MEMORANDUM OF UNDERSTANDING BETWEEN THE COLLEGE OF FOREST RESOURCES, UNIVERSITY OF WASHINGTON, SEATTLE, WASHINGTON, USA AND THE FACULTY OF FORESTRY, UNIVERSITY OF BRITISH COLUMBIA VANCOUVER, BRITISH COLUMBIA, CANADA FOR THE ESTABLISHMENT OF A COOPERATIVE PROGRAM OF ACADEMIC AND SCIENTIFIC EXCHANGE THIS AGREEMENT is entered into between the College of Forest Resources, University of Washington, hereinafter referred to as the CFR, and the Faculty of Forestry, University of British Columbia, hereinafter referred to as the FOF. WHEREAS CFR and FOF recognize a mutual interest in teaching and research programs in the forest sciences, CFR and FOF believe that expanded collaboration will be of mutual benefit; NOW THEREFORE, the parties hereto mutually agree as follows: I. OBJECTIVE To give effect to the mutual interest of these institutions of higher learning, it is anticipated that Memoranda of Understanding will be developed: A. For joint research, and meetings for research involving scholars, both in British Columbia, Canada and in Washington State, U.S.A. B. For the exchange of invitations to professors and scholars for lectures, talks, and sharing of experience. C. For the exchange of invitations to scholars to participate in conferences, colloquia and symposia. D. For the exchange of faculty members and students for study and research. E. For the exchange of publications, data, scientific materials, and other information. II. PROCEDURES TO CARRY OUT AGREEMENT A. CFR and FOF will each identify program opportunities and needs in teaching and research, and will nominate as appropriate to this program, faculty and research scientists to participate in the exchange program. Each institute will have the option of accepting or rejecting such nominations. B. Copies of selected and relevant publications, documents, data, and other materials will be provided to each institution by the other. If not specifically C. D. E. F. G. covered by external funding, the cost of such materials, and the shipping or mailing costs will be borne by the sending institution. Appropriate administrators of each institution will propose, coordinate, and supervise all exchange programs and projects. Faculty and research scientists involved in any program of exchange under this agreement are expected to exemplify the high standards of each institution. Each institution will provide possible assistance to visiting faculty and research scientists Each institution will make appropriate arrangements for faculty and research scientists to become acquainted with the personnel in their own fields of professional study at the institution in which they are visitors. Meetings of the Deans, or their designated representative, of CFR and the FOF, will take place to periodically review and evaluate progress, assure coordination, and set strategies for future cooperative efforts under this exchange program. III. FINANCING A. B. It is expected that the principal costs of each program or project will be covered by the requesting institution. In all cases, a written agreement regarding financial arrangement will be reached before a project or program is undertaken. Nothing contained herein or in the activities conducted hereunder shall obligate either party, the agent, servant or employee of the other party and each party shall be fully and solely responsible for its own actions and obligations. CFR and FOF will collaborate in seeking external funding as may be necessary or desirable to give effect to the purposes set fourth above. IV. INTELLECTUAL PROPERTY A. Disclosure of Intellectual Property. If collaborators develop any technology that may be protectable as intellectual property ("IP") or commercializeable, it shall be disclosed to both UW TechTransfer and to the UBC Office of Intellectual Property. B. Determination of Intellectual Property Ownership. After such disclosure, each Party shall determine whether it has an ownership interest in the IP. In making such determinations, the Parties shall be guided by the following principles: i. IP developed solely by one researcher will be the property of their home institution if no facilities, resources, personnel, students, or grant funds administered by the other institution were used in the development of the IP. ii. Either Party may have an ownership position in IP if that Party's facilities or resources were used in the IP's development, or if that Party administered a grant that funded the research leading to the IP. C. If a researcher develops IP in collaboration with one or more researchers at either UBC or UW, then equitable principles of proportional ownership may be applied. D. Technology Administration Agreements. If both UBC and UW have an ownership interest in any IP developed pursuant to this Agreement, then the Parties shall negotiate a Technology Management Agreement to address issues of their respective ownership, financial interests, and management and control over the IP, as well as any related technology transfer activities. V. TERMS A. B. The terms of the Agreement may be modified by both parties after full discussion and as may be mutually agreeable in writing. The Agreement will have and initial duration of five years, and will automatically be extended for similar periods, unless CFR or FOF advise the other party of the desire to terminate the Agreement at least sixty days prior to the expiration of any such five year period, or other proposed termination date. Such termination will not affect the conclusion of specific projects already approved under this agreement. IN WITNESS, the parties hereto have signed this Memorandum of Understanding on the dates shown below: s/ B. Bruce Bare s/ Jack Saddler Dr. B. Bruce Bare, Dean College of Forest Resources University of Washington Dr. Jack Saddler, Dean Faculty of Forestry University of British Columbia Date: October 20, 2006 Date: October 20, 2006