SPONSORED RESEARCH SERVICES AGREEMENT
This Sponsored Research Services Agreement (“Agreement”) is between the University of
Georgia Research Foundation, Inc., a Georgia non-profit corporation with principal offices in
Athens, Georgia (“UGARF”), and XXXXX, a corporation organized under the laws of
[state/country] with principal offices at XXXXXX (“Sponsor”).
UGARF and Sponsor desire to enter into an agreement whereby Sponsor will fund research to be
performed at the University of Georgia (“UGA”). UGA is governed by the Board of Regents of the
University System of Georgia (“Regents”). UGARF has the authority to contract for the
performance of research services that UGARF will subcontract to UGA. UGARF is the owner of
certain intellectual property by UGA employees and students. Now, therefore, in consideration
of the mutual obligations herein, the parties agree as follows:
1.
Research. Under UGARF’s to UGA, UGA will conduct the work entitled XXXXXX described
in Appendix A (“Research Services”). UGARF will conduct Research Services, through its
subcontractor UGA, according to the professional standards customary among U.S. research
universities.
2.
Principal Investigator. XXX is the “Principal Investigator” who will direct performance of
Research Services. If for any reasons the Principal Investigator becomes unavailable to complete
Research Services, UGARF shall notify Sponsor.
3.
Contract Period. This Agreement is effective as of the date last signed below and will end
on either ________ or upon completion of Research Services, whichever occurs first. This
Agreement may terminate early by mutual consent or pursuant to the terms of Section 12 herein.
4.
Cost of Research. Sponsor shall pay UGARF the fixed sum of $[amount] to conduct
Research Services, which UGARF shall receive as follows: $[amount] on the Effective Date, and
the balance in installments of $[amounts and dates]. Overdue payments will bear interest from
the date due until paid at 12% per annum. Sponsor shall pay UGARF via wire transfer as follows:
University of Georgia Research Foundation, Inc.
c/o Athens First Bank & Trust Company
P.O. Box 1747
Athens, GA 30603
(706) 357-7120
Routing # 2 6 1 1 7 0 9 3 1
Checking account # 0154207955
5.
Use of Names. Sponsor shall not state or imply in any manner and in any media that
Sponsor’s products or services have been tested, approved, or endorsed by Regents, UGA, or
UGARF. Sponsor may use the names and marks of Regents, UGA, or UGARF truthfully and solely
to identify the source of Research Services. Regents, UGA, and UGARF shall not use Sponsor’s
name or marks without prior permission except as may be necessary to identify Sponsor as a
funding source.
6.
Publication. UGA and Principal Investigator may publish the data and results of Research
Services. UGARF will give Sponsor an opportunity to review any proposed publication thirty (30)
days prior to submission or presentation. During that time, Sponsor may request that the
Principal Investigator delete any reference to Sponsor’s Confidential Information (see Section 7).
Sponsor may delay presentation or publication by up to thirty (30) additional days if necessary to
allow for filing of applications for Sponsor Intellectual Property (see Section 10). The right of
review Sponsor has under this Section shall terminate twelve (12) months from completion of the
Research Services. UGA and Principal Investigator may catalog and place reports of Research
Services in the UGA libraries so as to ensure that such results are available to the interested
public.
7.
Confidentiality. “Confidential Information” means all information embodied in oral,
written, electronic, biological, chemical, or other tangible form, which is disclosed or provided to
one party to this Agreement (“Recipient”) by the other party (“Provider”), and is marked by the
Provider as confidential. During the term and for a period of three years thereafter, the Recipient
of Confidential Information shall not disclose or provide any such Confidential information to any
third party without prior written consent of the Provider. The Parties will not disclose to each
other any Confidential Information except as may be necessary to fulfill their obligations under
this Agreement. Notwithstanding the foregoing, UGARF cannot guarantee the confidentiality or
protection of messages transmitted by email. The Recipient shall have no obligations with
respect to any portion of Provider’s Confidential Information that:
a.
is or later becomes available to the public by use, publication, or the like, through
no fault of the Recipient;
b.
the Recipient obtains from a third party who had the legal right to disclose it to the
Recipient;
c.
the Recipient already possesses, as evidenced by written records pre-dating
receipt from the Provider;
d.
the Recipient independently develops without reference to Confidential
Information of the Provider; or
e.
is required to be disclosed by law, as under the Georgia Open Records Act.
8.
Intellectual Property. Sponsor will retain ownership of any propriety material transferred
to UGARF hereunder, plus all derivatives, progeny, improvements, clones, and modifications
thereof that are at least partially based upon or incorporate any element of the original material,
and Sponsor shall also own any intellectual property furnished by Sponsor to UGARF under this
Agreement (all collectively, “Sponsor Intellectual Property”). UGARF will retain ownership of all
processes, intellectual property, know-how, technical information, methodologies, and
inventions that are used or developed by UGA in the performance of Research Services but do
not relate uniquely to the Sponsor’s proprietary material or to Sponsor Confidential Information.
It is recognized and understood that the existing inventions, technologies, intellectual property
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SPONSOR’S NAME
PI’S NAME
rights, and know-how of Sponsor and of UGARF (“Background Intellectual Property”) are their
separate property, respectively, and are not affected by this Agreement, and neither Party shall
have any claims to or rights in any such Background Intellectual Property of the other Party. No
rights or obligations of any kind other than those expressly recited herein are granted to either
Party or implied by this Agreement.
9.
DISCLAIMER OF WARRANTIES. RESEARCH SERVICES WILL BE CONDUCTED IN UNIVERSITY
FACILITIES, ARE EXPERIMENTAL IN NATURE, AND ARE PROVIDED “AS IS.” UGARF AND UGA MAKE
NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SAFETY, UTILITY,
VALUE, PERFORMANCE, MARKETABILITY, OR FITNESS FOR ANY PARTICULAR PURPOSE OF THE
RESEARCH SERVICES, WORK PRODUCT THEREOF, OR OF ANY INTELLECTUAL PROPERTY, OR THAT
SUCH DO NOT INFRINGE ANY THIRD PARTY PROPERTY RIGHTS.
10.
Indemnification. Sponsor shall at all times indemnify, defend, and hold UGARF, Regents,
and UGA, and their respective regents, directors, officers, employees, students, and affiliates,
harmless against all claims and expenses, including legal expenses and attorneys’ fees, arising out
of the death of or injury to any person or persons, or out of any damage to property and against
any other claim, proceeding, demand, expense, judgment, and liability of any kind whatsoever
resulting from the design, use, offer to sell, sale, or consumption of Research Services or the
results, data, or intellectual property related thereto.
11.
Insurance. Sponsor shall obtain and carry general liability insurance in an amount no less
than $1 million per occurrence that provides coverage to UGARF and UGA for Sponsor’s liabilities
described in herein. During the Contract Period, Sponsor shall give UGARF 30 days’ prior written
notice of cancellation of the policy.
12.
Termination.
a.
At Will. This Agreement may be terminated by any Party upon 90 days’ prior
written notice.
b.
For Cause. This Agreement automatically will terminate if Sponsor: (i) fails to
make any payment within the time specified herein, and fails to make full payment
including interest within 30 days after written notice by UGARF; or (ii) breaches any other
term of this Agreement and fails to cure such breach within 60 days after written notice
by UGARF.
13. Effects of Termination.
a.
Payment. Upon termination for any reason, Sponsor shall pay UGARF, within 30
days of receipt of invoice, for all sums due and owing up to and including the effective
date of termination, and all non-cancelable obligations made before receipt of notice of
termination, even though such obligations may extend beyond the termination date.
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SPONSOR’S NAME
PI’S NAME
b.
Rights and Obligations Extinguished. Upon termination of this Agreement under
Paragraph 12b, UGARF’s obligations to conduct Research Services, complete deliverables
and reports, and disclose any intellectual property are terminated.
c.
Confidential Information. Upon termination, each Party shall return to the other
or destroy all Confidential Information of the other Party in its possession or control.
14.
Integration. This Agreement and its attachments embody the entire understanding of the
Parties with respect to the matters herein, and supersede all previous communications, either
oral or written. This Agreement may be amended only by mutual written agreement.
15.
Independent Contractor. UGARF’s relationship to Sponsor is that of independent
contractor and not agent, joint venturer, or partner.
16.
Governing law. This Agreement is to be governed by and construed under Georgia law
without regard to its conflict of law rules.
17.
Survival. Articles 5, 6, 7, 8, 9, 10, 11, 18 and 19 shall survive termination of this
Agreement.
18.
Export Controls. Research Services and related deliverables, reports, and intellectual
property may be subject to U.S. export laws. Sponsor shall be solely responsible for Sponsor’s
required compliance with such laws. UGARF makes no representations that an export license
may not be required in order for Sponsor to utilize Research Services or related deliverables,
reports, and/or intellectual property, or, if required, that such an export license will issue.
19.
Severability. All rights and duties herein are binding only to the extent that they do not
violate any laws, and are intended to be limited to the extent necessary so as not to render this
Agreement illegal, invalid, or unenforceable. If any term of this Agreement is held to be illegal,
invalid, or unenforceable by a court of law, the remaining provisions will constitute the
agreement of the parties to the extent the material intent of the parties continues to be
effectuated. To the extent legally permissible, any illegal, invalid, or unenforceable term of this
Agreement will be replaced by a valid term that implements the Parties’ intent.
20.
Force Majeure. Delays in, or failure of, performance of any Party will not constitute
default, or trigger any claim for damages, if and to the extent such damages are caused by
occurrences beyond the control of the Party affected, including, but not limited to, acts of God,
strikes, work stoppages, civil disturbances, fires, floods, explosions, riots, war, rebellion,
sabotage, government acts, or failure of governmental authority to issue necessary licenses or
approvals.
21.
Notices. All notices under this Agreement must be sent by commercial carrier, verifiable
email, or certified U.S. mail addressed to the Official Notice Agent identified in Appendix B, or to
such other persons and addresses as may be designated by written notice.
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SPONSOR’S NAME
PI’S NAME
IN WITNESS whereof, the Parties have executed this Agreement as of the day and year noted
below.
University of Georgia
Research Foundation, Inc.
Signature
[sponsor legal name]
Date
Signature
Printed Name:
Printed Name:
Title:
For Dr. David Lee, Executive Vice President
Title:
5
Date
SPONSOR’S NAME
PI’S NAME
APPENDIX A – RESEARCH
Project Title
Summary of work
Schedule, time, and tasks
Reports and other deliverables
Role of Sponsor in conducting or contributing to Research, if applicable
APPENDIX B – CONTACT INFORMATION
This Appendix B identifies the “Official Notice Agent” for each party and UGARF’s “Financial
Contact,” to whom Sponsor shall direct payments made to UGARF under this Agreement. In
addition, and for the convenience of the Parties, this Appendix B also identifies the Principal
Investigator and Sponsor’s Project Director and Financial Contact.
UGARF
SPONSOR
Official Notice Agent
Official Notice Agent
Name:
Name:
Address:
Telephone:
Fax:
Email:
Angela Steltzer
Sponsored Projects Administration
310 East Campus Road
Tucker Hall; Rm 304
Athens, GA 30602-1589
706-542-8014
706-542-5946
asteltzer@uga.edu
Address:
Telephone:
Fax:
Email:
Principal Investigator
Project Director
Name:
Address:
Name:
Address:
Telephone:
Fax:
Email:
Telephone:
Fax:
Email:
Financial Contact
Financial Contact
Name:
Name:
Address:
Telephone:
Fax:
Email:
Allison Davis
310 East Campus Road
Tucker Hall Room 219
Athens, GA 30602-7016
(706) 227-7223
(706) 227-7222
cgadmin@uga.edu
Address:
Telephone:
Fax:
Email: