be responsible for obtaining all information regarding such regulations that is necessary for Sponsor to comply with such regulations. 15.5 Equal Opportunity - Sponsor agrees not to discriminate against any employee or applicant for employment in the performance of this Agreement, with respect to tenure, terms, conditions or privileges of color, religion, national origin, disability, ancestry or status as a Vietnam veteran. Breach of this covenant may be regarded as a material breach of this Agreement. 15.6 Survival of Terms - The terms and provisions of this Agreement, and all documents being executed hereunder, if any, including, without limitation, the representations and warranties shall survive the expiration or termination of this Agreement, unless otherwise stated in this Agreement. IN WITNESS WHEREOF, the parties hereto have caused these presents to be executed in duplicate as of the day and year first above written. By An Authori ed Offi c . iY7sity Name: r4o;?;;t Manager Title: Manager, Grants & Contracts/ Compliance Officer Date: }(f-CJI Title: Date: 7 ---PAGE BREAK--- EXHIBIT B - BUDGET ANNUAL CMAQ-RELATED BUDGET FOR FY2001-2003 Estimated Estimated Estimated EXPENSE CATEGORY Expenditures Expenditures Expenditures For FY01 For FY02 For FY03 Irregular Help (including fringe) $ 3,000 $ 3,000 $ 3,000 Travel 4,000 4,000 4,000 Capital Equipment for Future Truck 1,333 1,333 1,333 Total Direct Cost 8,333 8,333 8,333 Indirect Costs 1,667 1,667 1,667 TOTAL Yearly Project Costs $10,000 $10,000 $10,000 8 ---PAGE BREAK--- EXHIBIT C -SPECIAL CONDITIONS N/A 9