MEMORANDUM OF UNDERSTANDING
Between
The Board of Regents of the Nevada System of Higher Education
on behalf of Desert Research Institute
and
[Insert Name of Company]
ARTICLE I. THE PARTIES
The parties to this Memorandum of Understanding (hereinafter referred to as “MOU”) are the
Board of Regents of the Nevada System of Higher Education on behalf of the Desert Research
Institute, located at 2215 Raggio Parkway, Reno, Nevada 89512-1095 (hereinafter referred to as
“DRI”), and ____________________, located at ______________ (hereinafter referred to as
“XXX”).
Desert Research Institute is the public non-profit research component of the Nevada System
of Higher Education (NSHE). DRI’s mission is to improve people's lives in Nevada and around
the world through environmental research and the application of technologies to environmental
problems. DRI fosters scientific talent for the advancement and integration of terrestrial,
hydrologic, atmospheric, and anthropologic sciences and applies scientific understanding to the
effective management of natural resources while meeting Nevada's needs for economic
diversification and science-based educational opportunities.
[Name of Company] is__________________________________________________________
____________________________________________________________________________
____________________________________________________________________________
____________________________________________________________________________
____________________________________________________________________________
____________________________________________________________________________
____________________________________________________________________________
ARTICLE 2. STATEMENT OF INTENT (Adjust wording as necessary)
[XXX] recognizes that DRI has a wide range of basic and applied research expertise in the
areas of atmospheric, earth and ecosystem, and hydrological sciences. Research is
accomplished through field and laboratory observation, theoretical and laboratory analysis, and
computer modeling at many spatial and temporal scales. Research at DRI is funded by the
federal government, Nevada and other states’ agencies, local governments, non-profit
organizations, and private industry.
DRI recognizes that [XXX] has experience and expertise in delivery of higher-education
programs and in basic and applied sponsored research in a wide range of disciplines, including
agricultural and environmental sciences, engineering, technology and computer science,
homeland security, and health and biomedicine.
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The parties mutually recognize that it is in their best interests to develop a long-term
collaboration to strengthen research capabilities, broaden research opportunities, enhance
faculty expertise, and provide basic and applied research and educational opportunities for
students at both institutions.
This Memorandum of Understanding formalizes [XXX]’s and DRI’s intent to collaborate for
this purpose and sets forth the general terms of agreement under which collaborative activities
will be conducted. It is envisioned that collaborative activities may include the joint conduct of
basic and applied research sponsored by federal and state agencies and private organizations,
development of research-faculty exchange programs, establishment of student research
internships, development of cooperative work programs to provide research opportunities to
students, and other similar research-related initiatives. Collaborative initiatives will be developed
under this MOU on a project-by-project basis with terms and conditions of agreement specific to
each project.
ARTICLE 3. ROLES AND RESPONSIBILITIES OF THE PARTIES
The parties agree to the following general roles and responsibilities under this Memorandum
of Understanding:
A. Identification of Collaborative Projects: When one party identifies a relevant need or
opportunity for collaboration, it is encouraged to contact the other party to determine
mutual interest.
B. Identification of Lead Institution: If the other party has mutual interest, the parties jointly
will designate a lead institution for that proposed project. Designation will be based on
the nature and content of the proposed collaborative project, expertise and experience of
the parties, and, as appropriate, funding-eligibility criteria.
C. Identification of Project Personnel: Each party will designate a project leader who will be
responsible for coordinating project planning and, if appropriate, funding proposaldevelopment activities at his/her institution. When appropriate, the project leaders will
identify other individuals from their respective institutions who will participate in the
project.
D. Project Planning: Under the leadership of the two project directors, project personnel will
develop a scope of work for the project, identify specific roles and responsibilities of
project personnel, determine resource needs, and, if necessary, identify potential
source(s) of funding for the project.
E. Funding Proposal Submission: Each party will assume all expenses, costs, risks, and
liabilities in connection with its own participation in proposal-development activities.
During proposal development, the parties will agree on an equitable distribution of funds
for the specific share of work to be performed by each party. When allowed by the
sponsor, the parties will request separate, collaborative awards. If the sponsor does not
make separate collaborative awards, or if the specific program requires a lead institution,
the lead institution party will serve as the prime award recipient. The lead institution party
agrees to negotiate a subrecipient agreement with the other party that contains mutually
acceptable terms and conditions.
ARTICLE 4. TERMS & CONDITIONS
[XXX] and DRI agree to the following general terms and conditions for the collaboration. If
project-specific agreement terms and conditions dictated by a sponsor differ, the sponsor’s terms
and conditions shall take precedence for that project.
A. Independent Entities: The parties shall be considered independent entities at all times.
The officers, employees, and agents of one party shall not act as officers, employees, or
agents of the other party. Neither party has the right to commit the other party to any
contractual, legal, or financial liability unless that party has received the prior written
permission of the other party. Each party agrees that it will not use the name of the other
party in news releases or advertising or in other publications directed to the general public
without the written consent of the other party.
B. Independent Activity: The parties agree that this MOU will not affect or impinge in any
way upon any existing or imminent agreement, either between the parties themselves or
between one party of this MOU and a third party. The parties further agree that this MOU
establishes no obligation on the part of either party to enter into a collaborative
relationship for a specific project that is deemed not to be in the best interests of both
parties. Nothing in this MOU precludes either party from continuing existing, or
establishing new, collaborative relationships and agreements with third parties for the
undertaking of similar activities and initiatives.
C. Confidential Information: Each party agrees to take reasonable precautions to prevent
disclosure of confidential information so marked and provided by the other party and to
use such confidential information only in connection with the project being developed
under this MOU, unless permission for another use is given in writing. Neither party shall
be liable for the inadvertent or accidental disclosure of confidential information if such
disclosure occurs despite the exercise of the same degree of care as the parties normally
take to preserve and safeguard their own confidential information. This confidentiality
provision shall remain in effect for three years following termination of this MOU.
E. Rights in Data: Subject to any restrictions placed by a sponsor, publication of research
results and broad sharing of experiences with educational initiatives is encouraged and
expected. Each party agrees to recognize the other party’s contributions through joint
authorship, acknowledgement, or citation, as appropriate. Data and documentation,
including computer code, specifications, laboratory methodologies, QA/QC protocols, and
the like specifically developed for collaborative projects shall be used to promote the
scientific and educational interests of both parties. Data rights shall survive the life of this
MOU.
F. Intellectual Property: Subject to any intellectual property ownership restrictions
established by a sponsor, intellectual property, including discoveries, inventions, and
improvements, developed solely by one party, will remain the property of that party. The
parties agree to negotiate in good faith the ownership rights of intellectual property jointly
developed during the conduct of projects initiated under this MOU. Both parties have the
right to use and further develop any mutually developed software or instruments for
research, applications, and operational purposes during and after the expiration of the
project under which such software or instrument is developed. This right shall survive the
life of this MOU.
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G. Disclaimer of Warranties and Liabilities: The parties agree that any software,
instruments, or data provided by one party to the other party are provided on an “as is”
basis. Any warranties, either express or implied, including, but not limited to, implied
warranties of non-infringement, originality, merchantability, and fitness for a particular
purpose, are disclaimed by both parties.
H. Liability: To the extent limited by applicable laws of their respective states, each party
assumes any and all risk of personal injury, death, and property damage attributable to
the willful or negligent acts or omissions of that party and its officers, employees, and
agents.
I.
Non-Discrimination: Neither party will unlawfully discriminate, harass, or allow
harassment against any employee, applicant for employment, or project participant
because of sex, race, color, ancestry, religious creed, national origin, disability, or age.
ARTICLE 5. DURATION
This MOU shall be valid for an initial period of ______ (x) months from the date of last
signature and may be renewed for additional periods upon mutual written agreement of the
parties. [Initial term cannot exceed 60 months or 5 years].
ARTICLE 6. MODIFICATIONS
Mutually agreed upon modifications to this MOU shall be reduced to writing and signed by
the presidents of both parties.
ARTICLE 7. TERMINATION
This MOU may be terminated by either party, with or without cause, by giving a thirty (30)
day written notice to the other party. No damages or costs of any kind will be payable by one
party to the other upon termination of this MOU. Other standing contractual agreements
between the parties will remain subject to the terms and conditions of those standing
agreements.
ARTICLE 8. DISPUTES
Any dispute regarding the interpretation and/or execution of this MOU shall be declared in
writing. Both parties agree to negotiate in good faith to resolve such dispute. If resolution cannot
be reached within ninety (90) days, this MOU can be terminated without further notice.
ARTICLE 9. NOTICES
The parties give the following contact information for the purpose of giving notice and for any
other purpose in terms of and arising from this MOU:
For [XXX]:
Name:
Title:
Address:
For DRI:
Name:
Title:
Address:
Telephone:
FAX:
Email:
Telephone:
FAX:
Email:
ARTICLE 10. ASSIGNMENT
This MOU may not be assigned or otherwise transferred by either party to a third party, in
whole or in part, without the prior written approval of the other party.
ARTICLE 11. ENTIRETY
This MOU represents the full and final understanding between the parties and supersedes
any and all previous understandings, commitments, and agreements, oral or written.
IN WITNESS THEREOF, the parties hereto have executed this Memorandum of Understanding
on the day and year last specified below.
For [Name of Company:
For DESERT RESEARCH INSTITUTE:
________________________________
Name:
Title:
__________________________________
Dr. Alan Gertler
Vice President for Research
Date:
Date:
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