CONTRACT FOR SPONSORED SERVICES
Fixed Price
I.
CONTRACTING PARTIES:
This Agreement is entered into by and between [sponsor full name] (“Sponsor”), [address], and
The University of Texas at Arlington (“University”), 701 S. Nedderman Drive, Arlington, TX
76019-0145, a State Institution of Higher Education established under the laws of the State of
Texas as an institution of The University of Texas System Board of Regents ("System").
WHEREAS, Sponsor desires to carry out research and development of [subject matter], as per
the SOW as detailed in Attachment A.
WHEREAS, Sponsor desires to use University faculty, students and facilities to provide certain
of the services as stated herein.
WHEREAS, University desires to provide these services.
NOW THEREFORE, in consideration of the mutual covenants and promises herein contained,
the University and Sponsor agree as follows:
II.
STATEMENT OF SERVICES TO BE PERFORMED:
University shall provide the services of [UTA PI full name], Ph.D. (“Principal Investigator”), or
such other person as may be mutually agreed, under whose direction University will perform the
sponsored services as detailed in Attachment A (“Sponsored Services”). University will use its
own facilities and all reasonable efforts to conduct the Sponsored Services. Sponsor
understands that University’s primary mission is education and advancement of knowledge and
the Sponsored Services will be designed to carry out that mission. The manner of performance
of the Sponsored Services shall be determined by the Principal Investigator. The Principal
Investigator may transfer funds within the budget as needed without Sponsor’s approval so long
as the scope of work under the Sponsored Services remains unchanged. University does not
guarantee specific results. Sponsor understands that University may be involved in similar
research through other researchers or the person named in this Agreement, on behalf of itself
and others. University shall be free to continue such research separately.
III.
TERM OF AGREEMENT:
This Agreement shall be effective [date] through [date] (“Term”). The Agreement may be
terminated by either party prior to the scheduled termination with thirty (30) days written notice
to the other party. Termination or cancellation of this Agreement shall not affect the rights and
obligations of the parties accrued prior to termination.
IV.
CONTRACT AMOUNT:
The total amount of this Agreement shall not exceed the fixed price of [amount] and 00/100
Dollars ($N). Payment schedule is defined in Article VI.
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V.
BASIS FOR CALCULATING COSTS:
Fixed price.
VI.
PAYMENT FOR SERVICES:
As consideration for University’s performance, Sponsor will pay University the fixed price of
[amount] and 00/100 Dollars ($N), as follows: $n in [monthly installments] beginning [date],
through [date], and $n in [monthly installments] beginning [date], through [date].
Sponsor invoices shall be sent to the address on page 1 care of its signatory UNLESS stated
differently here:
Payment shall reference the Principal Investigator and Sponsored Services title and, unless
agreed to be made otherwise, such as by wire transfer, be mailed to:
The University of Texas at Arlington
219 West Main Street
PO Box 19136
Arlington, TX 76019-0136
University will not begin work to perform the Sponsored Services until an initial payment is made
by Sponsor and received by University.
VII.
a.
CONFIDENTIALITY:
The parties may wish to disclose confidential information to each other in connection
with work contemplated by this Agreement (“Confidential Information”). Each party will
use reasonable efforts to prevent the disclosure of the other party’s Confidential
Information to third parties for a period of three (3) years from receipt, provided that the
recipient party’s obligation shall not apply to information that:
i.
ii.
iii.
iv.
v.
vi.
b.
is not disclosed in writing and marked with an appropriate confidentiality legend,
or if disclosed in non-written form, reduced to writing and marked with an
appropriate confidentiality legend within thirty (30) days after disclosure;
is already in the recipient party’s possession at the time of disclosure;
is or later becomes part of the public domain through no fault of the recipient
party;
is received from a third party having no obligations of confidentiality to the
disclosing party;
is independently developed by the recipient party; or
is required by law or regulation to be disclosed.
In the event that information is required to be disclosed pursuant to subsection (vi), the
party required to make disclosure shall notify the other to allow that party to assert
whatever exclusions or exemptions may be available to it under such law or regulation.
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VIII.
IP IS ANTICIPATED; PUBLICATION OF RESULTS IS EXPECTED
Intellectual property (sometimes “IP”) is expected from the Sponsored Services. If there is IP
directly resulting from the Sponsored Services, then University has an Intellectual Property
Policy (“IP Policy”) which will assert ownership in intellectual property of all types (including, but
not limited to, any invention, discovery, trade secret, technology, scientific or technological
development, and computer software) developed under a sponsored research project, and
Sponsor agrees to the terms of University IP Policy. University IP Policy as relates to the
Sponsored Services is summarized as follows: solely invented IP belongs to the sole inventor;
and jointly invented IP belongs to both (all) joint inventors, and Sponsor in a joint patentable
invention has the option to agree to reimburse all University patent application filing costs,
including those for patentability opinions, and thereupon to negotiate, for a time of six (6)
months after disclosure of the IP, an exclusive or non-exclusive, worldwide, royalty-bearing
license to make, use or sell under University’s joint interests in IP directly resulting from the
Sponsored Services, under mutually agreeable, and commercially agreeable, terms. If Sponsor
and University fail to enter into an agreement during that period of time, University rights to such
joint IP shall be disposed of in accordance with University policies with no further obligation to
Sponsor. All title and rights in inventions arising from or developed during the Sponsored
Services will be governed by U.S. patent law.
Each Party recognizes that under University’s academic policy, the results of this Sponsored
Services must be publishable. Accordingly, University and Sponsor agree that the individuals
engaged in the Sponsored Services on behalf of their respective Party, shall be permitted to
present at symposia, national and international, or regional professional meetings, and to
publish in journals, theses or dissertations, or otherwise of their own choosing, methods and
results of the Sponsored Services, as per usual and customary academic practice and
University’s academic publications policy. Sponsor agrees that the individuals engaged in the
Sponsored Services on behalf of University, shall be permitted (but not obligated) to present at
symposia, national and international, or regional professional meetings, and to publish in
journals, theses or dissertations, or otherwise of their own choosing, methods and results of the
Sponsored Services; provided, however, in order to avoid loss of patent rights as a result of
premature public disclosure of patentable information or inadvertent disclosure of Confidential
Information, that Sponsor shall have been furnished copies of any proposed publication or
presentation at least sixty (60) days in advance of the submission of such proposed publication
or presentation to a journal, editor, or other third party. Sponsor shall have thirty (30) days, after
receipt of said copies, to object to such proposed presentation or proposed publication because
there is patentable subject matter and/or Confidential Information which needs protection
contained therein. In the event that Sponsor makes such objection, University shall refrain from
making such publication or presentation for a maximum of three (3) months from date of receipt
of such objection in order for proper filing of patent application(s) with the United States Patent
and Trademark Office and/or foreign patent office(s) directed to the patentable subject matter
contained in the proposed publication or presentation. In any notification about claimed
Confidential Information, Sponsor shall indicate with specificity the claimed Confidential
Information and to what manner and degree Sponsor suggests that University may disclose
Confidential Information. Notwithstanding the foregoing, results of research in this Sponsored
Services are not Confidential Information, and University shall, after the time period referenced
above has passed, have the final authority to determine the scope and content of any
publications.
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Sponsor and University agree that the Sponsored Services deliverables (other than University
intellectual property and Principal Investigator copyrights) delivered to Sponsor by University in
connection with this Agreement are hereby assigned to Sponsor, to use in any manner Sponsor
sees fit. Sponsor grants to the University a perpetual, non-exclusive, worldwide, royalty-free,
fully paid up license to use, copy, modify, and create derivative works of the statement of work
on the Sponsored Services, the results of the Sponsored Services, and any reports, publications
or other materials or work product (excluding scholarly works, which copyright is owned by the
Principal Investigator) created or developed-with funding from Sponsor, for the University's
educational and research purposes and missions, and any other lawful purpose. University
retains all its other rights as per usual and customary academic practice, including, subject to
the rights of the Sponsor herein to use deliverables as Sponsor sees fit, University
commercialization of University intellectual property.
IX.
LIABILITY:
a. Sponsor agrees to indemnify and hold harmless System, University, their
Regents, officers, agents and employees from any liability, loss or damage they
may suffer as a result of claims, demands, costs or judgments against them
arising out of the Sponsored Services or the activities to be carried out pursuant
to this Agreement, including but not limited to the use, commercialization, or
distribution by Sponsor of the results obtained in whole or in part from the
Sponsored Services or other activities performed by University under this
Contract; provided, however, that the following is excluded from Sponsor’s
obligation to indemnify and hold harmless:
i.
the negligent failure of University to substantially comply with any
applicable governmental requirements; or
ii.
the negligence or willful malfeasance of any Regent, officer, agent or
employee of University or System.
b. Both parties agree that upon receipt of a notice of claim or action arising out of
the Sponsored Services, the party receiving such notice will notify the other party
promptly. Sponsor agrees, at its own expense, to provide attorneys to defend
against any actions brought or filed against University, System, their Regents,
officers, agents and/or employees with respect to the subject of the indemnity
contained herein, whether such claims or actions are rightfully brought or filed;
and subject to the statutory duty of The Texas Attorney General, University
agrees to cooperate with Sponsor in the defense of such claim or action.
X.
INDEPENDENT CONTRACTOR:
For the purposes of this Agreement and all services to be provided hereunder, the parties are
independent contractors and not agents or employees of the other party. Neither party shall
have authority to make any statements, representations or commitments of any kind, or to take
any action which shall be binding on the other party, except as may be expressly provided
herein or authorized in writing.
This Agreement constitutes the entire and only agreement between the parties and all
prior negotiations, representations, agreements and understandings are superseded
hereby. No agreements altering or supplementing the terms hereof may be made except
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by means of a written document signed by the duly authorized representatives of the
parties.
[SPONSOR FULL NAME]
THE UNIVERSITY OF TEXAS AT
ARLINGTON
Name:
Title:
Name
Title
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ATTACHMENT A
Project Abstract
[insert]
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