South Dakota State University
Confidential Plant Variety and/or Germplasm Disclosure
SDSU-___________
(TTO use only leave blank)
Please fill out all the items that apply to your invention accurately and return the document with original signature(s) to the
Office of Technology Transfer and Commercialization (OTTC). If you need assistance with filling out this form, please
contact OTTC at 688-4756.
1. Germplasm Identifier or Variety Identifier:
2. Creator Information: (Please note information in this section will be used for all legal documents such as patent applications) Creator as
defined in South Dakota Board of Regents Policy 4:35
# Legal Name, Suffix (e.g. Ph.D.)
1
2
3
4
5
Title (e.g. Professor)
Department
Tel. Number
% Share
3. Appointments, Conflict of Interest (COI) and Funding:
Please indicate all appointments/affiliations you may have had at the time of the invention (Please type X in all cells that
apply).
Inventor 1
Inventor 2
Inventor 3
Inventor 4
Inventor 5
Consulting Appointment
Federal Agency
Other (Please specify)
COI* (Indicate Yes or No)
* Please indicate “Yes” if you have a financial or other interest (as defined by the South Dakota Board of Regents Policy
4:35) in a business entity that is related to this germplasm in any way.
4. Funding Source:
Please list all sources of funding for materials, equipment and/or salaries of all personnel involved in making the invention.
Name of Department, Company, Agency etc.
(e.g. DOE, NSF etc.)
Grant or Account number
Unrestricted University/Departmental
Federal/other government agencies 1
Federal/other government agencies 2
Private/public foundation
Commercial entity
Others (Please Specify)
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Confidential Plant Variety and/or Germplasm Disclosure
5. Was this germplasm or variety created under a separate contract, employment, or other restrictions
and obligations other than SDSU employment contract and associated obligations?
Yes
No If Yes, please specify the circumstances.
6. Has any component of the germplasm or variety originated from materials from another entity?
Yes
No If Yes, please specify the material and attach pedigree record.
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Confidential Plant Variety and/or Germplasm Disclosure
Royalty Distribution Agreement
This Royalty Distribution Agreement (“Agreement”) is made on the last date signed below (“Effective Date”) by and
between South Dakota State University, a public land grant university with its principal place of business at Box 2201, SAD
130, Brookings, South Dakota 57007-0291, (“SDSU”) and the Creator(s) (defined below) (each a “Party” and collectively, the
“Parties”).
WHEREAS, pursuant to South Dakota Board of Regents (BOR) policy 4:34 (the “Policy”), SDSU has the
responsibility and obligation to manage the incomes generated from the intellectual property commercialization process; and
WHEREAS, Creator(s) is a named individual who has attested and submitted a signed document to have developed a
certain variety of _______________ named __________________ (“Variety”); and
WHEREAS, Creator(s) collectively shall receive 50% of net income received by SDSU as a result of commercializing
the intellectual properties pursuant to the Policy;
NOW, THEREFORE, in consideration of the above, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, and intending to be legally bound, the Parties agree as follows:
Distribution
Pursuant to provisions of the Policy, and subject to limitations of any laws, regulations or policy for the distribution of net
income by SDSU, the Creator(s) hereby agrees to the distributions herein, as decided in Exhibit A if applicable, for any net
which is or becomes payable to the Creator(s) pursuant to the Policy.
Each Creator may request their share of the net income distribution, or any designated percentage of their share, be made to
another entity by submission of a completed request form to SDSU as shown as an example in Exhibit B. Notwithstanding the
foregoing, such request will be non-binding to SDSU and SDSU has no obligation to respond to such request.
1.
Duration
This Agreement will be valid from its Effective Date until upon written notification of termination by SDSU to all
Creator(s).
2.
Confidentiality
A. Creator(s) will keep the terms of this Agreement strictly confidential and will not disclose information to any
third party. In addition, Creator(s) will exercise at least the same degree of care that it uses for its own personal
financial information and maintain adequate security to prevent unauthorized disclosure, distribution, dispersal,
escape, theft, loss, which may cause to violate the terms of the confidentiality.
B. The obligations to keep confidential information shall remain in effect for five (5) years after the termination or
expiration of this Agreement.
3.
Governing Law
This Agreement will be governed by, and must be construed and interpreted in accordance with, the laws of the State
of South Dakota without regard to the principles of conflicts of law thereof. The Parties agree that any dispute
regarding the interpretation, performance or validity of, or otherwise arising out of, this Agreement shall be subject to
the exclusive jurisdiction of the South Dakota Third Judicial Circuit Court, Brookings County, South Dakota except
that SDSU may bring an action for the temporary restraining order, or preliminary or permanent injunction in any
court having jurisdiction over Creator(s). Each Party agrees to submit to the personal and exclusive jurisdiction and
venue of such courts and not to seek the transfer of any action or proceeding out of such courts.
4.
Disclaimers
A. Notwithstanding anything else in this Agreement or otherwise, in no event, will SDSU be liable to the Creator(s)
or any person or entity with respect to Creator(s)’ decisions regarding distribution share, request to deposit, use,
or handling of net income distributed for any contract. In no event shall SDSU be liable for any direct, special,
consequential or punitive damages (including, without limitation, damages for loss of profits or expected savings
or other economic losses, or for injury to persons or property) arising out of or in connection with this Agreement,
even if creator(s) has been advised of the possibility or probability of such damages.
B. Creator(s) assumes all risk and responsibility in connection with complying with applicable national and local law
and regulations concerning the taxation, use, non-use, disposal and misuse or other wrongdoing with respect to
distributed net income by SDSU in connection to this Agreement.
5.
Warranties and Representation
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Confidential Plant Variety and/or Germplasm Disclosure
Creator(s) warrants and represents that:
A. Creator(s) has read, fully understood and agreed to the terms and conditions of this Agreement and Policy and sought
legal advice from an independent legal counsel if any terms and conditions are not fully understood and agreed; and
B. Creator(s) is true and correct originator of the Variety pursuant to applicable law; and
C. Creator(s) has included all other co-creator(s) who are true and correct originators of the Variety pursuant to
applicable law and/or Policy into this Agreement; and
D. Creator(s) has independently determined the appropriate share of distribution of net income without any influence or
inputs from SDSU; and
E. Creator(s) has advised SDSU of any law to be complied with.
6. Assignment
Creator(s) will not have the right to assign its rights and/or obligations under this Agreement to any other party without the
prior written consent of SDSU. SDSU shall have the right to assign its rights and obligations under this Agreement to any
party by providing written notice to Creator(s) and no consent is required.
7. Amendment
No amendment or modification of this Agreement will be valid or binding upon the Parties unless made in writing and signed
by the Parties hereto.
8. Creator Adjustment
Notwithstanding the foregoing, should it be determined that the Variety should include or remove one or more Creator(s) listed
herein, then the distribution herein shall be reduced or increased on a pro rata basis based upon any addition or removal of the
Creator(s) unless otherwise agreed upon in writing by all Creator(s) of the Variety. Any Creator(s) not currently named hereon
shall not be subject hereto and shall receive their full share pursuant to the Policy in precedent to other Creator(s).
9. Notices
Any notice or other communication required or permitted to be given to either Party hereto will be in writing and will be
deemed to have been properly given and effective: (a) on the date of delivery if delivered in person to a Party during
recipient’s normal business hours; or (b) on the date following mailing if delivered by courier, express mail service or firstclass mail, registered or certified. Such notice will be sent or delivered to the respective addresses in this Agreement, or to
such other address as either Party will designate by a written notice given to the other Party.
10. Entire Agreement
This Agreement, including its Exhibits, embodies the entire understanding of the Parties regarding the net income distribution
and supersedes all previous communications, representations or understandings, either oral or written, between the Parties
relating to such subject matter.
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South Dakota State University
Confidential Plant Variety and/or Germplasm Disclosure
The undersigned hereby declare(s) that they (he/she) are (is) the true and only originator(s) of the invention disclosed herein at
the South Dakota State University and that the invention arose in the course of work at or on behalf of the University and will
be managed according to South Dakota Board of Regents’ Policy Manual 4:34 for Intellectual Property. Please call the Office
of Technology Transfer and Commercialization at 688-4756 with any questions.
IN WITNESS WHEREOF, Creator(s) have caused this Agreement to be duly executed by authorized signatories as of the
date as indicated below.
Creator 1 Name:
Percentage share of net income:
Citizenship:
Home Add:
Creator 2 Name:
Percentage share of net income:
Citizenship:
Home Add:
Work Add:
Work Add:
Phone:
e-mail:
FAX:
Signature:
Phone:
e-mail:
Date:
FAX:
Signature:
Date:
Creator 3 Name:
Percentage share of net income:
Citizenship:
Home Add:
Creator 4 Name:
Percentage share of net income:
Citizenship:
Home Add:
Work Add:
Work Add:
Phone:
e-mail:
FAX:
Signature:
Phone:
e-mail:
Date:
FAX:
Signature:
Date:
Creator 5 Name:
Percentage share of net income:
Citizenship:
Home Add:
Creator 6 Name:
Percentage share of net income:
Citizenship:
Home Add:
Work Add:
Work Add:
Phone:
e-mail:
Signature:
FAX:
Phone:
e-mail:
Date:
Signature:
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FAX:
Date:
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South Dakota State University
Confidential Plant Variety and/or Germplasm Disclosure
Exhibit A
Possible Royalty Disbursement Factors
Yearly allotment for development team will be made available for advancement of the variety according to their participation
with the following program events.
1.
PI of the project where the final cross was made that led to variety release shall receive 10% of the total ().
2.
PI of project where the decision was made to derive a line from a segregating population for inclusion in
intra-program, state-wide, replicated filed trials (e.g. preliminary yield trials) shall receive 10% of the total ().
3.
PI(s) of the project(s) which assisted in specific trait documentation and characterization, beginning
concurrently with intra-program, state-wide, replicated filed testing shall receive (or share) 10% of the total
().
4.
PI of project where the decision was made to advance a line from intra-program, state-wide, replicated
testing, to inter-program, state-wide and/or regional field trials (e.g., CPT and URN trials) shall receive 20%
of the total ().
5.
PI(s) of project(s) which continued (or began) to assist in specific trait documentation and characterization,
carried out concurrently with advancement to inter-program, state-wide and/or regional, replicated field
testing, shall receive (or share) 10% of the total ().
6.
PI of the project where the decision was made, and documentation provided to variety release committee, for
increase with intent to release shall receive 20% of the total ().
7.
PI of the project where the decision was made, and documentation provided to variety release committee, for
release of experimental line as a new variety shall receive 20% of the total ().
Upon acceptance of the royalty distribution by Creator(s), it becomes Creator(s) responsibility to provide a reasonable share, or
to designate such a share to support staff and collaborating program staff members, which significantly contributed to the
development of the Variety, as deemed appropriate.
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