Page 1 of 4 pages
Project #
PROJECT AGREEMENT
This agreement, made and entered into this
day of
,
, by and between The Board of Trustees of Western Michigan
University (hereinafter known as WMU) and
(hereinafter known as “
” ). WMU is a constitutional body corporate
organized and existing under the constitution of the State of Michigan, with offices in the city of Kalamazoo, Michigan. “
”
is organized and existing under the laws of the State of
, with offices in
.
DEFINITIONS. As used herein, the following terms shall have the following meanings:
"Project" shall mean the project as defined in Appendix A during the TIME OF PERFORMANCE and entitled
“_________________________.”
"Joint Intellectual Property" shall mean individually and collectively all inventions, improvements or discoveries which are made
jointly as defined in U.S. Patent law by one or more employees of Second Party and one or more faculty, staff, or students of WMU in
performance of the Project.
"WMU Intellectual Property" shall mean individually and collectively all inventions, improvements or discoveries which are conceived
or made solely as defined by U.S. Patent law by one or more faculty, staff, or students of WMU in performance of the Project.
“________ Intellectual Property” shall mean individually and collectively all inventions, improvements or discoveries which are
conceived or made solely as defined by U.S. Patent law by one or more employees of “
” in performance of the Project.
1.
RECITALS. WMU has experience and expertise that are valuable to “
perform the work described in Appendix A.
2.
SCOPE OF SERVICES. WMU shall provide the necessary facilities, services and personnel to carry out the described project,
[EXCEPT as modified in Appendix C]. All activity shall be performed in a professional fashion to the highest academic
standards.
3.
TIME OF PERFORMANCE. This agreement shall commence on
4.
SCHEDULE OF CHARGES. “
” agrees to pay WMU in accordance with the budget and schedule in Appendix B.
Included in the budget are non-allocable costs at the rate determined by the latest U.S. Department of Health and Human Services
audit.
5.
FEDERAL FUNDS. This project is being supported with federal funds, by the federal agency
entitled
. The percentage of the Project supported by federal funds is ___.
6.
LIABILITY. Each party to this agreement will be responsible for its own actions and must seek its own legal representative and
bear its own costs, including judgments, in any litigation that may arise from its action during the performance of this agreement.
It is specifically understood and agreed that neither party will indemnify the other party in such litigation.
7.
TERMINATION OF AGREEMENT FOR CAUSE. If either “
” or WMU shall violate any of the covenants,
understandings or stipulations of this agreement, and the violation is not cured within 15 days, the aggrieved party shall thereupon
have the right to terminate this agreement by giving written notice to the other party of such termination and specifying the
cause(s) and the effective date thereof. Such notice must be delivered 15 days before the effective date. In the event that such
cause for termination shall lie with “
”, all facets of the project must be taken to a logical stopping point, a fiscal and
technical report prepared, and just and equitable compensation for any work performed on the project shall be tendered to WMU.
Should the cause of termination lie with WMU, the amount of additional work to be carried out by WMU shall be subject to
negotiation by all parties. Neither WMU nor “
” shall be responsible for any liability for damages sustained by the other
party by virtue of any breach of this agreement or through negligence on the part of the other party.
Rev. 5/14/2007
,
”. “
, and shall continue
” desires to retain WMU to
months through
CFDA #
,
.
(if known) and
Page 2 of 4 pages
8.
RECORDS. WMU shall maintain all books, documents, papers, accounting records or other evidence pertaining to costs incurred
for a period of three years from the date of final payment under this agreement. Such materials shall be readily available during
the agreement and retention period for inspection, audit and/or duplication at all reasonable times by authorized representatives of
_________.
9.
DISSEMINATION OF INFORMATION. Publications pertaining to this agreement or the services, data, or Project to which it
relates will not be made without prior approval of both parties. Neither party shall unreasonably withhold its approval.
10. INTELLECTUAL PROPERTY RIGHTS.
10.1 All rights and title to WMU Intellectual Property shall belong to WMU and shall be subject to the terms and conditions of
this agreement.
10.2 Rights to inventions, improvements and discoveries, whether or not patentable or copyrightable, relating to Project made
solely by employees of _________ shall belong to __________. Such inventions, improvements, and discoveries shall not be
subject to the terms and conditions of this agreement.
10.3 All rights and title to Joint Intellectual Property shall be jointly owned by _________ and WMU.
10.4 WMU will promptly notify ___________ of any creation of WMU Intellectual Property and/or Joint Intellectual Property.
If, within 60 days following said notification, ___________ directs that a patent application or application for other intellectual
property protection be filed, WMU shall promptly prepare, file, and prosecute such U.S. and foreign application in WMU's name,
or in the names of both parties if the invention is Joint Intellectual Property. __________ shall bear all costs incurred in
connection with such preparation, filing, prosecution, and maintenance of U.S. and foreign application(s) covering WMU
Intellectual Property. In the event __________ fails to direct WMU to take action to protect said WMU Intellectual Property,
then WMU is free to seek such protection at its own expense and ___________ shall not claim the said Intellectual Property or
any revenue derived therefrom. _________ shall pay one half of the costs incurred in connection with the preparation, filing,
prosecution, and maintenance of U.S. and foreign applications covering Joint Intellectual Property, unless __________ exercises
its right to exclusively commercialize or directs WMU to file in which case _________ shall pay all such costs. __________ and
WMU will cooperate to assure that such application(s) will cover, to the best of ___________'s knowledge, all items of
commercial interest and importance. While WMU shall be responsible for making decisions regarding scope and content of
application(s) to be filed and prosecution thereof, _________ shall be given full opportunity to review and provide input thereto.
WMU shall inform _________ of all developments with respect to such application(s) and shall promptly supply to _________
copies of all papers received and filed in connection with the prosecution thereof in sufficient time for _________ to comment
thereon.
10.5 With respect to Joint Intellectual Property, if ________ elects not to exercise its option as described below within 60 days of
receiving notice of the creation of said Intellectual Property or if either party [] fails to timely provide the required financial
support [] with respect to the prosecution or maintenance of the protection of Joint Intellectual Property, the other party shall be
free to file or continue prosecution or maintain any such application(s), and to maintain any protection issuing thereon in the U.S.
and in any foreign country at such other party's sole expense and, if WMU elects to solely continue prosecution or maintain any
such application(s), all _________’s rights in the applicable patents or patent applications shall be transferred to WMU.
10.6 With respect to WMU Intellectual Property, if ________ elects not to exercise its option as described below or fails to
timely provide the required financial support with regard to the prosecution or maintenance of the protection of WMU Intellectual
Property, WMU shall be free to file or continue prosecution or maintain any such application(s), and to maintain any protection
issuing thereon in the U.S. and in any foreign country at its sole expense and all ________’s rights in the applicable patents or
patent applications shall be terminated.
10.7 Both Parties agree to execute those documents, applications, verifications and other materials that are necessary to preserve
and enforce the rights and privileges provided for herein.
11.
GRANT OF RIGHTS
11.1 WMU hereby grants _________ a perpetual, royalty-free, non-exclusive license to use WMU Intellectual Property within its
own organization for any noncommercial purpose.
11.2 WMU hereby grants the first option, at _________ 's sole selection, for either (a) a non-exclusive, royalty-bearing license to
use WMU Intellectual Property for any purpose except sublicensing, or (b) an exclusive royalty-bearing license with a right to
Rev. 5/14/2007
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sublicense. Terms and conditions of these licenses are to be negotiated in good faith and agreed upon between WMU and
___________.. Provided that _________ has participated in bearing patent expenses as described in Section 10.4, above, this
option shall extend for a period of sixty (60) days from the date of disclosure of WMU Intellectual Property to __________.
11.3 In the event that __________ wishes to exclusively commercialize Joint Intellectual Property, _________ shall pay full
patent costs for protection and maintenance of such joint inventions and shall be given an option to an agreement, containing
reasonable terms and conditions to be mutually agreed upon, whereby WMU will refrain from exercising its rights to
commercially exploit the Joint Intellectual Property. This option shall extend for a period of sixty (60) days from the date of
disclosure of Joint Intellectual Property to __________.
11.4 In the event that _________ acquires an exclusive license or right under subsections 11.2 or 11.3 of this Article, WMU will
retain the right to continue to use any WMU Intellectual Property and Joint Intellectual Property within WMU for any purpose.
12. EQUAL EMPLOYMENT OPPORTUNITY. There shall be no discrimination against any employee who is employed in the work
covered by this contract, or against any applicant for such employment, because of race, color, religion, age, sex, handicap or national
origin. This provision shall include, but not be limited to, the following: employment, upgrading, demotion or transfer, recruitment or
recruitment advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including
apprenticeship.
13. CERTIFICATION REGARDING DEBARMENT, SUSPENSION, AND OTHER RESPONSIBILITY MATTERS. Second
Party certifies to the best of its knowledge and belief that it and its principals: Are not presently debarred, suspended, proposed
for debarment, declared ineligible, or voluntarily excluded from covered transactions by any Federal department or agency; Have not
within a three-year period preceding this agreement been convicted of or had a civil judgment rendered against them for commission of
fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (Federal, State, or local)
transaction or contract under a public transaction; violation of federal or state antitrust statutes or commission of embezzlement, theft,
forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property; Are not presently
indicted for or otherwise criminally or civilly charged by a government entity (Federal, State, or local) with commission of any of the
offences enumerated above in this certification; and Have not within a three-year period preceding this agreement had one or more
public transactions (Federal, State, or local) terminated for cause or default.
14. MICHIGAN LAW. The law of the State of Michigan shall apply exclusively to every aspect of all disputes arising in connection
with this agreement. By execution of this agreement, “
” submits itself to the personal jurisdiction of the federal and state
courts of Michigan.
15. AMENDMENTS. This agreement constitutes the complete understanding of the parties hereto and any amendments to the
agreement must be agreed to in writing and signed by both parties.
SIGNED ON BEHALF OF WMU
Principal Investigator
Jan Van Der Kley, Assistant Treasurer
(269) 387-4233
Rev. 5/14/2007
SIGNED ON BEHALF OF “
”
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Attachment - Contacts
WMU Subaward Agreement
University Contacts
Collaborator Contacts
Administrative Contact
Administrative Contact
Name:
Name:
Address:
Address:
Telephone:
Fax:
Email:
Telephone:
Fax:
Email:
Principal Investigator
Project Director
Name:
Address:
Name:
Address:
Telephone:
Fax:
Email:
Telephone:
Fax:
Email:
Financial Contact
Financial Contact
Name:
Name:
Address:
Address:
Telephone:
Fax:
Email:
Telephone:
Fax:
Email:
Authorized Official
Authorized Official
Name:
Name:
Address:
Address:
Telephone:
Fax:
Email:
Telephone:
Fax:
Email:
Rev. 5/14/2007