Seafloor Electromagnetic Methods Consortium
RESEARCH AGREEMENT NUMBER XXX
between
THE REGENTS OF THE UNIVERSITY OF CALIFORNIA
and
XXX
This Agreement is made by and between XXX, ("Sponsor") with offices at XXX and The Regents of the
University of California, a California Corporation having its principal office at 1111 Franklin Street, Fifth Floor,
Oakland, CA 94612-3550, on behalf of Scripps Institution of Oceanography at the University of California, San
Diego campus ("University") located at 9500 Gilman Drive, La Jolla, California 92093-0210 USA.
WITNESSETH
WHEREAS, University and Sponsor have in common the desire to encourage and facilitate the discovery,
dissemination and application of new knowledge, and
WHEREAS, University is equipped and well qualified to perform research in the subject matter of this
agreement as described elsewhere herein, and
WHEREAS, Sponsor desires to support said research,
NOW, THEREFORE, in consideration of the foregoing and the mutual promises and covenants contained
herein, the parties hereto agree as follows:
ARTICLE I. STATEMENT OF THE WORK
University shall perform research in accordance with its proposal entitled "Seafloor Electromagnetic Methods
Consortium" which is attached hereto and incorporated herein as Exhibit A (UCSD 2009-XXX).
ARTICLE II. PERIOD OF PERFORMANCE
The period of performance of this agreement shall be from XX, 2008 through XX, 2011 unless sooner
terminated or extended as elsewhere provided herein.
ARTICLE III. COST AND PAYMENT
Sponsor agrees to pay $45,000 over three years in support of the research; an annual payment of $15,000
will be made. Upon execution of this Agreement, the Sponsor will be invoiced for $15,000. Thirty (30) days
prior to the anniversary date University will invoice Sponsor for the next year's payment. Sponsor will make
payment to the Regents of the University of California upon receipt of the invoice.
University will submit invoices to:
Payment shall be made to "The Regents of the University of California" and sent to the following:
The Regents of the University of California
Office of Post Award Financial Services
ATTN: Tanya Reese
University of California, San Diego
9500 Gilman Drive
La Jolla, CA 92093-0954
or shall be made by wire transfer to:
SELECT ONE
DOMESTIC ENTITY:
Receiving Bank Name: Bank of America, NA
Account number:
1233-0-18188
Routing (ABA) number for ACH transactions: 121000358
Account name:
Regents of the University of California, UCSD
ACH preferred format: CTX
Type of Account:
Checking
Address:
Bank of America
P.O. Box 37025
San Francisco, CA 94137, USA
FOREIGN ENTITY:
Receiving Bank Name: Bank of America, NA
Account number:
1233-0-18188
Routing (ABA) number for foreign wire transfers: 0260-0959-3
Account name:
Regents of the University of California, UCSD Depository
CHIPS Address:
0959
SWIFT Address:
BOAUSN
Type of Account:
Checking
Addendum information to be included:
Principal Investigator’s name: Steven Constable/Kerry Key
Invoice Number being paid
Exact amount of incoming funds
B.
If, at any time, University has reason to believe that the total cost of the work will exceed the amount
set forth in Paragraph A above, University shall notify Sponsor in writing, giving a revised budget for
completion of the work. Sponsor shall not be obligated to reimburse University for any cost in excess of the
amount set forth in Paragraph A and University shall not be obligated to continue the work or incur costs in
excess of that amount unless and until this agreement is amended to increase the maximum amount.
C.
The balance of any funds remaining at the end of any Project year can be carried over to subsequent
years during the period of the Agreement to support the Project. Sponsor payments become the property of
UC San Diego.
D.
Sponsor shall have sixty (60) days from the completion of the Project to request that University
provide a report of expenditures shown by major cost categories.
ARTICLE IV. CONTROL OF THE WORK
A.
University's relationship to Sponsor in the performance of the work of this agreement is that of an
independent contractor. The work shall be under the supervision of University's principal investigators,
Steven Constable and Kerry Key who are considered essential to the work being performed and no
substitution may be made without the prior written concurrence of Sponsor.
B.
University agrees to permit Sponsor's representatives to confer, from time to time, with University's
principal investigator and to witness performance of the work hereunder. It is understood and agreed that
Sponsor's representatives have no authority to supervise, direct or control and that in all respects the carrying
out of the work shall be under University's supervision and control.
ARTICLE V.
CONFIDENTIALITY
It is contemplated that the work of this agreement can be carried out without Sponsor disclosing any of its
confidential information to University. However, should it become necessary for Sponsor to disclose
confidential information to University, Sponsor shall notify University in advance of such disclosure and the
parties will negotiate in good faith with respect to protecting such confidential information provided by
Sponsor.
ARTICLE VI. RIGHTS IN DATA
University shall have the right to copyright, publish, disclose, disseminate and use, in whole and in part, any
data, information and computer software developed under this Agreement. Sponsor shall have the right to
disclose, publish and use the technical reports, data and information delivered hereunder to Sponsor by
University. Sponsor shall also have the right to use, for its own internal operational purposes only,
experimental computer software delivered to Sponsor by University.
ARTICLE VII. USE OF NAME/PUBLICITY
The parties agree that neither will use the name of the other party or its employees in any advertisement,
press release or publicity with reference to this agreement or any product or service resulting from this
agreement, without prior written approval of the other party.
ARTICLE VIII. PATENT RIGHTS
A.
All rights to inventions or discoveries made by University arising from research conducted under this
agreement shall belong to University and shall be disposed of in accordance with University's policy. In
consideration of Sponsor's support of this research, and to the extent that University has a right to grant such
license, Sponsor shall have a right to obtain a non-exclusive, royalty-bearing license to any patentable
invention or discovery conceived and first actually reduced to practice during the course of the research
project. This right shall be in effect for the thirty (30) day period set forth below in Paragraph B. Said license
shall contain reasonable terms and shall require diligent performance by Sponsor for the timely commercial
development and early marketing of such inventions or discoveries. Notwithstanding any other provision of
this agreement, the right of publication on the part of University's personnel shall not be affected by any
license to any patentable or non-patentable inventions or discoveries.
B.
University shall promptly disclose to Sponsor in writing and marked "Confidential" any inventions or
discoveries arising under this agreement, and Sponsor shall advise University in writing within thirty (30) days
of disclosure to Sponsor whether or not it wishes to secure from University a non-exclusive royalty-bearing
license to use such invention or discovery. If Sponsor elects not to secure such license, rights to the
inventions or discoveries disclosed hereunder shall be disposed of in accordance with University's policies
which include the option of granting an exclusive license to another to use such inventions or discoveries with
no further obligation to Sponsor.
C.
Nothing contained in this Agreement shall be deemed to grant either directly or by implication,
estoppel, or otherwise any license under any patents, patent applications or other proprietary interests of any
other invention, discovery or improvement of either party.
ARTICLE IX. SUPPLIES AND EQUIPMENT
In the event that University purchases supplies or equipment hereunder, title to such supplies and equipment
shall vest in University upon acquisition.
ARTICLE X. INDEMNIFICATION
A.
University shall defend, indemnify and hold Sponsor, its officers, employees and agents harmless
from and against any and all liability, loss, expense (including reasonable attorneys' fees), or claims for injury
or damages arising out of the performance of this agreement but only in proportion to and to the extent such
liability, loss, expense, attorneys' fees, or claims for injury or damages are caused by or result from the
negligent or intentional acts or omissions of University, its officers, agents, or employees.
B.
Sponsor shall defend, indemnify and hold University, its officers, employees and agents harmless
from and against any and all liability, loss, expense (including reasonable attorneys' fees), or claims for injury
or damages arising out of the performance of this agreement but only in proportion to and to the extent such
liability, loss, expense, attorneys' fees, or claims for injury or damages are caused by or result from the
negligent or intentional acts or omissions of Sponsor, its officers, agents, or employees.
ARTICLE XI. RELATIONSHIP OF PARTIES
Nothing contained in this agreement shall be deemed or construed by the parties or by any third person to
create the relationship of principal and agent, or of partnership or of joint venture between the participants,
nor shall this agreement be construed, except as expressly provided, to authorize any participant to act as
agent for or to bind or obligate any other participant.
ARTICLE XII. NOTICES
Whenever any notice is to be given hereunder, it shall be in writing and sent to the following addresses:
University:
(courier
delivery)
The Regents of the University of California
Scripps Institution of Oceanography, UC San Diego
Attention: Nancy Wilson, Office of Contract and Grant Administration
Scripps Administration Building, room 116
8622 Discovery Way,
La Jolla, California 92037
Sponsor:
ARTICLE XIII. TERMINATION
Either party may terminate this agreement upon thirty (30) days advance written notice to the other party. In
the event of such termination, University shall refund Sponsor's share of any unexpended and unobligated
funds after withholding amounts necessary to discharge non-cancelable obligations.
ARTICLE XIV. GOVERNING LAW
It is mutually agreed and understood by the parties hereto that the laws, statutes, rules, court decisions and
the customs prevailing in the State of California shall control and prevail in all matters affecting this
agreement.
ARTICLE XV. INTEGRATION
This agreement states the entire contract between the parties in respect to the subject matter of the
agreement and supersedes any previous written or oral representations, statements, negotiations, or
agreements. This agreement may be modified only by written amendment executed by the authorized
representatives of both parties.
IN WITNESS WHEREOF, the parties hereto have caused this agreement to be executed by their duly
authorized representatives.
("Sponsor")
THE REGENTS OF THE
UNIVERSITY OF CALIFORNIA
("University")
By:
By:
Name:
Title:
Name: Nancy A.F. Wilson
Title: Manager, OCGA, SIO, UCSD
Date:
Date:
10/6/08