| This Agreement is made as of this _____ day of ______, _____ between the
Arizona Board of Regents (ABOR) for The University of Arizona (UNIVERSITY)
and _______________, (SPONSOR) a ____________ corporation having a principal
place of business at _________________, and also known as the Party or
Parties. WHEREAS, SPONSOR desires UNIVERSITY to perform certain services for a project entitled __________________________________________ ("Project"), and is willing to provide funds for such Project; and WHEREAS, UNIVERSITY is willing to undertake such Project, and to provide such resources as may be necessary. NOW THEREFORE, in consideration of the mutual covenants and promises contained herein, SPONSOR and UNIVERSITY agree as follows: 1. Project Director The Project will be under the supervision and direction of: ______________, a UNIVERSITY employee in the Department of __________________. 2. Billing and Payment The SPONSOR will provide UNIVERSITY the fixed-price sum of ___________. A budget for this amount is attached in Exhibit A. The payment schedule will be as follows:
Invoices will be sent to the following address of the SPONSOR: ____________________________________________ Payments, identifying this Agreement or a UNIVERSITY invoice, will be sent within 30 days of invoice to:
3. Scope of Work The "Scope of Work" for this Project will be as follows: (Use separate sheet as Exhibit B, if necessary)
4. Use of Facilities Insofar as the facilities of UNIVERSITY permit, UNIVERSITY will furnish facilities and such other equipment as may be reasonably required to perform this Agreement. 5. Property Administration Upon termination of this Agreement, any equipment, material, or supplies remaining in stock will become the property of UNIVERSITY. 6. Insurance and Liability The UNIVERSITY maintains general liability insurance and workmen's compensation coverage as required by state law and pertinent federal laws and regulations. In the event SPONSOR undertakes to perform any work on the Project on the premises of UNIVERSITY, then SPONSOR shall give assurances to UNIVERSITY of SPONSOR's adequate general liability insurance and workmen's compensation coverage. It is understood, however, that neither party to this Agreement is the agent of the other and neither is liable for the wrongful acts or negligence of the other. 7. Reports After the Scope of Work is fully performed, and within the time period specified in the Scope of Work, UNIVERSITY will submit to the SPONSOR a detailed technical report of the activities carried out, as required. It is understood, however, that UNIVERSITY shall not be restricted from publishing the results of this Project. When the results of the Project are published, UNIVERSITY agrees to acknowledge the support received from the SPONSOR. 8. Confidential Information SPONSOR and UNIVERSITY may wish, from time to time, in connection with the Scope of Work contemplated under this Agreement, to disclose confidential information, as such is normally defined in standard non-disclosure agreements, to each other. All such disclosures must be in writing and marked as confidential information. Any information that is disclosed orally or visually must be identified as confidential information by the disclosing party at the time of disclosure and identified in writing to the receiving party within 30 days of such oral or visual disclosure. SPONSOR and UNIVERSITY will use reasonable efforts to prevent the disclosure to any third party of any confidential information belonging to the other and will use such information only for the purposes expressed in this Agreement for a period of three (3) years thereafter. 9. Intellectual Property Rights Data generated from the performance of the Scope of Work shall belong to the SPONSOR, except that SPONSOR agrees UNIVERSITY may use such data for non-commercial purposes of teaching and research. Title to any trade secrets, inventions, developments, or discoveries, works of authorship, whether patentable or not (collectively referred to as "Intellectual Property"), resulting directly from the Scope of Work, shall be allocated according by applicable employment contracts and U. S. Patent Law (Title 35 U. S. Code) and U.S. Copyright Law (Title 17 U.S. Code) in effect at the time the Intellectual Property was created. For that Intellectual Property determined to be solely owned by UNIVERSITY, the SPONSOR is granted an option to negotiate a license, on reasonable terms, to such Intellectual Property, such option to be exercised within six (6) months of notification of the Intellectual Property. For that Intellectual Property determined to be jointly owned by SPONSOR and UNIVERSITY, an exclusive option is provided to SPONSOR to negotiate for an exclusive license, on reasonable terms, to UNIVERSITY's rights, such option to be exercised within six (6) months of notification of the Intellectual Property. For that Intellectual Property determined to be solely owned by SPONSOR, UNIVERSITY shall claim no rights. SPONSOR is granted a non-exclusive license, for internal use only, to all original works developed within the Scope of Work for which UNIVERSITY owns the copyright. 10. Termination UNIVERSITY may terminate this Agreement at any time upon thirty (30) days written notice to SPONSOR, if: (a) funding for the Project is fully expended; or (b) performance of the Project is substantially completed; or (c) if circumstances beyond its control preclude continuation of the Project. SPONSOR may terminate this Agreement at any time upon ninety (90) days written notice to UNIVERSITY, if circumstances beyond its control preclude continuation of the Project. In the event that either Party shall commit any breach of or default in any of the terms or conditions of this Agreement, and also shall fail to remedy such default or breach within ninety (90) days after receipt of written notice thereof from the other Party hereto, the Party giving notice 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, and such termination shall be effective as of the date of the receipt of such notice. The defaulting Party shall be responsible for all costs and expenses associated with the termination, and shall reimburse the non-defaulting Party for such. 11. Arbitration The Parties agree that should a dispute arise between them concerning this Agreement, in any manner, involving the sum of Thirty Thousand Dollars or less in money damages only, exclusive of interest, costs or attorneys' fees, the Parties will submit the matter to binding arbitration pursuant to the Arizona Supreme Court Rules for Compulsory Arbitration. The decision of the arbitrator(s) shall be final and binding upon the Parties. 12. Conflict of Interest This Agreement is subject to the provisions of A.R.S. § 38-511 regarding Conflict of Interest. The State of Arizona may cancel this Agreement if any person significantly involved in negotiating, drafting, securing or obtaining this Agreement for or on behalf of the Arizona Board of Regents becomes an employee in any capacity of any other party or a consultant to any other party with reference to the subject matter of this Agreement while the Agreement or any extension thereof is in effect. 13. State Obligation The Parties recognize that the performance by the Arizona Board of Regents on behalf of The University of Arizona may be dependent upon the appropriation of funds by the State Legislature of Arizona. Should the Legislature fail to appropriate the necessary funds or if the UNIVERSITY's appropriation is reduced during the fiscal year, the Board of Regents may reduce the scope of the agreement or cancel the agreement without further duty or obligation. The Board agrees to notify the SPONSOR as soon as reasonably possible after the unavailability of said funds comes to the Board's attention. 14. Notices Notices shall be in writing and deemed effective when sent, postage prepaid to: COMPANY: ____________________________
UNIVERSITY: For U.S. Postal Service:
For Fed Ex, UPS or other expedited delivery:
15. General Provisions.
The Arizona Board of Regents on behalf of The University of Arizona
SPONSOR:
I have read this Agreement, and understand the obligations placed on me and my laboratory and other UNIVERSITY employees under my supervision, and agree to be bound by it. PRINCIPAL INVESTIGATOR
Exhibits: A. Budget B. Scope of Work, if not stated in clause #3 |