UNIVERSITY OF PITTSBURGH
FULL RESEARCH VISITOR AGREEMENT
FOR
VISITING SCIENTISTS, SCHOLARS, AND RESEARCHERS
This Agreement is made and entered into this _______ day of ___________ 2013 (“Effective
Date”) between and among the University of Pittsburgh – Of the Commonwealth System of Higher
Education, having its principal address at 4200 Fifth Avenue, Pittsburgh, PA 15260 (hereinafter the
"UNIVERSITY") and [Insert Name of Visitor Institution], having a place of business at [Insert Address
of Visitor Institution] (hereinafter the “VISITOR INSTITUTION”), [Insert Name of Visitor Scientist,
Scholar, or Researcher] an employee of VISITOR INSTITUTION (the “VISITOR”);
WHEREAS, UNIVERSITY, VISITOR, and VISITOR INSTITUTION have agreed to undertake
collaboration, research, teaching or scholarship (“RESEARCH”) as more fully described on Exhibit A; and
WHEREAS, UNIVERSITY is willing to host VISITOR and to grant Visitor Privileges at the
UNIVERSITY to engage in the RESEARCH subject to all of the terms and conditions set forth herein.
NOW, THEREFORE, the parties, intending to be legally bound hereby, agree as follows:
I.
DEFINITIONS
In this Agreement, the following terms and expressions shall have the following meanings:
“Confidential Information” means all non-public technical information, research data, know-how,
financial information, inventions (whether or not reduced to practice), security of buildings and
laboratories, biological materials, samples, devices, models and any other materials or information of
whatever description which the UNIVERSITY regards as confidential, proprietary or of a commercially
sensitive nature.
Confidential Information does not include:
(a)
information known to VISITOR (as shown by written records) prior to disclosure by
UNIVERSITY;
(b)
information from a third party not under an obligation of confidentiality; and
(c)
information which is generally available to the public through services other than the
UNIVERSITY.
“EH&S” means the UNIVERSITY’s Department of Environmental Health & Safety.
“Export Control Compliance” means all activities performed by the UNIVERSITY to comply with any
and all applicable United States export control laws and regulations, as well as any and all embargoes and/or
other restrictions imposed by the Treasury Department’s Office of Foreign Asset Controls.
“IACUC” means Institutional Animal Care and Use Committee.
“IRB” means the Institutional Review Board.
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“Intellectual Property” means all copyright rights, all rights in relation to inventions (including patent
rights whether registered or not), registered and unregistered trademarks (including service marks),
registered designs, Confidential Information (including trade secrets and know-how), and all other rights
resulting from intellectual activity.
“Research” means the collaboration, scholarship, and research to be performed by VISITOR as set forth
in the attached Exhibit A.
“Restricted Party Screening” means screening a proposed VISITOR name or VISITOR INSTITUTION
name through the UNIVERSITY’S Export Control Officer for final approval and clearance to engage in
RESEARCH as contemplated in this Agreement and for Export Control Compliance.
“Security Risk Assessment” means 1) completion of all forms needed to access select agents at the
University of Pittsburgh, including successful completion of FBI Form FD-961, and 2) approval of the
VISITOR by the CDC and the University of Pittsburgh Responsible Official for Select Agents for access
to select agents at the University of Pittsburgh.
“University Intellectual Property” means any Intellectual Property owned by the UNIVERSITY
whether existing at the time of, preceding or subsequent to the date of this Agreement and may include
Intellectual Property which is the subject of a third party agreement which shall include the Intellectual
Property assigned to the University as set forth in Section V, Paragraph 5.3.
“Visitor Intellectual Property” means any Intellectual Property created, discovered, made or reduced to
practice by the VISITOR without use of any UNIVERSITY resources and which is unrelated to the grant of
Visitor Privileges at the UNIVERSITY and independent from the RESEARCH conducted under this
Agreement.
“Visitor Privileges” as written in this Agreement means having access to and use of the UNIVERSITY
facilities, space, resources, and equipment for purposes of engaging in the RESEARCH.
“Visitor” shall mean a visiting scientist, visiting scholar, or visiting researcher, as appropriate.
II.
TERMS AND CONDITIONS OF THIS AGREEMENT:
2.1
Grant of Visitor Privileges. The UNIVERSITY agrees to provide the VISITOR with Visitor
Privileges for the Term set forth in Paragraph 7.1, subject to all of the terms and conditions set
forth in this Agreement.
2.2
Conditions to conducting RESEARCH and exercising Visitor Privileges as set forth herein:
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a) Export Control Compliance for Foreign Nationals and Foreign Institutions
1) VISITOR and VISITOR INSTITUTION shall be subject to Restricted Party
Screening before and during the Term of this Agreement. The
UNIVERSITY has the sole discretion to deny Visitor Privileges or deny any
RESEARCH as a result of any Restricted Party Screening results, without
any right of challenge by VISITOR or VISITOR INSTITUTION;
2) RESEARCH shall be subject to prior review and approval for Export
Control Compliance by the University’s Export Control Officer, which
review may continue during the Term of this Agreement.
The
UNIVERSITY has the sole discretion to deny Visitor Privileges,
RESEARCH, or otherwise terminate this Agreement as a result of any
Export Control Compliance conducted by the UNIVERSITY without any
right of challenge by VISITOR or VISITOR INSTITUTION;
3) VISITOR and VISITOR INSTITUTION shall cooperate in the conduct of
any of UNIVERSITY’S Export Control Compliance activities;
4) VISITOR and VISITOR INSTITUTION shall comply with any and all
applicable United States export control laws and regulations, as well as any
and all embargoes and/or other restrictions imposed by the Treasury
Department’s Office of Foreign Asset Controls in connection with the
RESEARCH and in connection with this Agreement.
b) If required for the RESEARCH, prior to granting Visitor Privileges, the
UNIVERSITY shall require VISITOR to complete the following EH&S or IACUC
training requirements or provide evidence of completion of equivalent training
within the timeframes noted below (check all that apply):
1) Blood Borne Pathogen Exposure Control Training (within preceding 12
months);
2) Chemical Hygiene Training (within preceding 3 years);
3) Use of Laboratory Animals in Research and Education and successful
enrollment in the University of Pittsburgh Animal Exposure Surveillance
Program;
4) Responsible Conduct of Research related to human subject research, as
indicated on Exhibit A;
5) Animal Specific Training Module, as indicated on Exhibit A;
6) Successful completion of forms initiating Security Risk Assessment, if
necessary;
7) Additional specific training related to recombinant DNA research or
research involving ionizing radiation, if such training is indicated on Exhibit
A.
c) For RESEARCH requiring entry into the BSL-3/ABSL-3 area, VISITOR must also
complete the following:
1) BSL-3/ABSL-3 site-specific training and demonstrate proficiency to the
Biosafety Officer prior to working in or independently accessing the BSL3/ABSL-3 laboratory.
2) Respirator fit testing for a N95 respirator within the prior 12 months for any
individual not capable of wearing the recommended powered air purifying
respirator;
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3) Evidence of receipt of any agent-specific vaccinations listed in Exhibit A.
d) For RESEARCH involving direct contact with non-human primates:
1)
successful enrollment in the University of Pittsburgh Measles
Protection Program;
2) a negative tuberculosis test within the prior six months;
3) completion of all IACUC required training as outline on Exhibit A.
2.3
This Agreement shall not be construed as (i) granting to the VISITOR or VISITOR INSTITUTION
any license rights or other rights relating to any University Intellectual Property or Confidential
Information disclosed pursuant to this Agreement except as expressly provided in this Agreement
or specifically agreed to by the parties in writing; or (ii) constituting a waiver of any rights which
the University may have therein (all of which rights expressly are reserved).
2.4
In performing RESEARCH under this Agreement, VISITOR agrees to act in accordance with all
applicable federal, state and local laws, regulations, policies, rules, professional standards and
instructions and UNIVERSITY policies and procedures.
2.5
VISITOR shall only perform the RESEARCH as set forth in the attached Exhibit A. The Visitor
Privileges are expressly limited to the activities described on Exhibit A.
III.
INDEPENDENT CONTRACTOR & MEDICAL COVERAGE:
3.1
For the purpose of this Agreement, and for the duration of the visit, the VISITOR and VISITOR
INSTITUTION shall be and shall be deemed to be an independent contractor with respect to the
UNIVERSITY and VISITOR shall remain an employee of the VISITOR INSTITUTION for the
duration of the RESEARCH. VISITOR shall have no authority to make any representations, or to
take any action, which shall be binding upon the UNIVERSITY.
3.2
VISITOR’S activities at the UNIVERSITY shall not create an employment relationship between
the UNIVERSITY and the VISITOR.
3.3
VISITOR and VISITOR INSTITUTION understand and agree that the UNIVERSITY assumes no
financial responsibility for VISITOR’S health care or treatment while VISITOR has Visitor
Privileges. The UNIVERSITY is not responsible for any charges not covered by VISITOR’S or
VISITOR INSTITUTION’S health insurance. VISITOR has consulted with a medical doctor with
regard to his/her personal medical needs and the risks of working in a facility such as the RBL.
VISITOR and VISITOR INSTITUTION certify to the UNIVERSITY that there are no healthrelated problems, which would impair, preclude or restrict VISITOR’S ability to perform the work
as set forth in Exhibit A of this Agreement.
3.4
The UNIVERSITY shall not compensate or reimburse VISITOR in connection with VISITOR’S
RESEARCH as set forth in Exhibit A of this Agreement. VISITOR INSTITUTION shall pay and
administer all compensation and fringe benefits due to its VISITOR, as well as any federal, state
or local payroll taxes and worker’s compensation benefits as required by the laws of the
Commonwealth of Pennsylvania. The UNIVERSITY shall not provide housing, meals, travel or
any other personal expenses for the VISITOR. VISITOR INSTITUTION shall be solely
responsible for obtaining any visas or work permits necessary for VISITOR.
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IV.
LIABILITY/INDEMNIFICATION/INSURANCE:
4.1
VISITOR and VISITOR INSTITUTION understand that performing the RESEARCH specified in
Exhibit A of this Agreement involves risks, which may include exposure to potentially hazardous
equipment, chemicals, microbes, infectious organisms, medical waste, pathogens, laboratory
animals, radioactive material, as well as the risk of accidents and injuries.
4.2
Knowing the risks described above in section 4.1, and in consideration of being permitted to
perform the RESEARCH set forth in Exhibit A of this Agreement, VISITOR and VISITOR
INSTITUTION agree to assume all of the risks and responsibilities and hereby release the
UNIVERSITY from liability to the VISITOR INSTITUTION, VISITOR or the VISITOR’S heirs
and survivors with respect to any injury, loss, damage, accident, delay or expense arising out of
the VISITOR’S RESEARCH at UNIVERSITY.
4.3
VISITOR and VISITOR INSTITUTION agrees to defend and indemnify the UNIVERSITY, its
directors, officers, employees, and agents against any and all liability, claims, damage, loss or
expense (including attorney’s fees and expenses of litigation) that may be incurred by or imposed
upon the UNIVERSITY in connection with this Agreement, the Visitor Privileges, the acts or
omissions of VISITOR, and/or the RESEARCH set forth in Exhibit A. VISITOR or VISITOR
INSTITUTION shall be responsible for providing appropriate insurance to cover VISITOR’S
activities, including evidence of worker’s compensation insurance, and comprehensive general
liability insurance with limits of at least three million dollars ($3,000,000), per occurrence, with
umbrella coverage of an additional two million dollars ($2,000,000), per occurrence. The
UNIVERSITY shall be named as an additional insured on the comprehensive general liability
insurance. Certificates of insurance evidencing the coverage required above shall be filed with
UNIVERSITY’S Office of Risk Management, 1817 Cathedral of Learning, Pittsburgh, PA 15260,
before Visitor Scientist Privileges may be granted.
V.
INTELLECTUAL PROPERTY RIGHTS AND OWNERSHIP:
5.1
VISITOR and VISITOR INSTITUTION agree to promptly notify UNIVERSITY’S Office of
Technology Management in writing of any inventions made while a VISITOR exercising its
Visitor Privileges. VISITOR and VISITOR INSTITUTION acknowledge and agree that all
Intellectual Property developed, conceived, invented, authored, or reduced to practice by VISITOR
while a VISITOR of the UNIVERSITY under this Agreement shall be: University Intellectual
Property; the sole unencumbered property of the UNIVERSITY; and free from any other interests
on the part of the VISITOR and/or VISITOR INSTITUTION or any third party. The VISITOR
and VISITOR INSTITUTION warrant and agree that the UNIVERSITY may deal with such
University Intellectual Property in its sole discretion in any manner it deems appropriate.
5.2
VISITOR agrees to maintain accurate and complete laboratory notebooks and or other written
documentation that is appropriate for the purpose of the RESEARCH and as may be further
specified by the UNIVERSITY. At the close of this Agreement, VISITOR shall submit the
original copy of all and any such documentation including any reports and/or any other outstanding
items to the UNIVERSITY prior to the last day of his or her visit. VISITOR may retain a copy for
his or her files.
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5.3
INTELLECTUAL PROPERTY ASSIGNMENT. In exchange for the Visitor Privileges as set
forth in this Agreement, the VISITOR and VISITOR INSTITUTION hereby irrevocably assign
and transfer the entire right, title and interest for all countries to all Visitor Intellectual Property
which is conceived, invented, authored or reduced to practice by VISITOR, either solely or jointly
with others, while engaging in RESEARCH using the Visitor Privileges pursuant to this
Agreement.
5.4
VISITOR and VISITOR INSTITUTION agree that the ownership of all University Intellectual
Property whether existing at the time of, preceding or subsequent to the date of this Agreement
shall not be affected in any way, including but not limited to transfer, assignment, encumbrance or
charge, by the grant of Visitor Privileges to the VISITOR pursuant to the terms and conditions of
this Agreement.
5.5
UNIVERSITY agrees that any Visitor Intellectual Property shall not be affected in any way by the
grant of Visitor Privileges to the VISITOR pursuant to the terms and conditions of this Agreement.
VI.
CONFIDENTIALITY:
6.1
VISITOR and VISITOR INSTITUTION agree (i) to use the Confidential Information solely for
the purpose of conducting the RESEARCH as specified in the attached Exhibit A; (ii) to hold the
Confidential Information in strict confidence; and (iii) not to disclose the Confidential Information
or permit it to be disclosed to any third party without prior written approval of the UNIVERSITY.
6.2
VISITOR and VISITOR INSTITUTION agree that all Confidential Information and all rights
pertaining to or arising from the Confidential Information are and shall remain solely the property
of the UNIVERSITY. VISITOR and VISITOR INSTITUTION understand that any unauthorized
disclosure or use of the Confidential Information could cause irreparable harm and significant
injury to the UNIVERSTY, which may be difficult to ascertain. In the event of a breach or
threatened breach of the terms of this Agreement by the VISITOR or VISITOR INSTITUTION,
the UNIVERSITY shall be entitled to seek specific performance and/or to seek temporary and/or
permanent injunctive relief enjoining any breach of this Agreement or any unauthorized use of the
Confidential Information without showing or proving any actual damage sustained by the
UNIVERSITY.
VII.
TERM AND TERMINATION:
7.1
Term. This Agreement shall be effective upon the Effective Date until the completion of the
RESEARCH set forth in Exhibit A, unless sooner terminated as provided in Sections 7.2 and 7.3,
below.
7.2
This Agreement may be terminated by any party without cause upon thirty (30) days prior written
notice to the other parties.
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7.3
Under this Agreement, the UNIVERSITY retains the rights to terminate this Agreement,
terminate VISITOR’S RESEARCH and deny VISITOR access to the UNIVERSITY facilities,
immediately and at any time, with or without prior notice for: unsatisfactory collaboration or
activities; unprofessional behaviour; failure to comply with any applicable UNIVERSITY
policies, including but not limited to those relating to non-discrimination, anti-harassment,
EH&S, IACUC, IRB, and Export Control policies; reasons relating to Restricted Party Screening
and Export Control Compliance; and failure to comply with any of the terms of this Agreement.
7.4
The provisions of Sections IV, V, VI, and VIII shall survive the termination of this Agreement.
VIII. CHOICE OF LAW:
8.1
This Agreement shall be construed governed and enforced in accordance with the laws of the
Commonwealth of Pennsylvania without regard to principles of conflicts or choice of law. Each
of the parties hereby submits to the jurisdiction of the Court of Common Pleas of Allegheny
County, Pennsylvania, and the United States District Court for the Western District of
Pennsylvania with respect to any claim, suit or action in law or equity arising in any way out of
this Agreement or the subject matter hereof.
IX.
MISCELLANEOUS:
9.1
This Agreement may not be assigned in whole or in part by any party without the prior written
consent of the other parties.
9.2
This Agreement constitutes the entire and only agreement between the parties relating to the work
set forth in Exhibit A, and all prior negotiations, representations, understandings, and agreements
are superseded hereby. No agreements altering or supplementing the terms of this Agreement may
be made except by means of a written documents signed by the duly authorized representatives of
all of the parties.
[The remainder of this page is intentionally left blank.]
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IN WITNESS WHEREOF, this Agreement has been executed below by authorized representatives of the parties
hereto.
UNIVERSITY OF PITTSBURGH:
By: ______________________________________________________________
Printed Name: ________________________________________________________
Title: ________________________________________________________________
Date: ________________________________________________________________
VISITOR*:
By:
______________________________________________________________
Visitor
Printed Name: ________________________________________________________
Title: ________________________________________________________________
Country of Citizenship**: ____________
Date: _________________________________________________________________
VISITOR INSTITUTION: _______________________________
By: ______________________________________________________________
Authorized Representative of Visitor Institution
Printed Name: ________________________________________________________
Title: _____________________________________________________________
Date: ________________________________________________________________
EIN/Tax Identification: _______________
Country of Citizenship***: _______________________________
*If you are a student or if you have a paid appointment with the University of Pittsburgh, you should not
sign this form and agreement.
**Foreign Nationals must be approved by the Export Control Officer.
***Foreign companies/organizations and Institutions must be approved by the Export Control Officer.
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EXHIBIT A
RESEARCH
VISITOR NAME: ________________
I.
Brief description of RESEARCH (to include scholarship, collaboration, or research):
___________________________________________________________________________________________
___________________________________________________________________________________________
___________________________________________________________________________________________
___________________________________________________________________________________________
___________________________________________________________________________________________
II.
Please check all that apply:

I am a U.S. Citizen
(If you are a foreign national, please identify citizenship status and the anticipated nature of legal
status in the U.S. which will enable you to engage in RESEARCH:
_________________________________________________________________________)
Approved for Export Control Compliance by University Export Control Officer:
_______________________________________ Date: ______________________

RESEARCH involves animal research (IACUC protocol # _____________________________)

RESEARCH involves select agent research



III.
RESEARCH involves recombinant DNA work (rDNA protocol #_________________________)
RESEARCH involves access to ionizing radiation sources
RESEARCH involves human subject research (IRB protocol #_________________________)
Additional training or health requirements to conduct RESEARCH:
___________________________________________________________________________________________
___________________________________________________________________________________________
___________________________________________________________________________________________
___________________________________________________________________________________________
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