THIS AGREEMENT is entered into between THE RECTOR AND VISITORS OF THE UNIVERSITY OF VIRGINIA (the "University") and (the "Sponsor").
THE PARTIES HERETO AGREE AS FOLLOWS:
1. STATEMENT OF WORK: The University agrees to use its best efforts (1) to accomplish the research and/or services described in ATTACHMENT A (and referred to hereinafter as the "project"), and (2) to do so within the total proposed project cost as specified in ARTICLE 6. It is understood, however, that if the funds committed by the Sponsor are exhausted before the project is completed, the University Project Director shall, at the option of the Sponsor, either submit a report on what has been accomplished to date, or shall provide an estimate of further funds required to complete the project and shall continue if such funds are provided by the Sponsor.
2. INDEPENDENT CONTRACTORS: With respect to its relation to the Sponsor under this Agreement, the University is an independent contractor and shall be free to exercise its discretion and independent judgment as to the method and means of performing the project. The University, its employees and students shall not, by virtue of this agreement, be employees of Sponsor and, accordingly, shall not be entitled to any benefits or privileges provided by Sponsor to its employees.
3. TECHNICAL SUPERVISION: The University's Project Director for the project shall be . The University shall not change its Project Director without prior written approval of the Sponsor. The Project Director for the Sponsor shall be and the Sponsor shall not change its Project Director without written notice to the University.
4. PERIOD OF PERFORMANCE: Performance under this agreement shall begin and, except as provided in ARTICLE 22, shall not extend beyond the estimated completion date of unless the period is further extended for additional periods under terms as may be mutually agreed upon in writing. The Sponsor agrees to give the University notice in writing of its intention to continue or discontinue the project not less than sixty (60) days prior to the completion date specified herein.
5. SCHEDULE FOR REPORTS AND/OR DELIVERABLES: The schedule for reports or deliverables shall be as listed in ATTACHMENT A. Any changes must be by mutual agreement and in writing.
6. REIMBURSEMENT OF COSTS: The Sponsor shall reimburse the University for all direct and indirect costs incurred in the performance of the project. The direct and indirect costs incurred shall not exceed the total project cost of $ without written authorization from the Sponsor. If the University requests authorization to exceed the total project cost specified herein, the Sponsor shall respond to the request within thirty (30) days of receipt.
7. PAYMENTS: The Sponsor shall reimburse the University for the total project cost specified in ARTICLE 6 upon execution of this Agreement. Checks shall be made payable to the University of Virginia and mailed to the Office of Sponsored Programs, P. O. Box 9003, Charlottesville, Virginia 22906-9003. All checks shall reference this research agreement number, 5- . Total cost of this project is due and payable upon the signing of this agreement.
8. PUBLICATION RIGHTS: The University and its investigators shall be free to publish papers dealing with the results of the project sponsored under this Agreement, except that such publication shall not disclose any of the Sponsor's Proprietary Information (as that term is used in ARTICLE 10) without the written consent of the Sponsor. The University further agrees to send the Sponsor a copy of any such proposed publication thirty (30) days prior to submission for publication. The University, on request of the Sponsor, shall delete any Proprietary Information in the proposed publication. Delays to permit patent applications to be filed shall be considered by the University when applicable. Any papers published shall give appropriate recognition to the support received from Sponsor.
9. RIGHTS TO INTELLECTUAL PROPERTY: The basic policy of the University, and one of the purposes of this Agreement, is to ensure that the results of sponsored research are applied in a manner which best serves the interest of the University and the public while also protecting the interests of the Sponsor. The Sponsor has the right of access to all data, information and inventions created in performance of this Agreement and may use same freely for internal research and development purposes.
In furtherance of this purpose and policy, the following provisions are mutually agreed to:
(b) The University or its designated agent may in its discretion file and prosecute all patent applications and copyrights for inventions and works of employees of the University covered hereunder.
(c) Within one hundred and eighty (180) days from the filing of a U.S. patent application or registration of a copyright, the Sponsor and the University, or its designated agent, shall mutually agree upon those foreign countries in which patent applications should be filed. The cost of filing and prosecuting any such foreign applications, including maintenance fees, shall be borne by the Sponsor. Rights to such foreign countries shall be included in the Intellectual Property Rights under any license between the University and the Sponsor. However, the Sponsor may decide at a subsequent time to discontinue assuming the costs of such filing or maintenance costs by giving the University thirty (30) days written notice. The University shall thereafter, at its option, assume these costs. Such action by the Sponsor shall remove the rights to those foreign patents from the Intellectual Property Rights in any license between the University and the Sponsor. The University shall retain all rights to these patents, including the right to license third parties.
(d) When an invention is made or a copyright registered, the Sponsor
with the concurrence of the University may negotiate with the University
for an exclusive or non-exclusive license. The University or its designated
agent and the Sponsor agree to negotiate in good faith for the purpose
of entering into a license agreement to include the following basic terms:
ii) Mutually agreeable minimum royalties or other forms of due diligence;
iii) The right to sublicense.
10. PROPRIETARY INFORMATION: By "Proprietary Information," the parties
mean information of a confidential or proprietary nature provided by the
Sponsor to the University in connection with the project. Except as provided
in the next sentence, the University shall use its best efforts not to
disclose, in whole or in part, any Proprietary Information to any third
party for a period of three (3) years following termination of this agreement.
The University shall have no obligation to prevent the disclosure, in whole
or in part, of Proprietary Information that is:
a) Not identified as Proprietary Information in writing and appropriately marked at the time it is disclosed by the Sponsor to the University;b) Already known to the University at the time it is disclosed by the Sponsor to the University;
c) Known to a third party without the wrongful act or breach of this Agreement by the University;
d) Rightfully received by the University from a third party on a non-confidential basis;
e) Approved for release by written authorization of the Sponsor; or
f) Required by law or by lawfully-issued subpoena to be disclosed.
11. EQUIPMENT: If any permanent equipment (acquisition cost of
$500 or more and a useful life of two (2) years or more) is required for
the project, such equipment shall be purchased or built by the University
and the cost charged to the project. Unless otherwise stipulated, title
to all such equipment shall vest in the University, and the University
shall be responsible for maintenance and repair of the equipment.
12. LIABILITY: The University, an agency of the Commonwealth of Virginia, is and shall be acting as an independent contractor in the performance of this work, and shall be responsible for the payment of claims for loss, personal injury, death, property damage, or otherwise arising out of any act or omission of its employees or agents in connection with the performance of this work, for which it may be held liable under applicable law. Nothing contained herein shall be deemed an express or implied waiver of the sovereign immunity of the University or the Commonwealth of Virginia.
13. CLAIMS: The University and the Sponsor shall not make any claims against each other for a failure to observe any condition herein made binding in the event that (a) such condition is contrary to or inconsistent with any law, rule or regulation of the United States Government or the Commonwealth of Virginia, or (b) such failure was due to any cause beyond the control of the University or the Sponsor.
14. FINANCIAL RECORDS: The University agrees to retain all books, records and other documents relative to this Agreement for three (3) years following completion or termination of the project or termination of the Agreement.
15. SEVERABILITY: Each paragraph and provision of this Agreement is severable from the entire Agreement; and if any provision is declared invalid, the remaining provisions shall nevertheless remain in effect.
16. APPLICABLE LAWS: This Agreement shall be governed in all respects by the laws of the Commonwealth of Virginia.
17. USE OF SPONSOR'S OR UNIVERSITY'S NAME: The Sponsor agrees that it shall not use the name of the University in any advertising or publicity material or make any form of representation or statement in relation to the project conducted under the terms of this Agreement which would constitute an express or implied endorsement by the University of any commercial product or service, and that it shall not authorize others to do so, without first having obtained written permission from the University. Except as provided in ARTICLE 8, the University agrees to be governed by the terms of this ARTICLE, in the event that it wishes to make use of the Sponsor's name.
18. CHANGES: No waiver, alteration or modification of the provisions in this Agreement shall be binding unless in writing and mutually agreed upon.
19. TERMINATION: Performance under this Agreement may be terminated by either party upon not less than sixty (60) days written notice to the other party. If terminated by either party, the University shall be reimbursed for all cost and non-cancelable commitments incurred in the performance of the Agreement, not to exceed the total amount authorized for the project, and the balance of unexpended funds (if any) shall be returned to the Sponsor.
20. ASSIGNMENT: Neither this Agreement nor any right, remedy, obligation or liability arising hereunder or by reason hereof shall be assignable by the University or the Sponsor without the prior written consent of the other.
21. BENEFIT AND WAIVER: This Agreement is binding upon and shall inure to the benefit of the parties hereto, their representatives, successors and assignees. No failure or successive failures on the part of the University, its successors or assignees, to enforce any covenant or agreement, and no waiver or successive waivers on its or their part of any condition of this Agreement shall operate as a discharge of such covenant, agreement, or condition, or render the same invalid, or impair the right of the University, its successors or assignees, to enforce the same in the event of any subsequent breach or breaches by the Sponsor, its successors or assignees. No failure on the part of either party to this Agreement to exercise, and no delay in exercising, any right, power, or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right under this Agreement preclude any other or further exercise thereof or the exercise of any other right.
22. RIGHTS AND OBLIGATIONS: The rights and obligations of Articles 2, 10, 12, 13, 16, 17, 20, 21 and 22 shall survive and continue after any expiration or termination of this Agreement and shall bind the parties and their legal representative, successors, heirs and assignees. The Sponsor agrees to comply, and do all things necessary for the University to comply, with all applicable Federal, State and local laws, regulations and ordinances, insofar as they relate to the project to be performed under this Agreement.
23. UNAUTHORIZED REPRESENTATIONS: The University and the Sponsor shall incur no obligations pertaining to this Agreement as a result of any promise, representation, or statement by anyone without the actual authority to do so. The Director of the Office of Sponsored Programs is the authorized authority for the University and the Sponsor's signatory of this document is the responsible authority for the Sponsor.
24. REQUIRED NOTICES: Any notice required to be given under this Agreement, and any invoice, payment, or communication associated with the performance of this Agreement shall be deemed made if given by registered or certified mail, postage prepaid, and addressed either to the address given below or to such other address as may hereafter be specified in writing by the Parties:
If to the Sponsor:
If to the University: Michael G. Glasgow, Jr.
University of Virginia
Office of Sponsored Programs
P.O. Box 9003
Charlottesville, VA 22906-9003
If to the University
on technical matters:
Project Director
University of Virginia
School of
Department of
Thornton Hall
Charlottesville, VA 22903-2442
25. ENTIRE AGREEMENT: This Agreement, together with the Attachment hereto and any amendment or modification that may hereafter be agreed to by the parties in accordance with ARTICLE 18, constitute the entire understanding between the parties with respect to the subject-matter hereof and supersede any and all prior understandings and agreements, oral or written, relating hereto.
IN WITNESS WHEREOF, The University and Sponsor have executed this
Agreement by their duly authorized officers on the _____________ day of
_______________, l9____.
THE RECTOR AND VISITORS OF THE UNIVERSITY OF VIRGINIA
By
Michael G. Glasgow, Jr.
Director, Office of Sponsored Programs
UNIVERSITY PROJECT DIRECTOR
By
Name
Project Director
SPONSOR'S AUTHORIZED SIGNATORY
By
Title
ATTACHMENT A
Proposal Title:
Project Director:
Proposal Number: Date:
Statement of work and schedule of reports and/or deliverables, if appropriate.