AEROSPACE ENGINEERING SCIENCES SENIOR DESIGN STUDENT PROJECT AGREEMENT
THIS SENIOR DESIGN STUDENT PROJECT AGREEMENT, (the “Agreement”) is made between
__________________, (“Sponsor”) and the Regents of the University of Colorado, a body corporate,
contracting on behalf of the University of Colorado Boulder, a public institution of higher education
created under the constitution and laws of the State of Colorado (“University”).
RECITALS
WHEREAS, Sponsor desires to cooperate with the University and the Department of Aerospace
Engineering Sciences by supporting a senior design project to be proposed by Sponsor, accepted by
University and performed by University students enrolled in Course ASEN 4018, Aerospace Senior Project
I: Design Synthesis and Course 4028, Aerospace Senior Project II: Design Practicum, (“Academic
Course/s”);
WHEREAS, Sponsor’s support of the senior design project contemplated by this Agreement will
further the educational mission of the University by offering students: (1) the opportunity to work on
engineering design issues of current interest to industry, using state of the art equipment, (2) the
opportunity to interact with industry scientists and engineers, and (3) the opportunity to be considered
for employment by the Sponsor.
NOW, THEREFORE, the parties agree as follows:
Article 1 — Proposed Work
1.1
University will designate students enrolled in Academic Course/s who will receive academic credit
for their good faith efforts to conduct the senior design project as defined in Appendix A – Project
Description, attached hereto and incorporated herein by reference (“Course Project”).
1.2
The Course Project shall be under the direction and supervision of the Academic Course/s
coordinator, Professor James Nabity, hereafter called “Course Director”. Additional supervision and
direction may be supplied by other course instructors and the Sponsor Mentor as defined in Article 2.2.
1.3
Sponsor acknowledges that the students who will conduct the primary work on the Course Project
are doing so for academic credit only and are not officers, agents or employees of the University. The
work will be performed primarily at the University facilities.
1.4
Work on the Course Project will only be conducted as part of the above-described academic
courses. University shall not assign or subcontract the Course Project to a third party without written
authorization from Sponsor.
Article 2 — Sponsor Requirements
2.1
Sponsor agrees to pay to the University a fixed fee of $20,000 to share in the costs of the Academic
Courses (“Fee”). Sponsor shall pay the Fee upon execution of this Agreement and within 45 days of the
receipt of an invoice from University unless other arrangements are made with the Course Director and
are incorporated into this Agreement. This Fee is subject to change on an annual basis in order to reflect
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the actual cost of the Course Projects. The University may submit invoices in written form and/or via fax
or other electronic means to following:
________________________
________________________
________________________
________________________
2.2
Sponsor shall provide a qualified scientist or engineer to serve as mentor to the student team for
the Course Project (the “Sponsor Mentor”). The Sponsor Mentor, identified in Appendix A, shall meet
with the student team at least once each month to review the work of the team and to help guide the
Course Project.
2.3 Occasionally, additional expenses not covered by the fixed Fee, may be required to complete the
Course Project. Such expenses include but are not limited to: out-of-town travel by University students at
the request of Sponsor, additional direct project expenses not covered by the fixed Fee, and other
extraordinary expenses. It is preferred that such expenses are incurred by Sponsor on behalf of the
University at Sponsor’s discretion; however in exceptional circumstances, Sponsor or Sponsor Mentor
may prefer that University incur such additional expenses. In the event that the University is advised to
incur such additional expenses, University shall send Sponsor a written request to approve the expenses,
but Sponsor shall not be obligated to approve such request. Any expenses above the fixed Fee will only
be reimbursed to University if Sponsor provides written approval of University’s request. Sponsor
understands that any approved additional expenses, purchased by University, shall include an Overhead
Cost calculated at 7% of the additional expenses.
Article 3 — Term
3.1
This Agreement is effective as of September 1, 2015 and shall terminate following the completion
of the Academic Courses and Course Projects on June 30, 2016, provided that if Sponsor desires to
continue to support the Academic Courses, this Agreement may be extended on an annual basis to
incorporate the new Course Project and annual Fee by the mutual written agreement of the parties.
Article 4 — Reporting Requirements and Deliverables
4.1
The University and the students working on the Course Project will provide the Sponsor Mentor
with reports on the progress of the Course Project (“Reports”) in accordance with the following schedule:



Final oral presentation each semester;
Final written report each semester including design details.
Final project poster presented at the spring design symposium.
All such Reports when delivered to Sponsor shall be the sole Deliverables under this Agreement unless
otherwise mutually agreed upon by the parties in a written modification to this Agreement.
Article 5 — Equipment and Other Property
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5.1
Unless otherwise approved in writing by University, all equipment or other property purchased
by University during the term of this Agreement shall become the property of University upon acquisition.
Article 6 – Intellectual Property
6.1
Definitions:
“Intellectual Property” includes: a) inventions conceived in enough detail to be made and used
by others skilled in the art and without undue experimentation (“Inventions”), and b) original
works of authorship fixed in a tangible medium of expression (“Works”).
“New Intellectual Property” shall mean all Intellectual Property conceived or first reduced to
practice or made during the performance of this Agreement by the student(s) working on the
Course Project.
6.2 Intellectual Property is owned by the inventors and authors who created it, as determined by United
States patent and copyright law. Students at the University are entitled to own and use Intellectual
Property and New Intellectual Property they develop as part of an academic course. Students will retain
these rights in the sponsored Academic Course/s.
Before permitting a student to work on a Course Project, University shall obtain from each student
participating in the Course Project an agreement to grant the University a non-exclusive license to make,
use, import, offer to sell and sell the Intellectual Property and the New Intellectual developed as part of
the Course Project with a right for the University to sublicense the Intellectual Property or New Intellectual
Property to the Sponsor. The agreement between the University and the Student will be in the form of
the Acknowledgement of Student Obligations to Course Project attached as Appendix B (“Student
Acknowledgement”). The University agrees to grant and hereby grants to the Sponsor a non-exclusive,
worldwide, unlimited, irrevocable, paid-up, royalty-free sublicense to make, sell, offer for sale, use,
execute, reproduce, display, perform, distribute (internally or externally) copies of, and prepare derivative
works, of the Intellectual Property and the New Intellectual Property.
Upon written request by Sponsor, University shall provide a copy of each student’s signed Student
Acknowledgement.
6.3
Each party agrees to notify the other of New Intellectual Property disclosures it receives from
students participating in the Course Projects.
6.4
Nothing contained in this Agreement shall be construed as one party granting to the other party
an actual or implied license or a license by estoppel, to any Intellectual Property of the other party except
as expressly provided in this Agreement.
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Article 7 — Public Disclosure and Confidentiality
7.1
Sponsor acknowledges that University may include Sponsor’s name in informational brochures
related to Academic Courses.
7.2
“Proprietary Information” shall mean all information provided by one party to the other and
clearly identified by conspicuous legend as proprietary or confidential by the transmitting party at the
time of disclosure. The sponsor shall not provide Proprietary Information to the students or faculty as
part of the Courses. No Proprietary Information shall be produced by the teams during the course of
the project.
7.3
“Restricted Information” shall mean all information subject to U.S. export control laws and
regulations specifically including, but not limited to, the requirements of the Arms Export Control Act, 22
U.S.C. 2751-2794, including the International Traffic in Arms Regulation (ITAR), 22 C.F.R. 120 et seq.; and
the Export Administration Act, 50 U.S.C. app. 240l-2420, including the Export Administration Regulations,
15 C.F.R. 730-77. The sponsor shall not provide Restricted Information to the students or faculty as part
of the Courses. No Restricted Information shall be produced by the teams during the course of the
project.
Article 8 — Implementation of the Subcontract through a Purchase Order
This Agreement is governed entirely by the terms and conditions herein. Terms and conditions which may
be set forth (front, reverse, attached or incorporated) in any purchase order issued by Sponsor in
connection with this Agreement shall not apply, except for informational billing purposes; i.e., reference
to purchase order number, address for submission of invoices, or other invoicing items of a similar
informational nature.
Article 9 — Notices
9.1
All notification required by this Agreement shall be executed in writing by the parties hereto and
shall be directed to the following individuals:
For University:
For Sponsor:
James Uhes
Assistant Director, Contracts
Office of Contracts and Grants
University of Colorado Boulder
3100 Marine Street
UCB 572, Room 481
University of Colorado
Boulder, CO 80309-0572
James.Uhes@colorado.edu
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With a copy to:
With a copy to:
Denitta Ward
Deputy Director
Office of Contracts and Grants
University of Colorado Boulder
3100 Marine Street
UCB 572, Room 445
Boulder, CO 80309-0572
ocgdir@colorado.edu
Legal notice under this Agreement given by either party to the other may be transmitted via email or in
writing through the U.S. Postal Service.
Article 10 – General
10.1 Each party agrees to be responsible for the negligent acts or omissions of its officers, agents or
employees. It is specifically understood and agreed that nothing contained in this Agreement shall be
construed as an express or implied waiver by University of its governmental immunity or of the sovereign
immunity of the State of Colorado, as an express or implied acceptance by University of liabilities arising
as a result of actions which lie in tort or could lie in tort in excess of the liabilities allowable under the
Colorado Governmental Immunity Act, C.R.S. 24-10-101 et seq., as a pledge of the full faith and credit of
the State of Colorado, or as an assumption by the University of a debt, contract or liability of the Sponsor
in violation of Article X1, Section 1 of the Constitution of Colorado.
10.2 THE RESULTS OF THE WORK PERFORMED BY STUDENTS UNDER A COURSE PROJECT ARE
PROVIDED “AS IS.” THE UNIVERSITY MAKES NO REPRESENTATION OR WARRANTY AS TO ACCURACY,
COMPLETENESS, MERCHANTABILITY, OR FITNESS FOR ANY PURPOSE OR CONDITION INCLUDING
FREEDOM FROM ANY PATENT, COPYRIGHT, OR OTHER INTELLECTUAL PROPERTY INFRINGEMENT WITH
RESPECT TO THE WORK RESULTS, WHETHER WRITTEN OR ORAL, STATUTORY, EXPRESSED OR IMPLIED.
10.3 Each party agrees to comply with all applicable laws and regulations in the performance of Course
Project. This Agreement shall be interpreted and the rights of the parties determined under the laws of
the State of Colorado.
10.4 Each Party agrees to be responsible for its own compliance to applicable United States laws,
regulations or orders including those related to the export or re-export of technical data, technology,
equipment and/or software.
10.5 The terms of this Agreement may be amended at any time by the mutual written consent of the
parties.
10.6 Notwithstanding anything herein to the contrary, Articles 5, 6, 7, 8 and 10 shall be perpetual and
survive the term of this Agreement.
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IN WITNESS WHEREOF, the parties hereto have signed this Agreement as of the day and year
written below.
SPONSOR
THE REGENTS OF THE UNIVERSITY OF COLORADO
By: _________________________ /Date: _________
By:
_______________________
/ Date: ________
Name:
Title:
James Uhes
Assistant Director, Contracts
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APPENDIX A
CU-BOULDER AEROSPACE ENGINEERING SCIENCES
SENIOR DESIGN STUDENT PROJECT AGREEMENT
PROJECT DESCRIPTION
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APPENDIX B
CU-BOULDER AEROSPACE ENGINEERING SCIENCES
SENIOR DESIGN STUDENT PROJECT AGREEMENT
ACKNOWLEDGEMENT OF STUDENT OBLIGATIONS TO COURSE PROJECT SPONSOR
(COURSE ________________ and COURSE ____________________)
I, ______________________[PRINT NAME], Student, having enrolled in the University of
Colorado Boulder’s ___________ or ________________ academic course (the “Academic Course/s”),
acknowledge that I will be permitted to work on a related industry-sponsored Senior Design Project
(“Course Project”) only upon accepting certain responsibilities related to the sponsor’s access to results
and deliverables of the Course Project.
By signing below, Student acknowledges and agrees to the following:
ACKNOWLEDGEMENT
Student wishes to participate in the Academic Course/s at University under the direction of the
University’s Academic Course Professor, _____________ (“Course Director”), the purpose of which is to
provide Student with experience applying skills and knowledge in the field of ________________ to a
technical problem in the field.
PRINT COMPANY NAME:
(hereinafter “Sponsor”) has entered into an
agreement with University, titled Aerospace Engineering Sciences Senior Design Student Project
Agreement, (the “Project Agreement”) for providing financial and mentoring support for students
enrolled in the Academic Course to work on a particular technical problem described as follows:
PRINT PROJECT NAME:
(hereinafter “Course Project”).
While enrolled in the Course, Student wishes to devote his/her efforts to working on the Course Project.
Students working on the Course Project may expect to receive the following educational benefits:
1. Student will have the opportunity to work on a real industry project.
2. Student will have the opportunity to interact and learn from industry experts who are
mentors for the Project.
3. Student will have the opportunity to work with state of the art tools located at industry sites
and/or within the Department of Aerospace Engineering Sciences.
4. As a result of interactions with industry sponsors, Student may obtain opportunities for
professional advancement or employment.
In return for such educational, experiential, and other benefits of participating in the Course Project, the
Student agrees that the University and the Sponsor are entitled to use without restriction the Intellectual
Property or New Intellectual Property that arise from Student’s work on the Course Project (“Intellectual
Property” and “New Intellectual Property” have the meanings assigned below).
1. Intellectual Property Definitions
a. “Intellectual Property” includes: a) inventions conceived in enough detail to be made and
used by others skilled in the art and without undue experimentation (“Inventions”), and
b) original works of authorship fixed in a tangible medium of expression (“Works”).
b. “New Intellectual Property” shall mean all Intellectual Property conceived or first
reduced to practice or made during the performance of this Agreement by the student(s)
working on the Course Project.
2. Student Rights and Obligations Regarding Intellectual Property
a. Intellectual Property is owned by the inventors and authors who created it, as determined
by United States patent and copyright law. Students retain this right during this Course
Project.
b. Student agrees to disclose promptly to the University and Sponsor the full details of any
and all ideas, processes, recipes, trademarks and service marks, works, inventions,
discoveries, marketing and business ideas, and improvements or enhancements to any of
the foregoing whether or not patentable, that Student conceives, develops or creates
alone or with the aid of others in connection with Student’s work on the Course Project
(“New Intellectual Property”).
c. Student agrees to grant and hereby does grant the University a non-exclusive license to
make, use, import, offer to sell and sell the Intellectual Property and the New Intellectual
developed as part of the Course Project with a right for the University to sublicense the
Intellectual Property or New Intellectual Property to the Sponsor on non-exclusive,
worldwide, unlimited, irrevocable, paid-up, and royalty-free basis.
I have read and accepted the intellectual property terms and
responsibilities stated in Section 2 above.
____________________ (Student initials)
3. No Consulting or Employment Contract. This Agreement is not a consulting or employment
contract and by execution hereof the parties do not intend to create a consulting or employment
contract.
Acknowledged and Agreed to by:
Student:
Signature: _________________________________________
Print Name: _______________________________________
Dated: ____________________________________________