Prototype for unfunded collaboration 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.
Prototype Agreement
UCB Number: _____________
COLLABORATION AGREEMENT
(UNFUNDED)
between
SPONSOR NAME
and
THE REGENTS OF THE UNIVERSITY OF CALIFORNIA, BERKELEY
RECITALS
THIS AGREEMENT is made and entered into by and between ________________________ (“Collaborator”) and THE REGENTS OF THE UNIVERSITY OF CALIFORNIA, BERKELEY (“California”).
WHEREAS, California and Collaborator have in common the desire to encourage and facilitate the discovery, dissemination, and application of new knowledge, and Collaborator desires to collaborate with California in said research,
NOW, THEREFORE, in consideration of the foregoing and the mutual promises and covenants that follow,
Article I. STATEMENT OF THE WORK
________________________, the principal investigator representing Collaborator, and ________________________, the principal investigator representing California, agree to collaborate on research in accordance with the scope of work attached hereto and incorporated herein as Exhibit A.
Article II. PERIOD OF PERFORMANCE
The period of performance of this agreement will be from _____________ through _____________ unless extended by mutual agreement or terminated in accordance with Article X.
Article III. PATENT RIGHTS
- All rights to inventions or discoveries conceived and first reduced to practice
in the performance of the scope of work as set forth in Exhibit A solely by Collaborator without any support (including California facility use)
from, or collaboration with, California faculty, postdoctoral fellows, students,
and other employees will belong to Collaborator and will be disposed of in accordance
with Collaborator’s policies. In consideration of the collaborative nature of this
research, Collaborator shall grant to California an irrevocable, non-exclusive,
royalty-free, non-commercial license to use such invention or discovery for
education and research purposes only.
- All rights to inventions or discoveries conceived and first reduced to practice
in the direct performance of the scope of work as set forth in Exhibit A jointly by Collaborator and California
faculty, postdoctoral fellows, students, and other employees will belong jointly
to Collaborator and California, with the understanding that either of the joint
owners shall be free to make, sell, use, or license others to do the same,
such joint invention or patent thereon without accounting to the other party.
California will dispose of its interests in accordance with California’s policies.
Where one party elects not to share equally in the expenses for a joint invention,
the other party shall have the right to seek and maintain such protection
for such joint invention at its own expense and shall have full control over
its preparation, prosecution, and maintenance, even though title to any issuing
patent will be joint. It is understood that rights to such inventions are
offered to the extent that California has a right to offer such rights, taking
into consideration first the obligations made to the sponsor(s) [names of
sponsor(s) may be inserted here] of California’s research.
- All rights to inventions or discoveries conceived and first reduced to practice
in the direct performance of the scope of work as set forth in Exhibit A solely by California faculty, postdoctoral
fellows, students, and other employees will belong solely to California and
will be disposed of in accordance with California’s policies. In consideration
of the collaborative nature of this research, and to the extent it is legally able to do so, California shall grant to Collaborator
an irrevocable, non-exclusive, royalty-free, non-commercial license to use
California’s rights in such invention or discovery for internal purposes only.
- It is understood by both Collaborator and California that no other documents
regarding patent issues are required as part of this agreement.
- Nothing contained in this Agreement will be deemed to grant either directly or by implication, estoppel, or otherwise any license under any patents, patent applications, or other proprietary interests of any other invention, discovery, or improvement of either party.
Article IV. CONFIDENTIALITY
It is contemplated that the work of this agreement can be carried out without disclosing any of Collaborator’s confidential information to California. However, should it become necessary to disclose Collaborator’s confidential information, Collaborator will notify California in advance and in writing. Collaborator’s confidential information will be clearly marked as such in writing. If information is orally disclosed which is deemed or desired to be confidential, such confidential information must be reduced to writing by Collaborator within thirty (30) days of oral disclosure and provided to California.
Article V. PROJECT MANAGEMENT
- California’s contact for technical matters relating to the work performed
hereunder is
[Name, Address]
- California’s contact for administrative matters relating to the work performed
hereunder is
SPO Research Administrator Name
Sponsored Projects Office
1608 Fourth Street, Suite 220
Mail Code 5940
University of California
Berkeley, CA 94710-1749
- California agrees to permit Collaborator’s representatives to confer as necessary with California’s principal investigator. It is understood and agreed that Collaborator’s representatives have no authority to supervise, direct, or control the work performed hereunder.
Article VI. RECORD RETENTION
Financial records, supporting documents, and other record pertaining to this agreement shall be maintained and retained by California for a period of three years from the termination date of this agreement.
Article VII. INDEMNIFICATION
- California shall indemnify and hold Collaborator, 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 California, its officers, agents, or employees.
- Collaborator shall indemnify and hold California, 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 Collaborator, its officers, agents, or employees.
Article VIII. USE OF NAMES AND TRADEMARKS
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.
Article IX. NOTICES
Whenever any notice is to be given hereunder, it will be in writing and sent to the following addresses:
| California: | The Regents of the University of California Sponsored Projects Office 1608 Fourth Street, Suite 220 Mail Code 5940 University of California, Berkeley Berkeley, CA 94710-1749 Attention: SPO Contract and Grant Officer Name |
| Collaborator: | Name Address Attention: |
Article X. TERMINATION
Either party may terminate this agreement upon thirty (30) days advance written notice to the other party.
Article XI. GOVERNING LAW
This agreement will be governed and construed by the laws of the State of California.
Article XII. SCOPE OF THIS AGREEMENT
This agreement states the entire contract between the parties as of the date of final signature below in respect to the subject matter of the agreement and supersedes any previous written or oral representations, statements, negotiations, or agreements. This agreement may be modified only by written amendment executed by the authorized representatives of both parties.
IN WITNESS WHEREOF, the parties hereto have caused this agreement to be executed by their duly authorized representatives.
For ________________________________ (“Collaborator”): By:________________________________ Name: Title: Date: |
The Regents of the University of California (“California”): By: _______________________________ Name: Title: Date: |