Prototype for incoming agreement
THIS DRAFT RESEARCH AGREEMENT IS PROVIDED FOR INFORMATION ONLY. ALL TERMS AND CONDITIONS OF ANY ACTUAL AGREEMENT REMAIN NEGOTIABLE UNTIL THE EXECUTION OF A WRITTEN AGREEMENT. ONLY THE SPONSORED PROJECTS OFFICE HAS THE AUTHORITY TO NEGOTIATE THESE AGREEMENTS.
[Insert the name of your Organization here]
THE REGENTS OF THE UNIVERSITY OF CALIFORNIA,
ON BEHALF OF ITS BERKELEY CAMPUS
Agreement Number: _____________
This Agreement is entered into by and between [Insert the name of your Organization] (“Sponsor”) and The Regents of the University of California, on behalf of its Berkeley Campus (“UCB”) in support of the project entitled, “[Insert the name of the project].”
The parties hereto agree to the following terms and conditions:
Article 1. STATEMENT OF WORK
UCB shall perform the work described in Attachment A, Statement of Work, attached and incorporated into this Agreement. UCB shall use its best efforts in conducting this work but does not guarantee any specific research result or project outcome.
Article 2. PERIOD AND LOCATION OF PERFORMANCE
The period of performance shall begin on [Insert Start Date] and shall not extend beyond [Insert End Date], unless extended by amendment(s) to this Agreement.
The location for the performance of the work will be at the University of California, Berkeley.
Article 3. COMPENSATION AND PAYMENTS
____ Option 1 (Check and complete if applicable)
Sponsor shall reimburse UCB for direct and indirect costs up to an amount not to exceed $________ incurred in performance of the work described in Attachment A. Expenditures shall be in accordance with Attachment B, Budget, attached and incorporated into this Agreement.
UCB shall submit invoices to Sponsor’s Business Representative listed in Attachment C for the allowable costs incurred in the performance of the work. UCB will not invoice Sponsor more often than monthly.
Sponsor shall pay within 30 days and in full upon submission of UCB’s standard invoices.
Sponsor shall send UCB payment(s) to:
____ Option 2 (Check and complete if applicable)
For the performance of the work described in Attachment A, Sponsor agrees to pay UCB the fixed price of $________, in accordance with Attachment B, Budget, attached and incorporated into this Agreement.
Payments shall be made according to the following payment schedule:
Sponsor shall send UCB payment(s) to:
Article 4. PROJECT MANAGEMENT
Sponsor’s Technical Representative is responsible for the overall conduct of the project including technical monitoring and guidance. UCB’s Principal Investigator is responsible for the conduct of UCB’s technical portion of the project.
Authorized Representatives have the authority to execute this Agreement and its Amendment(s) on behalf of their party.
Article 5. REPORTS
UCB shall submit a final financial report and a brief final narrative report summarizing the results of the work under this Agreement to Sponsor’s Technical Representative, listed in Attachment C, within sixty (60) days of the project end date or termination date whichever comes first.
Article 6. PUBLICITY AND PUBLICATION
The parties agree that neither will use the name of the other party or its employees in any advertisement, press release or publicity with reference to this Agreement or any product or service resulting from this Agreement, without prior written approval of the other party.
Sponsor understands that the California Education Code Section 92000 provides that the name “University of California” is the property of the State of California and that no person shall use that name without the permission of The Regents of the University of California.
UCB agrees that publication of project results from work under this Agreement will acknowledge that the project was supported in whole or in part by Sponsor.
Article 7. INTELLECTUAL PROPERTY AND COPYRIGHTS
UCB shall own the entire right, title and interest, including all copyrights and other intellectual property rights, in and to all materials, inventions, works of authorship, software, information and data conceived or developed by UCB in the performance of this project.
In consideration of Sponsor’s support of this work, and to the extent that UCB has the right to grant such a license, when publications or similar materials are developed from work supported in whole or in part by Sponsor under this Agreement, UCB shall grant to Sponsor a non-transferable, non-exclusive, irrevocable, worldwide, royalty-free license to use, reproduce, publish, or re-publish, or otherwise disseminate such copyrighted or copyrightable materials for non-commercial purposes.
Article 8. PATENT RIGHTS
All rights to inventions conceived or reduced to practice in the performance of this agreement are the property of UCB and will be disposed of in accordance with the UCB Patent Policy.
In consideration of Sponsor’s support of this work, and to the extent that UCB has the right to grant such a license, Sponsor shall have a time-limited first-right to negotiate an exclusive or non-exclusive royalty bearing license, or an option to license, any patentable invention or discovery conceived and first reduced to practice during the period of performance of this Agreement.
UCB will promptly disclose to Sponsor’s contact for Technical matters in writing and marked “Confidential” any inventions or discoveries arising under this Agreement, and Sponsor shall advise UCB’s Business Contact in writing within thirty (30) days of this disclosure whether or not it wishes to secure from UCB a license or an option to license such invention.
If Sponsor elects not to secure such a license or option to license, the rights to the inventions disclosed hereunder shall be disposed of in accordance with UCB policy.
Article 9. RECORD RETENTION
Financial records, supporting documents and other records pertaining to this Agreement shall be maintained and retained by UCB for a period of three (3) years from the termination date of this Agreement.
Article 10. INDEMNIFICATION
UCB shall defend, indemnify and hold Sponsor, its officers, employees and agents harmless from and against any and all liability, loss, expense (including reasonable attorneys' fees), or claims for injury or damages arising out of the performance of this Agreement, but only in proportion to and to the extent such liability, loss, expense, attorneys' fees, or claims for injury or damages are caused by or result from the negligent or intentional acts or omissions of UCB, its officers, agents or employees.
Sponsor shall defend, indemnify and hold UCB, its officers, employees and agents harmless from and against any and all liability, loss, expense (including reasonable attorneys' fees), or claims for injury or damages arising out of the performance of this Agreement, but only in proportion to and to the extent such liability, loss, expense, attorneys' fees, or claims for injury or damages are caused by or result from the negligent or intentional acts or omissions of Sponsor, its officers, agents or employees.
Article 11. FORCE MAJEURE
Nither party shall be responsible for delays or failures in performance resulting from acts beyond the control of the offending party. Such acts shall include but shall not be limited to acts of God, fire, flood, earthquake, other natural disaster, nuclear accident, strike, lockout, riot, freight embargo, public regulated utility, or governmental statutes or regulations superimposed after the fact.
Article 12. EQUIPMENT TITLE
In the event UCB purchases equipment under this Agreement, the title of such equipment shall vest with UCB.
Article 13. DISPUTES
Any dispute arising under this Agreement which is not settled by agreement of the parties may be settled by mediation, non-binding arbitration or other appropriate legal proceedings.
Article 14. TERMINATION
Either party may terminate this Agreement upon thirty (30) days advance written notice to the Business and Technical Representatives of the other party, listed in Attachment C.
In the event of such early termination, UCB shall be entitled to payments of all allowable costs incurred and non-cancellable obligations to the effective date of such termination.
Article 15. AMENDMENTS AND NOTICES
Any amendment(s) to this Agreement must be in writing and signed by Authorized Representatives of both parties.
Whenever any notice is to be given hereunder, it shall be in writing and shall be deemed received, if delivered by courier on a business day, or if such day is not a business day, the first business day thereafter, or on the second business day following mailing, if sent by first class mail, postage prepaid. Notices shall be addressed to the Business Representatives in Attachment C.
Article 16. INDEPENDENT CONTRACTOR
UCB is deemed at all times to be an independent contractor and shall be responsible for the manner in which it performs the work under this Agreement. Nothing contain herein shall be construed as creating the relationship of employer and employee between UCB and Sponsor or its officers, employees or agents.
Article 17. CONFIDENTIALITY
It is expected that the work of this Agreement can be carried out without any of the parties disclosing confidential information to the other parties.
However, should it become necessary to disclose confidential information, Sponsor will notify UCB in advance and in writing. All confidential documents must be clearly marked as “Confidential.” If the information is orally disclosed which is deemed to be confidential, such confidential information must be reduced to writing by Sponsor within thirty (30) days of the oral disclosure, and provided to UCB. UCB agrees to protect Sponsor’s confidential information with the same degree of care as they would their own.
The obligations contained in this clause shall not apply to any confidential information which:
- Is publicly known at the time of the disclosure to the receiving party;
- After disclosure becomes publicly known otherwise than through a breach by the receiving party, its officer, employees, agents or contractors;
- Can be shown by reasonable proof by the receiving party to reached its hands otherwise than by being communicated by the other party, including being known to it prior to disclosure, or having been developed by or for it wholly independently of the other party or having obtained from a third party without any restrictions on disclosure on such third party of which the recipient is aware, having made due inquiry;
- Is required by law, regulation or order of a competent authority (including any regulatory or governmental body or securities exchange) to be disclosed by the receiving party, provided that, where practicable, the disclosing party is given reasonable advance notice of the intended disclosure and provided that the relaxation of the obligations of confidentiality shall only last for as long as necessary to comply with the relevant law, regulation or order and shall apply solely for the purposes of such compliance; or
- Is approved for release, in writing, by an authorized representative of the disclosing party.
Article 18. SEVERABILITY
If any of the provisions of this Agreement determined to be illegal or unenforceable by a court of competent jurisdiction, the other provisions shall remain in full force and effect.
Article 19. ENTIRE AGREEMENT
This Agreement represents the entire understanding and contract between the parties regarding the subject matter herein, and supersedes any previous written or oral representations, statements, negotiations, or agreements.
IN WITNESS WHEREOF, duly authorized representatives of the parties have executed this Agreement on the dates noted below.
[Insert Name of Organization]
The Regents of the University of California
Statement of Work