Commissioned Research Agreement
The commissioned party, Tokyo University of Agriculture and Technology (hereinafter referred to as "TUAT") and the
commissioning party OOOOO (hereinafter referred to as "Party B" (insert name of party)) hereby form this
Commissioned Research Agreement (hereinafter referred to as "this Agreement") according to the following terms and
conditions.
Article 1 Definition of Terms
1. In these Regulations, the following terms take their meanings as defined below.
1) "Research Results" means any technical result including any invention, device, design, copyright (limited to
copyright associated with a program and database) or Know-How etc. created by a Research Facilitator or Research
Collaborator of TUAT or a Research Collaborator of Party B as prescribed in Article 5 of this Agreement.
2) "Intellectual Property Rights" means:
a) Patent rights as prescribed in the Patent Act (Act No. 125 of 1959), utility model rights as prescribed in the Utility
Model Act (Act No. 123 of 1959), design rights as prescribed in the Design Act (Act No. 125 of 1959), layout-design
exploitation rights as prescribed in the Act on the Circuit Layout of Semiconductor Integrated Circuits (Act No. 43 of
1985), breeder's rights as prescribed in the Plant Variety Protection and Seed Act (Act No. 83 of 1998) and any rights
equivalent to the foregoing operating in a foreign jurisdiction.
b) The right to receive a patent pursuant to the Patent Act, the right to receive registration of a utility model pursuant to
the Utility Model Act, the right to receive registration of the establishment of layout-design exploitation rights pursuant
to Article 3 (1) of the Act on the Circuit Layout of Semiconductor Integrated Circuits, the capacity to receive
registration of a plant variety pursuant to Article 3 of the Plant Variety Protection and Seed Act, and any rights
equivalent to these operating in a foreign jurisdiction.
c) Copyright in a program work or database work as prescribed in the Copyright Act (Act No. 48 of 1970) (hereinafter
referred to as "Program Works etc."), and any rights equivalent to these operating in a foreign jurisdiction.
d) That which is specifically designated through consultations between the parties hereto being technical information
capable of concealment and that moreover has proprietary value (hereinafter referred to as "Know-How").
2. In this Agreement, "Invention etc." means, when the subject of patent rights, an invention, when the subject of utility
model rights, a device, when the subject of copyright of design rights, circuit layout-design exploitation rights and
Program Works etc., a creation, when the subject of breeder's rights, a breed, and when the subject of Know-How, a
developed concept.
3. In this Agreement, "Work" of Intellectual Property Rights means an act as prescribed in Article 2 (3) of the Patent Act,
an act as prescribed in Article 2 (3) of the Utility Model Act, an act as prescribed in Article 2 (3) of the Design Act, an
act as prescribed in Article 2 (3) of the Act on the Circuit Layout of Semiconductor Integrated Circuits, an act as
prescribed in Article 2 (5) of the Plant Variety Protection and Seed Act, and an act and the usage of Know-How as
prescribed in Article 2 (1) (ix)-4, (xv) and (xix) of the Copyright Act.
4. In this Agreement, "Exclusive Registered Right to Work etc." refers to the following:
1) An exclusive registered right to work as prescribed in the Patent Act, an exclusive registered right to work as
prescribed in the Utility Model Act, or an exclusive registered right to work as prescribed in the Design Act
2) An exclusive exploitation right as prescribed in the Act on the Circuit Layout of Semiconductor Integrated Circuits
3) An exclusive exploitation right as prescribed in the Plant Variety Protection and Seed Act
4) A right to exclusively work something that is the subject of a right as prescribed in Article 1, 2) b).
5) A right to exclusively exercise any works associated with copyright of a Program Works etc.
6) A right to exclusively work Know-How associated with a right as prescribed in Article 1, 2) d).
5. In this Agreement, "Research Facilitator" means a person working for TUAT undertaking the commissioned research
corresponding to that as prescribed in the following article and in Article 5, 2. Further "Research Collaborator" means a
person who collaborates on the commissioned research other than a person as listed in the following article and Article
5, 2).
Article 2 Topics etc. of Commissioned Research
1. TUAT shall perform the following commissioned research on commission from Party B (hereinafter referred to as the
"Commissioned Research").
(1) Research topic OOOOOOO
(2) Research purpose and content
OOOOOOO
(3) Research facilitator
OOOOOOO
(4) Research expenditures
¥
(including consumption tax of ¥
)
(including direct expenditures of ¥
)
(including indirect expenditures of ¥
)
(5) Research term From date of formation of the agreement through MMDDYY
(6) Submitted articles
2. Party B consents to TUAT posting (1) and (5) above on their homepage (hereinafter meaning "ReaD&Researchmap"
and "TUAT Researcher Database") from the year following the year of performance of the Commissioned Research,
provided that if there are circumstances concerning such posting that create difficulties, Party B shall notify TUAT of
the fact in writing within 30 days from the date following the date of completion of the Commissioned Research.
Article 3 Reporting Research Results
TUAT shall submit a Research Results report to Party B within 30 days from the date following the date of completion
of the Commissioned Research.
Article 4 Designation of Know-How etc.
1. TUAT shall designate parts from among Research Results as reported in a report pursuant to the preceding article
which in their judgment raise concerns of being potentially detrimental to Know-How or future expected benefits
(hereinafter referred to as "Know-How etc.").
2. The designation of Know-How etc. shall specify a period during which the Know-How etc. should be concealed.
3. The period during which the Know-How etc. should be concealed pursuant to the preceding section should be
determined through consultations between the parties hereto and in principle should run for a period of five (5) years
calculated from the date following the date of completion of the Commissioned Research, provided that if it becomes
necessary after the designation is made, the period may be extended or truncated after consultations between the parties.
Article 5 Performance of Research
1. TUAT shall perform the Commissioned Research at their own responsibility and may not seek compensation from
Party B for any loss they sustain from such performance, provided that in the case that TUAT sustains loss caused by a
defect in submitted articles from Party B, Party B shall compensate TUAT for such loss.
2. In the case that TUAT wishes to facilitate participation of a person working for TUAT as a new Research Facilitator
of the Commissioned Research, they shall provide advance written notification thereof to the other party.
Article 6 Sub Delegation
TUAT may not facilitate the assignment by any third party of any of their rights or obligations based on this Agreement
through sub delegation etc. of the Commissioned Research without obtaining prior written consent from Party B.
Article 7 Payment of Research Expenditures
1. Party B shall pay research expenditures pursuant to Article 2 in conformance with the invoice issued by TUAT within
30 days from the date of issuance of the invoice.
2. If Party B fails to pay research expenditures pursuant to the preceding section within the prescribed term for payment,
they shall pay lateness penalties in an amount calculated as a five (5) % annual ratio of the unpaid amount calculated in
respect of the number of days running from the date following expiration of the payment term until the date payment is
made.
Article 8 Accounting
TUAT shall perform the accounting for research expenditures pursuant to the preceding article, provided that Party B
may ask TUAT to allow them to peruse the accounting documents associated with this Agreement, in which case TUAT
shall comply with Party B's request.
Article 9 Vestment of Ownership Rights in Equipment etc. Acquired with Research Expenditures
Ownership rights to equipment etc. acquired through research expenditures shall vest in TUAT.
Article 10 Delivery etc. of Submitted Articles
1. TUAT shall receive submitted articles pursuant to Article 2 (6) from Party B free of charge and shall use them for the
Commissioned Research. From the time at which TUAT completes the installation of submitted articles received from
Party B until the time at which operations associated with the return of the submitted articles commence, TUAT shall
keep the submitted articles under their management to the standard of care of a competent manager.
2. Expenditures incurred for the delivery and installation of submitted articles shall be paid by Party B.
3. Party B shall comply with TUAT's rules and regulations in their management of submitted articles brought into any
facility of TUAT pursuant to section 1 of this article.
Article 11 Cessation of Commissioned Research and Extension of Term
In the event of a natural calamity or other unavoidable reason the parties hereto may through mutual consultations,
cease performance of the Commissioned Research or extend the research term.
Article 12 Return of Submitted Articles
When the Commissioned Research is completed or ceased, TUAT shall return submitted articles provided pursuant to
Article 2 to Party B in the condition they are in at the point in time at which the research is completed or ceased. Here,
expenditures incurred for dismantling and transportation of the submitted articles shall be paid by Party B.
Article 13 Refunding Research Expenditures
In the event that when, pursuant to the provisions of Article 11 or Article 12 the Commissioned Research is completed
or ceased, or the term of performance is extended, there are amounts from among research expenditures paid pursuant
to Article 7 section 1 that are not required, Party B may request a refund of such amounts from TUAT, in which case
TUAT shall comply with Party B's refund request.
Article 14 Measures in the Event of Insufficient Funds for Research Expenditures
In the event that TUAT has concerns that research expenditures paid may be insufficient, TUAT shall immediately
notify Party B in writing stating the reasons etc., in which case after consultations between the parties hereto, it shall be
determined whether or not Party B shall be responsible for making up for the insufficiency of funds for research
expenditures.
Article 15 Vestment of Ownership in Research Results
1. TUAT (and in the case in which a Research Collaborator dispatched by Party B has contributed to the invention,
Party B) must promptly notify the other party when an Invention etc. results through the performance of the
Commissioned Research.
2. Except in the following cases, Intellectual Property Rights in an Invention etc. arising through the performance of the
Commissioned Research shall in principle be owned solely by TUAT.
1) Intellectual Property Rights in an Invention etc. made solely by a Research Collaborator of Party B based on
Intellectual Property Rights owned by TUAT shall be shared between TUAT and Party B, provided that Intellectual
Property Rights in an Invention etc. made solely by a Research Collaborator of Party B without recourse to Intellectual
Property Rights owned by TUAT shall be owned solely by Party B.
2) Intellectual Property Rights in an Invention etc. made jointly by a Research Facilitator of TUAT (including TUAT's
Research Collaborators) and a Research Collaborator of Party B shall be shared by TUAT and Party B, their respective
ratios of ownership being determined by consultations between the parties hereto in the light of their respective
contributions. Here, their respective contributions indicates the respective ratio of contribution made by the Research
Facilitator of TUAT and the Research Collaborator of Party B to the creation of the Invention etc.
3) The ownership rights in a tangible object being a research result other than Intellectual Property Rights as prescribed
in section 1 through section 2 2) of this article (hereinafter referred to as "Tangible Object Resulting from Research")
shall in principle be owned independently by TUAT in the case of a Tangible Object Resulting from Research produced
independently by TUAT using TUAT's own facilities etc., and in principle, shall be shared by TUAT and Party B in the
case of something being a Tangible Object Resulting from Research produced by TUAT using submitted articles from
Party B or the case of something being a Tangible Object Resulting from Research produced jointly by TUAT and Party
B when a Research Collaborator of Party B has been dispatched to TUAT, provided that if any dispute arises concerning
the vesting of ownership rights in such Tangible Object Resulting from Research or the matter is prescribed separately
in an agreement etc. with a third-party, the allocation of ownership rights shall be handled as determined after
consultations between the parties hereto.
4) The scope of Tangible Object Resulting from Research in the foregoing items of this section is as prescribed in the
Tokyo University of Agriculture and Technology Regulations on Handling Tangible Objects Resulting from Research
and Development.
3. If a Research Collaborator of Party B in the performance of the Commissioned Research makes an Invention etc.
independently without recourse to TUAT's confidential information etc. and Party B wishes to file an application etc. for
registration of such Invention etc., Party B shall obtain prior written consent from TUAT concerning the fact that they
independently made the Invention etc. and that the intellectual property in the Invention etc. is independently owned by
Party B based on the proviso of section 2 2) of this article.
Article 16 Applications etc. for Registration of Intellectual Property Rights
1. TUAT shall perform the procedures necessary from application for registration of Intellectual Property Rights
through to acquisition of such rights, procedures necessary for maintaining rights granted through such application, and
procedures necessary for registration of copyright for Program Works etc., and shall, promptly after performing such
procedures, notify Party B with copies of the relevant documents attached.
2. Procedures performed by TUAT pursuant to the preceding section shall be performed based on content as agreed to in
advance by consultations between the parties hereto.
Article 17 Transfer etc. of Interests
1. The respective interests in Intellectual Property Rights shared by TUAT and Party B in an Invention etc. resulting
from the Commissioned Research may be transferred only to a party specified through consultations between the parties
hereto, and pursuant to a transfer agreement as prescribed separately. Further, in the case of patent rights that are shared
with the parties hereto, an Exclusive Registered Right to Work etc. can be established only on those designated by
consultations between TUAT and Party B, and pursuant to an agreement for an Exclusive Registered Right to Work etc.
prescribed separately.
2. When TUAT transfers to a party designated by consultations between TUAT and Party B, their right to receive a
patent succeeded to by TUAT or their interest in patent rights that are shared with the parties hereto, or establishes for
such designated party, an Exclusive Registered Right to Work etc., the words "party designated by consultations
between TUAT and Party B" shall be read in place of "TUAT" in Article 18, Article 19 and Article 20.
3. TUAT shall obtain prior written consent from Party B before transferring their interest in patent rights that are shared
with the parties hereto or establishing an exclusive registered right to work to a party other than Party B.
Article 18 Monopoly on Working
1. Except in the cases prescribed following, TUAT may not themselves work Intellectual Property Rights to which they
have succeeded in an Invention etc. arising as a result of the Commissioned Research, excluding instances of copyright,
Know-How and as provided pursuant to the prescriptions of section 2 of this article, (hereinafter referred to as
"Intellectual Property Rights Succeeded to by TUAT"), moreover in the event that TUAT receives notice from Party B
or a party designated by Party B stating that they wish to have a monopoly on working of such Intellectual Property
Rights, TUAT shall authorize Party B or the party designated by Party B to have priority in the working of same for a
period of 10 years from the making of the application etc. for the Intellectual Property Rights.
2. Except in cases prescribed following, TUAT may not themselves work Intellectual Property Rights that are shared as
a result of the Commissioned Research, excluding instances of copyright and Know-How, (hereinafter referred to as
"Shared Intellectual Property Rights"), moreover in the event that TUAT receives notice from a party designated by
Party B stating that they wish to have a monopoly on working of such Intellectual Property Rights, TUAT shall
authorize such designated party to have priority in the working of same for a period of 10 years from commencement of
such priority to work.
3. In the event that TUAT receives a request from Party B or a party designated by Party B to the effect that such party
wishes to renew the period of monopoly working as prescribed in the preceding two sections (hereinafter referred to as
"Monopoly Work Period"), TUAT shall authorize such renewal, in which case the duration of such renewed period shall
be determined by consultations between TUAT and Party B.
Article 19 Authorizing a Third-Party to Work Intellectual Property Rights
1. In the case that Party B or a party designated by Party B fails to work Intellectual Property Rights Succeeded to by
TUAT without good reason during the Monopoly Work Period pursuant to section 1 and section 3 of Article 18 and
from the second year onward, TUAT may, after hearing the opinions of Party B or such party designated by Party B,
authorize work of such Intellectual Property Rights by a party other than Party B or such party designated by Party B
(hereinafter referred to as "Third-Party").
2. The prescriptions of the preceding section apply in the case in which Party B fails to work Shared Intellectual
Property Rights without good reason within two (2) years calculated from the date following the date of completion of
the Commissioned Research, or in the case in which the party designated by Party B fails to work Shared Intellectual
Property Rights without good during the Monopoly Work Period pursuant to section 2 and section 3 of Article 18 and
from the second year onward.
3. Party B may authorize work of Shared Intellectual Property Rights by a Third-Party from the time of application etc.
for registration of same, in which case, except as provided in the preceding two sections, TUAT may not themselves
work Intellectual Property Rights Succeeded to by TUAT or the Shared Intellectual Property Rights shared with Party B,
nor may TUAT authorize work of same by a Third-Party.
Article 20 License Fees
1. If Party B or a party designated by Party B wishes to work Intellectual Property Rights Succeeded to by TUAT, they
shall pay to TUAT license fees as prescribed in a separate license agreement.
2. If Party B or a party designated by Party B wishes to work Shared Intellectual Property Rights of TUAT and Party B,
they shall appropriately recognize that TUAT may not themselves work same and also recognize the contribution to the
invention made by TUAT and researchers of TUAT and shall pay to TUAT license fees as prescribed in a separate
license agreement. If the party designated by Party B wishes to work such Intellectual Property Rights in the case in
which Party B will receive payment of license fees from such designated party, such license fees shall be allocated
between TUAT and Party B in accordance with their respective interests in the Shared Intellectual Property Rights.
3. License fees in the case of facilitating work by a Third-Party of Shared Intellectual Property Rights of TUAT and
Party B shall be allocated between TUAT and Party B in accordance with their respective interests in the Shared
Intellectual Property Rights.
Article 21 Disclosure of Information
Party B shall disclose to TUAT information and knowledge etc. of Party B that relates to the Commissioned Research to
the extent necessary for performance of the Commissioned Research by TUAT.
Article 22 Confidentiality
1. TUAT and Party B may not leak or disclose to any party other than a Research Facilitator as prescribed in Article 2,
any technical, business or other information learned by or disclosed to them from the other party in the course of
performance of the Commissioned Research, moreover, TUAT and Party B shall ensure that such Research Facilitator is
required to uphold a duty of confidentiality with respect to any secrets in information disclosure of which is received
from the other party, this duty remaining in effect even after the Research Facilitator concerned leaves their post,
provided that information corresponding to any of the following is not subject to this duty of confidentiality:
1) information that the receiving party can demonstrate was already in their possession at the time at which they
received disclosure of it or learned it from the disclosing party;
2) information that was already in the public domain at the time the receiving party received disclosure of it or learned it
from the disclosing party;
3) information that entered the public domain through no responsibility of the receiving party, after the receiving party
received disclosure of it or learned it from the disclosing party;
4) content that the receiving party can demonstrate was legitimately obtained from a Third Party with lawful authority
to possess it;
5) information that the receiving party can demonstrate they independently developed or acquired without recourse to
information disclosed to them from the disclosing party; and
6) when the receiving party has received prior written consent for disclosure of the information concerned from the
other party.
2. TUAT and Party B may not use any technical, business or other information learned by or disclosed to them from the
other party hereto for any purpose other than the Commissioned Research, provided that such information may be
disclosed after obtaining prior written consent from the other party.
3. The effective term of nondisclosure pursuant to the preceding two sections shall run from the date of commencement
of the Commissioned Research pursuant to Article 2 until completion of the research, or for a period of five (5) years
from cessation of the research, provided that this term may be extended or truncated through consultations between
TUAT and Party B.
Article 23 Announcement of Research Results
1. TUAT and Party B may, while in compliance with their duty of confidentiality pursuant to Article 22, announce or
disclose Research Results obtained through performance of the Commissioned Research (including in the case in which
the research term extends over multiple years, the Research Results obtained at the end of each year) (hereinafter
referred to as "Research Results Announcement etc.") after six (6) months have elapsed calculated from the date
following completion of the Commissioned Research (including in the case in which the research term extends over
multiple years, calculated from the end of each year), provided that, in the light of the fact that making Research Results
Announcements comprises part of a university's key responsibilities, the timing of the announcement can be brought
forward with the consent of the other party. In the case of Know-How, in all situations, there can be no disclosure
without consent from the other party.
2. When TUAT or Party B wishes to make an announcement pursuant to the preceding section (hereinafter referred to as
"Party Wishing to Announce Research Results") they must issue written notice to the other of the content of such
announcement at least 30 days prior to the intended date of the Research Results Announcement etc., moreover, the
Party Wishing to Announce Research Results may, after obtaining prior written consent from the other party, disclose
that such content was obtained as a result of the Commissioned Research.
3. In the event that the party receiving notice issued pursuant to the preceding section decides they have concerns that
announcement or disclosure of the content in the notice could be detrimental to their future anticipated benefits, they
shall notify the Party Wishing to Announce Research Results in writing within 14 days after receipt of such notice,
providing an such notice amendments to the technical information to be announced or disclosed. The Party Wishing to
Announce Research Results must then hold adequate consultations with the other party and may not make an
announcement including those portions concerning which it was determined that announcement or disclosure could be
detrimental to future anticipated benefits without obtaining the consent from that other party, provided that such consent
may not be withheld without good reason.
4. The period during which notice pursuant to section 2 must be issued is two (2) years calculated from the date
following completion of the Commissioned Research, provided that this period may be extended or truncated after
consultations between the parties.
Article 24 Participation and Collaboration of Research Collaborators
1. In the event that TUAT or Party B believes that performance of the Commissioned Research requires the participation
or collaboration of persons other than the Research Facilitator, they may, after obtaining consent from the other party,
appoint another beside the Research Facilitator to work as a Research Collaborator.
2. In the event that TUAT or Party B, upon acquiring the consent of the other party, adds a Research Collaborator
pursuant to the procedures of the preceding section, they shall ensure such Research Collaborator is required to conform
with the terms and conditions of this Agreement.
Article 25 Termination
1. TUAT may terminate this Agreement if Party B fails to pay the required research expenditures by the due date.
2. If the other party becomes subject to any of the following and has failed to rectify within 30 days after notice to so do,
TUAT or Party B may terminate this Agreement.
1) If the other party commits any unfair or illegal act in relation to their performance of this Agreement.
2) If the other party is in breach of this Agreement.
Article 26 Compensation for Loss
If TUAT or Party B causes the other party to sustain loss either by being subject to the prescriptions of the preceding
article, or due to a malicious or grossly negligent act of themselves, their Research Facilitator or Research Collaborator,
they shall compensate the injured party for such loss.
Article 27 Effective Term
1. The effective term of this Agreement is the term as prescribed in Article 2.
2. After this Agreement becomes ineffective the prescriptions of Article 3 through Article 5, Article 10 through Article
13, Article 15 through Article 23, Article 25, Article 26 and Article 29 shall continue in effect until expiry of the period
prescribed in the article concerned or complete extinguishment of the subject matter of the article concerned.
Article 28 Consultations
If there are any matters not covered in this Agreement and it becomes necessary to prescribe them, TUAT and Party B
shall consult to determine the issues.
Article 29 Court of Jurisdiction
The court having jurisdiction in the event of any legal action arising in connection with this Agreement shall be the
Tokyo District Court, being the court having jurisdiction over the area of residence of TUAT.
IN WITNESS WHEREOF this Agreement is produced in duplicate each party to retain one copy.
MMDDYY
TUAT
Tadashi Matsunaga, President,
Tokyo University of Agriculture and Technology,
3-8-1 Harumi-cho, Fuchu-shi, Tokyo.
Party B