Agreement Institution/Organization: SPONSOR AWARDEE Institution/Organization: Rowan University EIN No.: EIN No.: 22-2764819 Award Number: Prime Sponsor Award Number: Period of Performance Amount Funded this Action Est. Total (if incrementally funded) Project Title Sections of Agreement Statement of Work Budget and Payment Terms Contacts See Attachment One (1) See Attachment Two (2) See Attachment Three (3) Terms and Conditions 1) Recitals. “Name of Sponsor” (hereinafter referred to as SPONSOR) hereby awards a fixed fee award, as described above, to “Rowan University” (hereinafter referred to as AWARDEE). Statement of Work can be found in Attachment One (1). In its performance of work, AWARDEE shall be an independent entity and not an employee or agent of SPONSOR. 2) Statement of Work. AWARDEE agrees to use reasonable efforts to perform the work described in Attachment One (1), which is incorporated herein. Matters concerning the technical performance of this Agreement should be directed to the appropriate party’s Project Director, as shown in Attachment Three (3). 3) Cost and Payment. SPONSOR shall reimburse AWARDEE for allowable costs associated with the approved budget and in payment terms as shown in Attachment Two (2). The invoice receipt or payment should be directed to the appropriate party’s Financial Contact, as shown in Attachment Three (3). The payment shall be considered provisional and subject to adjustment within the total estimated cost in the event such adjustment is necessary as a result of an adverse audit finding against the AWARDEE or if costs are not compliant with OMB Circular A-21. 4) Reporting. AWARDEE agrees to send a final technical report to the SPONSOR’S Project Director shown in Attachment Three (3) on the following schedule: NOT LATER THAN sixty (60) days after 12/31/2015 A final statement of cumulative costs incurred, including cost sharing, marked “FINAL,” must be submitted to SPONSOR’S Financial Contact as shown in Attachment Three (3) NOT LATER THAN sixty (60) days after Agreement end date. The final statement of costs shall constitute AWARDEE’S final financial report. 5) Waivers, Notices, and Termination. Matters concerning the waiver or negotiation of any changes in the terms, conditions, or amounts cited in this Agreement should be directed to the appropriate party’s Administrative Contact, as shown in Attachment Three (3). Any such changes made to this Agreement require the written approval of each party’s Authorized Official, as shown in Attachment Three (3). The waiver of any provision of this Agreement shall not be deemed to be a continuing waiver or the waiver of any other provision of this Agreement. 6) Liability. The liability of SPONSOR and its employees shall be subject to all the provisions of the New Jersey Tort Claims Act, N.J.S.A. 59:1-1 et seq., (“Act”) the New Jersey Contractual Liability Act, N.J.S.A. 59-13-1 et seq., and the availability of appropriations. AWARDEE does not carry public liability insurance but the liability of the State and the obligation of the State to be responsible for tort claims against the State or its employees are covered under the terms and provisions of the Act. The Act also creates a special self-insurance fund and provides for payment of claims under the Act against the State or against its employees, for whom the State is obligated to indemnify against tort claims which arise out of the performance of their duties. Revised May 20, 2015 Page 1 of 6 Any claims against AWARDEE, its employees, etc. arising out of the use of the Premises shall be made to the Attorney General, Division of Law, Claims Service Section, Richard J. Hughes Justice Complex, 25 Market Street, P.O. Box 112, Trenton, NJ 08625-0112. 7) Indemnification. Each party to this Agreement shall be solely responsible for any and all actions, suits, damages, liability or other proceedings brought against it as a result of the alleged negligence, misconduct, error or omission of any of its officers, agenda or employees. None of the parties is obligated to indemnify any other party or to hold any other party harmless from costs or expenses incurred as a result of such claims; and each shall continue to enjoy all rights, claims and defenses available to it under law. 8) Export Controls. It is understood that all parties to this Agreement are subject to United States law and regulations controlling the export of technical data, computer software, laboratory prototypes and other commodities (including, but not limited to, the Arms Export Control Act, as amended, and the Export Administration Act of 1979), and that their obligations hereunder are contingent upon compliance with such laws and regulations. Both parties agree to comply with any and all such export control laws and regulations, as well as any and all embargoes and/or restrictions imposed by the Treasury Department’s Office of Foreign Asset Controls, in performance of this Agreement. AWARDEE reserves the right to decline to accept from SPONSOR any technical data, computer software, laboratory prototypes or other commodities that may require an export license and/or formal assurances from/made to the cognizant governmental authority. 9) Patents and Inventions. a. Title to any invention first conceived or discovered solely by any AWARDEE employee(s) or student(s) in the performance of the work funded under this Agreement shall vest in AWARDEE. To the extent that AWARDEE has the legal right to do so, AWARDEE shall grant SPONSOR an option to an exclusive or non-exclusive license to make, use, or sell any such Invention on reasonable terms and conditions, including reasonable royalties, as the parties mutually agree in separate writing. b. In the event that any AWARDEE employee(s) or student(s) first conceives or discovers an Invention jointly with SPONSOR employee(s) or students(s), title to such Invention shall vest jointly in AWARDEE and SPONSOR. 10) Publications. a. b. c. AWARDEE shall have the right to publish and disseminate information derived from the project. AWARDEE shall furnish SPONSOR with a copy of any proposed publication thirty (30) days in advance of the proposed publication date. SPONSOR may request AWARDEE to delay publishing such proposed publication for a maximum of an additional sixty (60) days in order to protect the potential patentability of any inventions described therein. Such delay shall not, however, be imposed on the filing or publication of any student thesis or dissertation. AWARDEE shall acknowledgement the sponsorship of the prime sponsor shown on the cover page of this Agreement in such publications of the Research Project. 11) Confidentiality. Both SPONSOR and AWARDEE shall have the right to refuse to accept any proprietary data proffered to it by the other. If necessary, the parties will exchange information which they consider to be confidential. The recipient of such information agrees to accept the disclosure of said information which is marked as confidential at the time it is sent to the recipient, and to employ all reasonable efforts to maintain the information secret and confidential, such efforts to be no less than the degree of care employed by the recipient to preserve and safeguard its own confidential information. The information shall not be disclosed or revealed to anyone except employees of the recipient who have a need to know the information and who have entered into an Agreement with the recipient under which such employees are required to maintain confidential the proprietary information of the recipient and such employees shall be advised by the recipient of the confidential nature of the information and that the information shall be treated accordingly. Revised May 20, 2015 Page 2 of 6 12) Conflict of Interest. AWARDEE has adopted the NJ Uniform Ethics Code and is subject to the New Jersey Conflicts of Interest Law, N.J.S.A. 52:13D-12 et seq. AWARDEE and SPONSOR has in place a Conflict of Interest program and policy that is applicable to all employees. AWARDEE follows and adheres to federal regulations as prescribed and implemented by the federal government and agencies of the federal government. Promoting Objectivity in Research - 42 CFR Part 50 Subpart F The AWARDEE (sub recipient) certifies that its Financial Conflict of Interest (FCOI) policy complies with Financial Conflict of Interest Regulation, Promoting Objectivity in Research (42 CFR Part 50 Subpart F)\ ______Yes; ______No The AWARDEE (sub recipient) is required to report identified Financial Conflict of Interest(s) of its Investigators to the SPONSOR’s Administrative and Project Director as indicated in Attachment Three (3) within 5 business days; or in a time frame that allows the SPONSOR to report identified Financial Conflict of Interest(s) to Public Health Services/Department of Health and Human Services funded agencies, including but not limited to National Institutes of Health (NIH) The SPONSOR holds and retains the right to solicit and review AWARDEE Investigator disclosures that will enable and facilitate the SPONSOR to identify, manage and report identified Financial Conflict of Interest(s) By an Authorized Official of Company Name By an Authorized Official of Rowan University __________________________________________ ____________________________________________ Name, Title Joseph Scully, Sr. VP for Finance & CFO Revised May 20, 2015 Date Page 3 of 6 Date Attachment 1 Statement of Work Clinic Project Objective: Clinic Project Description: Revised May 20, 2015 Page 4 of 6 Attachment 2 Budget and Payment Terms Budget: Payment Terms: Revised May 20, 2015 Page 5 of 6 Attachment 3 Contacts AWARDEE CONTACTS Administrative Contact ROWAN UNIVERSITY CONTACTS Administrative Contact Name: Address: Phone: Fax: Email: Name: Veronica Lex Contracts Specialist Address: 201 Mullica Hill Road Glassboro, NJ 08028 Phone: 856-256-4673 Fax: 856-256-4425 Email: lex@rowan.edu Project Director Project Director/Technical Name: Address: Phone: Fax: Email: Name: Address: 201 Mullica Hill Road Glassboro, NJ 08028 Phone: Fax: Email: Financial Contact Financial Contact Name: Robert Name: Unruh Kristy Beru Title Post-Award Specialist APG Address: International 201 Mullica Hill Road 70 Sewell Street Glassboro, NJ 08028 Glassboro, Phone: NJ 08028 856-256-5497 Fax: 856-256-4425 (856) Email: 256-5347carpenterk@rowan.edu (856) 256-5241 zhang@rowan.edu Authorized Official Address: Phone: Fax: Email: Authorized Official Name: Andrea Slusher Contract Administra Atlantic County Div. PO Box 719 Route 9 & Dolphin A Northfield, NJ 08225 (609) 645-5898 (609) 645-5964 slusher_andrea@ac Douglas Name:R. DiMeo, Joseph P.E.Scully, Senior Vice President for Principal Engineer, Finance Bridges and Chief Financial Officer Atlantic Address: CountyRowan Div. of University Engineering PO Box 719 Bole Hall Route 9 & Dolphin 201 Avenue Mullica Hill Rd. Northfield, NJ 08225 Glassboro, NJ 08028 (609) 645-5898 (609) Phone: 645-5964856-256-4127 dimeo_douglas@aclink.org Fax: 856-256-4435 Email: scullyj@rowan.edu Address: Phone: Fax: Email: Revised May 20, 2015 201 M Glass Page 6 of 6