Common use of Research Management Clause in Contracts

Research Management. A. The research under each Project will be supervised by the Principal Investigator(s) identified in such Project. No substitution of any such Principal Investigator(s) will be made without the prior written consent of CERES. B. Each Party acknowledges and agrees that the Projects are research in nature and hence the achievement of the deliverables and/or milestones specified in the Projects cannot be guaranteed. Neither Party guarantees any particular outcome or specific yield arising from any Project. C. Each Party will require any and all of its employees and researchers who will perform Program activities to sign a statement stating that they have read and understand the obligations of AGRILIFE under Article VI and Article XI. AGRILIFE affirms that, as per The Texas A&M University System Policy 17.01, Subsection 2.2.1, intellectual property conceived or developed with support from TAMUS or any of its members in the form of administered funds shall be owned by TAMUS, and that the funding received from CERES will constitute such administered funds under such policy. D. Except in the case of permitted subcontracting as provided in Article III.H, below, each Party will conduct Program activities exclusively in laboratories, greenhouses or fields under full control of or owned by that Party. Each Party will take all reasonable precautions to prevent damage to or third party access to any information related to, or unintentional destruction of or release of, any germplasm created in the Program. E. Each Party will strictly comply, and use its commercially reasonable efforts to cause its employees and researchers conducting Program activities to comply, with notebook and breeding book keeping policies of the highest standards as applicable in the field. Each Party will record and keep all field evaluation, composition and marker data in user-friendly and secure electronic database format with limited access. F. Each Party shall be responsible for its compliance, and will comply, with all applicable laws, rules and regulations, including, without limitation, those relating to genetically modified organisms (to the extent the Program involves such organisms), and will obtain any and all permits or authorizations or proceed to any notifications which may be required by such laws, rules and regulations. When contributing sorghum germplasm for Program activities, the contributing Party will verify what the origin of the material is and inform the other Party in writing from whom/where and approximately on what date such Party initially obtained such germplasm. If the germplasm contributed is governed by the Convention on Biological Diversity (“CBD”) or the International Treaty on Plant Genetic Resources for Food and Agriculture (“ITPGRFA”), the contributing Party will be responsible for obtaining all necessary authorizations to commercialize any such genetic material and the results arising from the use of such genetic material, as applicable under the CBD and/or ITPGRFA, under financial terms and conditions defined by the applicable authorizing body under the CBD or ITPGRFA, as applicable, and neither Party will use any germplasm in the Program for which the preceding condition is not satisfied. Further, each Party shall only contribute germplasm to the Program for which such Party has breeding rights with the right to commercialize the progeny. G. Any subcontracting of Program activities to a third party by AGRILIFE will be subject to CERES’ prior written approval which will not be unreasonably withheld. CERES may subcontract any Program activities to any third party.