SAMPLE
MICROSYSTEMS TECHNOLOGY LABORATORIES
Massachusetts Institute of Technology
Fabrication Facilities Access (FFA) Program Agreement
This Fabrication Facilities Access Program (FFA Program) is a COMPANY Agreement
(Agreement) between Massachusetts Institute of Technology (MIT) and COMPANY Inc.
(COMPANY), governing COMPANY's participation in the MIT Microsystems
Technology Laboratories (MTL)’s Fabrication Facilities Access (FFA) Program.
(1) FFA Program Fees. COMPANY agrees to pay MIT an annual fee of $25,000, for its
membership in the FFA Program. Membership includes the right to appoint one
Process Engineer, who is not an MIT student or employee, to use the MTL
fabrication facilities during the term of FFA Program membership. COMPANY may
appoint additional Process Engineers for a fee of $25,000 per additional appointment
per membership year (prorated for the time remaining in the membership year).
There will be no charge to replace an appointed Process Engineer with another
individual designated by COMPANY during a membership year. Terms and
conditions for the participation of the Process Engineer are included below. The
COMPANY is limited to a maximum of six (6) Process Engineers. In addition to the
annual fee, COMPANY shall pay on a monthly basis the user fees for use of the
facilities as described below.
(2) Term. The term of this Agreement is one (1) year, subject to renewal for additional
one-year periods upon approval by MIT and payment by COMPANY of the annual
membership fee.
(3) Participation in non-FFA Programs. This Agreement relates to COMPANY
participation in the FFA Program. In the event that COMPANY desires that MIT
perform contracted research on its behalf or COMPANY desires to use non-FFA
facilities, both parties agree that they will enter into a separate written agreement
and MIT policies governing industrially sponsored research will apply.
(4) COMPANY FFA Program Liaison. COMPANY agrees to designate one employee
(who need not also be the Process Engineer) to serve as a liaison to MIT. The
purpose of the liaison is to provide MIT with a contact through whom the benefits
and obligations of this Agreement will be furnished to and from COMPANY.
Sam Crooks
106732713
(Contact Sam, Crooks, crooks@mtl.mit.edu, for program documents).
2/13/16
Page Two
FFA Agreement
COMPANY
(5) MTL Facilities/Process Access. MIT agrees to allow COMPANY access to use the
processing facilities of the MTL upon payment of the annual FFA Program Fee.
COMPANY’s use of MTL facilities and processes in a given year will be billed at
twice the rate charged to internal users (calculated in accordance with the MTL’s
standard published rates) that can be found at the following URL:
http://wwwmtl.mit.edu/mtlhome/3Mfab/MTLorient/machinechart.html. Use of
MTL facilities by COMPANY will be subject to the same standards and review as inhouse MIT projects to assure compatibility with existing safety and process
protocols. Review of any request for the use of the MTL facilities will be scheduled
through the MTL Process Technology Committee.
(6) Process Engineer. COMPANY representative(s) utilizing the facilities of the MTL
through the FFA Program serve as Process Engineers who maintain access to MTL
facilities for the term of the Agreement. COMPANY understands that use of MTL
may involve exposure to potentially hazardous conditions including, but not limited
to, chemical, mechanical, electrical, thermal, and radiation hazards. Process
Engineers must be properly trained by MIT in facility procedures, safety, and in
equipment operation. MIT agrees that throughout the term, the Process Engineer
will be provided reasonable access to MTL processing facilities. Access to laboratory
equipment and the working condition of laboratory equipment are not warranted or
guaranteed. The Process Engineer retains ultimate responsibility for the project
progress and development, and MIT does not in any way warrant or assure project
success. The Process Engineer acknowledges that MTL is a community of
professional and student researchers. Courteous, professional and responsible
behavior is expected at all times. Access by Process Engineer and by COMPANY to
MTL processing facilities is a privilege and may be revoked at any time by MIT. The
use of MTL fabrication facilities is limited to research and development. Fabrication
of devices or materials for sale is prohibited. It is not anticipated that the Process
Engineer will participate in MIT research programs during the term of his/her
appointment unless by mutual agreement and written approval of:
a. MTL Director (Professor Martin Schmidt, as of the date hereof)
b. Process Engineer (whose name appears on the signature page)
c. COMPANY TITLE (NAME as of the date hereof)
Sam Crooks
106732713
(Contact Sam, Crooks, crooks@mtl.mit.edu, for program documents).
2/13/16
d. MIT as appropriate
(7) Intellectual Property Rights: While the primary purpose of the FFA Program is not
the generation of inventions, copyrightable material, computer software,
semiconductor mask works, tangible research property and trademarks
(“Intellectual Property”) Intellectual Property may be developed in the course of the
Process Engineer’s activities in the FFA Program. Ownership and other rights
associated with the development of Intellectual Property at MIT are as follows:
Page Three
FFA Agreement
COMPANY
(a) FFA Program Intellectual Property.
(1)
Intellectual Property developed and/or conceived and reduced to practice
solely by COMPANY in the FFA Program are the property of COMPANY.
For the avoidance of doubt, and without limiting the foregoing,
Intellectual Property developed and/or conceived and reduced to practice
by COMPANY by its Process Engineer utilizing the MTL facilities under
this FFA Program will be the sole property of COMPANY.
(2)
Intellectual Property developed and/or conceived and reduced to practice
solely by MIT are the property of MIT.
(3)
Intellectual Property developed, conceived and/or reduced to practice
jointly by employees of COMPANY and employees of MIT are jointly
owned. MIT will not be required to share patenting costs for joint
inventions where COMPANY wishes to file a patent application in the
joint names of MIT and COMPANY. MIT will file or join with
COMPANY in filing a joint patent application at its sole discretion. In the
event that MIT does not wish to file a patent application for such jointly
owned inventions, COMPANY shall have the right to file a patent
application on its own, at its own expenses, at any time in the names of
MIT and COMPANY.
(4)
COMPANY recognizes the interest of the MTL in ensuring that MIT
faculty, students and staff, and other users of the MTL, will continue to
have the benefit of MTL proprietary processes and that COMPANY will,
itself, benefit from such processes, and therefore agrees that in the event of
a COMPANY-owned Intellectual property developed utilizing MTL
facilities that would prevent MIT from utilizing MIT owned Intellectual
Sam Crooks
106732713
(Contact Sam, Crooks, crooks@mtl.mit.edu, for program documents).
2/13/16
Property MIT shall have a royalty-free, nonexclusive, non-sublicensable
right to continue to use MIT owned Intellectual Property In addition,
COMPANY agrees that MIT shall have a royalty-free, non-exclusive, nonsublicensable right to use improvements to existing MIT owned
Intellectual Property which is developed by COMPANY while utilizing
the MTL facilities.
Page Four
FFA Agreement
COMPANY
(b) Intellectual Property Developed in MIT Facilities Other Than Under the FFA
Program or Using MIT Administered Funds in the FFA Program
(1)
Intellectual Property, developed and/or conceived and reduced to
practice by the Process Engineer of COMPANY in MIT Facilities Other
Than Under the FFA Program and the use of the MTL facilities or by
Using MIT Administered Funds in the FFA Program is the sole property
of MIT. MIT Administered Funds are all MIT Funds other than FFA
Program Fees as defined at Section 1 above.
(2)
Process Engineer and COMPANY agree to maintain and deliver to MIT
adequate written research records, execute all necessary papers and
otherwise provide proper assistance, promptly upon M.I.T.’s request and
at M.I.T.'s expense, during and subsequent to the period of my M.I.T.
affiliation, to enable M.I.T. to obtain, maintain, or enforce for itself or its
nominees, patents, copyrights or other legal protection for such
Intellectual Property.
(8) Indemnity. COMPANY shall indemnify, release and hold harmless MIT, its
trustees, officers, employees and students from any and all loss, costs, damage, and
expense of whatever nature or kind which may arise from COMPANY use of the
MTL (ordinary wear and tear excepted), including but not limited to property
damage, and personal injury or death other than damages and liabilities arising out
of MIT’s, employees and students gross negligence., COMPANY shall maintain
Sam Crooks
106732713
(Contact Sam, Crooks, crooks@mtl.mit.edu, for program documents).
2/13/16
casualty and liability insurance in amounts that will cover all of the COMPANY’s
activities at MIT and the MTL.
(9) No Partnership or Agency and Independent Contractors. COMPANY and MIT
agree to that they are separate legal entities in accordance with their own respective
policies and practices, and nothing in this Agreement shall be construed as creating
any agency, joint venture or partnership between COMPANY and MIT. MIT and
COMPANY acknowledge that the rights described herein are made for the mutual
convenience of both parties after arms-length negotiations taking into account each
party’s own interests, policies and practices. The relationship of COMPANY and
MIT is that of independent contractors. Neither MIT or COMPANY has the right to
enter into any contract or to incur any debt or to assume any obligation on behalf of,
or binding to, the other.
10. Third Party Beneficiaries. There are no third party beneficiaries to this Consortium
Agreement.
Page Five
FFA Agreement
COMPANY
11. Entire Agreement. This Agreement constitutes the entire agreement and
understanding of the parties hereto with respect to COMPANY’ membership in the
FFA program and supercedes all prior agreements, understandings, programs and
policies.
Effective as of:
xxxxxxxxxxxxxxxxxx
Date
Massachusetts Institute of Technology
COMPANY
__________________
¨
Patrick Fitzgerald
Date
Director
Office of Sponsored Programs
xxxxxxxxxxxxxxxxxxx
NAME
Title
Sam Crooks
106732713
(Contact Sam, Crooks, crooks@mtl.mit.edu, for program documents).
2/13/16
Date
E19-719a
Acknowledged and agreed to:
Process Engineer:
xxxxxxxxxxxxxxxxxxxxxxxxxxxx
NAME
Date
Names of additional Process Engineers of COMPANY, if any, are to be appended to this
document.
Sam Crooks
106732713
(Contact Sam, Crooks, crooks@mtl.mit.edu, for program documents).
2/13/16