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MEMORANDUM OF AGREEMENT
This agreement is entered into this (Day, Month & Year) by and between (Name and
Complete Address of Sponsor) (hereinafter referred to as 'Sponsor') and Kansas State
University, 2 Fairchild Hall, Manhattan, KS, 66506-1103 (hereinafter referred to as the
'University').?Work will be performed at Kansas State University in the Department of
(Dept. Name).
Whereas, the project contemplated by this Agreement is of mutual interest and
benefit to University and to Sponsor and will further instructional and research project
objectives of University in a manner consistent with its status as a non-profit, tax-exempt
educational institution.
Now, therefore, the parties hereto agree as follows:
OF WORK.?
The University agrees to use its best efforts to perform the project as described in
Appendix A hereof.
INVESTIGATOR/PROJECT DIRECTOR.?
The project will be directed by (PI/PD Name).?If, for any reason, (s)he is unable to
continue to serve as principal investigator/project director and a mutually acceptable
successor is not available, University and/or Sponsor shall have the option to terminate
said program in accordance with Clause 15 - TERMINATION.
OF PERFORMANCE.?
The project shall be conducted during the period of (Start Date and End Date) and
will be subject to renewal only by mutual agreement of the parties.
COSTS AND PAYMENT.?
In consideration of the foregoing, Sponsor will pay University for costs incurred in
the performance of the project, without an itemized accounting. Payment shall not exceed
the total estimated cost of (Enter Amount).?Sponsor shall make payment (within thirty
(30) days of the receipt of an invoice from University)or (shall pay $___________upon
the full execution of this agreement and $__________ on or about [date]).
.?
Brief progress reports of the project will be made periodically by University to
Sponsor and a final report will be rendered on completion of the project.?During the term
of this Agreement, representatives of University will consult and/or meet with
representatives of Sponsor to discuss progress and results, as well as on going plans of
the project and University will provide project information to Sponsor as reasonably
requested.
.?
The University will provide the utilities and office, laboratory and field space
needed for the project.
.?
All equipment detailed in the project budget and purchased from this fund shall be
the property of the University.
.?
Sponsor will not use the name of University, nor of any member of University's
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project staff, in any publicity, advertising, or news release without the prior written
approval of an authorized representative of University.?University will not use the name
of Sponsor, nor any employee of Sponsor, in any publicity, advertising, or news release
without the prior written approval of Sponsor.
.?
University represents that it has adequate liability insurance, such protection being
applicable to officers, employees, and agents while acting within the scope of their
employment by University.?The University has no liability insurance policy as such that
can extend protection to any other person.
INTELLECTUAL PROPERTY.?
“Background Intellectual Property” means property and the legal right therein of
either or both parties developed before or independent of this Agreement including
inventions, patent applications, patents, copyrights, trademarks, mask works, trade secrets
and any information embodying proprietary data such as technical data and computer
software.
Both parties agree to provide the Background Intellectual Property necessary to complete
the objectives of the project.?Both parties shall retain all rights to their respective
Background Intellectual Property provided for this purpose.?Neither party shall assume
any rights in the other party’s Background Intellectual Property provided for this project
other than the right to use said Background Intellectual Property to achieve the objectives
of this project.
INTELLECTUAL PROPERTY.?
“Project Intellectual Property” means the legal rights relating to inventions
(including Subject Inventions as defined in 37 CFR 401), patent applications, patents,
copyrights, trademarks, mask works, trade secrets and any other legally protectable
information, including computer software, first made or generated during the
performance of this Agreement.
Ownership of Project Intellectual Property shall vest in the party whose personnel
conceived the subject matter and diligently pursued reducing the subject matter to
practice, and such party may perfect legal protection therein in its own name and at its
own expense.?Jointly made or generated Project Intellectual Property shall be jointly
owned by the Parties unless otherwise agreed in Parties agree to disclose to
each other, in writing, each and every Invention which may be patentable or otherwise
protectable under the United States Patent laws in Title 35, United States
Parties acknowledge that they will disclose Inventions to each other and the awarding
agency within two (2) months after their respective inventor(s) first disclose the invention
in writing to the person(s) responsible for patent matters of the disclosing party.?All
written disclosures of such Inventions shall contain sufficient detail of the invention,
identification of any statutory bars, and shall be marked confidential, in accordance with
35 . 205.
Sponsor shall receive the first option to negotiate for a license to commercialize the
Project Intellectual Property of University, subject to any rights of the Government
therein.?Sponsor is hereby granted an exclusive option to negotiate the terms for a license
to Project Intellectual Property of University, for an initial option period of three (3)
months after such invention has been reported to Sponsor.?
The terms of subsequent licensing agreements for University owned and/or Jointly owned
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Intellectual Property will be negotiated in good faith and by mutual agreement by the
Parties to this Agreement.
?
During the term of this Agreement, and for a period of five (5) years thereafter, each
party will maintain in confidence all confidential Background Intellectual Property and
Project Intellectual Property of a party, as well as all other Confidential Information of a
party disclosed by that party to the other in connection with this Project.?Neither party
will use, disclose or grant use of such Confidential Information except as required to
perform under this Agreement.?Each party will use at least the same standard of care as it
uses to protect its own Confidential Information to insure that students, interns,
employees, agents and consultants do not disclose or make any unauthorized use of such
Confidential Information.?Any student, intern, employee, agent or consultant of the
receiving party must be notified of the restrictions on the use of the disclosing party’s
Confidential Information and must agree with those restrictions before being allowed
access to the Confidential Information.?Each party will promptly notify the other upon
discovery of any unauthorized use or disclosure of the Confidential Information.
Either party may publish its results from this project.?However, the publishing party
will provide the other party a thirty (30) day period in which to review proposed
publications, identify proprietary or confidential information, and submit comments.?The
publishing party will not publish or otherwise disclose proprietary or confidential
information in accordance with the procedures described in this article and the publishing
party will give full consideration to all comments before publication.?Furthermore, upon
request of the reviewing party, publication will be deferred for up to sixty (60) additional
days for preparation and filing of a Patent application which the reviewing party has the
right to file or to have filed at its request by the publishing party.
.?
Any agreement to change the terms of this Agreement in any way shall be valid
when the change is made in writing and approved by authorized representatives of the
parties hereto.
.?
Designated representatives for the parties are:
Sponsor:University:
If TechnicalNamePrincipal Investigator's Name
AddressKansas State University
TelephoneAddress
Manhattan, KS______
_________
If ContractualNamePaul R. Lowe
AddressKansas State University
Telephone2 Fairchild Hall
Manhattan, KS_____
_________
.?
Performance under this Agreement may be terminated by Sponsor upon a thirty day
advance, written notice.?In the event of early termination of this Agreement by Sponsor,
Sponsor shall pay all costs accrued by University as of the date of the notice of
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termination, including non-cancelable obligations, which shall include all non-cancelable
contracts and fellowships or postdoctoral associate appointments called for in Appendix
A.?In addition, Sponsor will pay all other reasonable costs incurred by the University
during the time period between the notification date and the termination date, which are
necessary to terminate the project.?Any obligation of sponsor for fellowships or
postdoctoral associates shall end no later than the end of University's academic year
following termination.?Reimbursement for incurred costs and obligations will not exceed
the total estimated project cost as shown in Clause 4.
Performance may be terminated by University upon a thirty day advance, written notice if
circumstances beyond its control preclude continuation of the project.?
IN WITNESS WHEREOF, the parties have caused these presents to be executed in
duplicate as of the day and year first written above.
SPONSOR:KANSAS STATE UNIVERSITY:
_____________________________________
By: Paul R. Lowe
Title: Assistant Vice Provost for Research
