between
Advanced Reinforcing Technologies, Inc. and Cornell University
OSP# 35866
THIS AGREEMENT is entered into by and between Advanced Reinforcing Technologies,
Inc. (hereinafter referred to as the "Sponsor") and Cornell University, a
non-profit, educational institution having corporate powers under the laws of
the State of New York (hereinafter referred to as the "University").
WITNESSETH:
WHEREAS, the effort contemplated by this Agreement is of mutual interest and
benefit to the University and to the Sponsor, will further instructional and/or
research objectives of the University in a manner consistent with its status as
a non-profit, tax-exempt, educational institution, and may derive benefits for
both the Sponsor and the University through inventions, improvements, and/or
discoveries;
NOW THEREFORE, in consideration of the premises and mutual covenants herein
contained, the parties hereto agree to the following:
1. Definitions.
1.1. "Project" shall mean the work funded under this Agreement as
described in Exhibit A hereof.
1.2. "Intellectual Property" shall mean individually and collectively
all inventions, improvements and/or discoveries, including
deliverable software, if any, which are conceived and first
reduced to practice in the performance of the Project.
1.3. "Sponsor Intellectual Property" shall mean Intellectual Property
conceived and first reduced to practice solely by one or more
employees of the Sponsor.
1.4. "University Intellectual Property" shall mean Intellectual
Property conceived and first reduced to practice solely by one or
more employees of the University.
1.5. "Jointly Owned Intellectual Property" shall mean Intellectual
Property conceived and first reduced to practice jointly by one
or more employees of the University and by one or more employees
of the Sponsor.
2. Work. The University agrees to use reasonable efforts to perform the
Project.
3. Key Personnel. The following individuals are identified as key personnel
for the performance of the Project:
▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇, Principal Investigator
Agreement No.35866 1/4/99
If for any reason the Principal Investigator or any other key personnel
become unable to continue the Project the University and Sponsor shall
attempt to agree upon a successor. If the parties are unable to agree upon
a successor, this Agreement shall be terminated in accordance with Article
11., Termination for Convenience.
4. Period of Performance. The period of performance of this Agreement will be
April 1, 1999 through March 31, 2000.
5. Reports and Conferences.
5.1. The University (▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇) shall furnish the Sponsor
quarterly progress reports during the term of this Agreement
summarizing the work conducted. A final report setting forth the
accomplishments and significant findings shall be submitted by
the University within thirty (30) days of the expiration of this
Agreement.
5.2. During the term of this Agreement, representatives of the
University may meet with representatives of the Sponsor at times
and places mutually agreed upon to discuss the progress and
results, as well as ongoing plans, or changes therein, of the
Project.
6. Costs and Payments.
6.1. It is agreed to and understood by the parties that the University
shall be reimbursed for all costs incurred in connection with the
Project up to the amount of $30,000 (the "Project Cost") as
established by the budget in Exhibit A which is incorporated
herein. It is estimated that the amount designated as the Project
Cost is sufficient to support Project expenses.
6.2. The Sponsor shall not be liable for any payment in excess of the
Project Cost unless this Agreement is modified in writing. Within
ninety (90) days after the termination of this Agreement the
University shall submit a final financial report setting forth
costs incurred. The report shall be accompanied by a check in the
amount, if any, of the excess of funds advanced over costs
incurred.
6.3. All checks shall be made payable to Cornell University and sent
to the address specified in Article 19, Notices. Payment shall be
made by the Sponsor according to the following schedule:
$18,000 within 120 days of signing this Agreement
$6,000 October 1, 1999 (within 7 days of receipt of
quarterly report)
$3,000 January 1, 2000 (within 7 days of receipt of
quarterly report)
$3,000 April 1,2000
7. Equipment. Title to any equipment purchased or manufactured in the
performance of the Project shall vest in the University.
8. Use of Name. Neither party shall make use of this Agreement, or use the
name of the other party, nor that of any member of the other's staff, in
any publicity, advertising, or news
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Agreement No. 35866 1/4/99
release without the prior written approval of the other party. This shall
not include internal documents available to the public that identify the
existence of this agreement.
9. Publications.
9.1. The Sponsor recognizes that under University policy, the
University shall have the right, at its discretion, to release
information or to publish any material resulting from the
Project. The University shall furnish the Sponsor with a copy of
any proposed publication thirty (30) days in advance of the
proposed publication date. The Sponsor may request the University
to delay release of such proposed publication for a maximum of an
additional thirty (30) days in order to protect Intellectual
Property, or Confidential or Proprietary Data described therein.
Such delay shall not be imposed on the filing of any student
thesis or dissertation.
9.2. The Sponsor will be given full credit and acknowledgment for the
support provided to the University in any publication resulting
from the Project.
10. Intellectual Property.
10.1. All rights and title to University Intellectual Property shall
vest in the University.
10.2. All rights and title to Sponsor Intellectual Property shall vest
in the Sponsor.
10.3. All rights and title to Jointly Owned Intellectual Property shall
vest jointly in the University and in the Sponsor.
10.4. University and Sponsor shall promptly provide a complete written
disclosure to each other of any Intellectual Property. The
Sponsor shall, upon reviewing the disclosure, determine whether
to request the University to file and prosecute any patent
application, domestic or foreign, or application for other
protection directed to University Intellectual Property or to
Jointly Owned Intellectual Property described in such disclosure.
The Sponsor shall bear all costs incurred in connection with such
preparation, filing, prosecution, and maintenance of U.S. and
foreign applications. The Sponsor shall cooperate with the
University to assure that such applications will cover, to the
best of the Sponsor's knowledge, all items of commercial interest
and importance. While the University shall be responsible for
making decisions regarding scope and content of applications to
be filed and prosecuted, the Sponsor shall be given an
opportunity to review and provide input thereto. The University
shall keep the Sponsor advised as to all developments with
respect to such applications and shall promptly supply to the
Sponsor copies of all papers received and filed in connection
with the prosecution thereof in sufficient time for the Sponsor
to comment.
10.5. An agency of the U.S. Government, another sponsor or an
individual may have certain rights in Intellectual Property. The
University will use reasonable efforts to obtain rights from
third parties in order to make available to the Sponsor any
rights as this Agreement contemplates, provided that the Sponsor
shall reimburse the
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Agreement No.35866 1/4/99
University for all reasonable expenses incurred in obtaining such
rights, including payment of any expenses to acquire rights or
licenses.
10.6. If the Sponsor requests a license in University Intellectual
Property or Jointly Owned Intellectual Property within thirty
(30) days of receipt of the invention report, the University will
negotiate in good faith a license agreement. The Sponsor will
have a three month right of first refusal to negotiate a License
Agreement on any intellectual property that is developed as a
result of this .
10.7. Should Sponsor not elect to pay for protection of University
Intellectual Property or Jointly Owned Intellectual Property,
Sponsor shall have no further rights in such Intellectual
Property.
11. Termination for Convenience. This Agreement may be terminated at any time
by either party giving the other party at least sixty (60) days written
notice of termination. In the event of termination by the Sponsor, the
University will be reimbursed for all expenses and non-cancelable
commitments incurred in accordance with the terms of this Agreement prior
to the date of the termination notice. In no event shall the liability of
the Sponsor exceed the Project Cost.
12. Independent Contractor.
12.1. In the performance of the Project the University shall be deemed
to be and shall be an independent contractor and, as such, the
University shall not be entitled to any benefits applicable to
employees of the Sponsor.
12.2. Neither party is authorized or empowered to act as an agent for
the other for any purpose and shall not on behalf of the other
enter into any contract, warranty, or representation as to any
matter. Neither shall be bound by the acts or conduct of the
other.
13. Insurance.
13.1. The University warrants and represents that the University has
adequate liability insurance, such protection being applicable to
officers, employees, and agents while acting within the scope of
their employment by the University, and that the University has
no liability protection for any other person.
13.2. Each party hereby assumes any and all risks of personal injury
and property damage attributable to the negligent acts of that
party and the officers, employees, and agents thereof.
14. Force Majeure. The University shall not be liable for any failure to
perform as required by this Agreement to the extent such failure to
perform is reasonably beyond the University's control, or by reason of any
of the following: labor disturbances or labor disputes of any kind,
accidents, failure of any governmental approval required for full
performance, civil
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Agreement No.35866 1/4/99
disorders or commotions, acts of aggression, floods, earthquakes, acts of
God, energy or other conservation measures, explosion, failure of
utilities, mechanical breakdowns, material shortages, disease or other
such occurrences.
15. Governing Law. This Agreement shall be governed and construed in
accordance with the laws of the State of Florida.
16. Assignment. This Agreement shall not be assigned by either party without
the prior written consent of the other party.
17. Agreement Modification. Any agreement to change the terms of this
Agreement in any way shall be valid only if the change is made in writing
and approved by mutual agreement of authorized representatives of the
parties hereto.
18. Notices. Notices, invoices, communications, and payments hereunder shall
be deemed made if given by registered or certified envelope, postage
prepaid and addressed to the party to receive such notice, invoice, or
communication at the address given below or such other address as may
hereafter be designated by notice in writing.
If to the Sponsor:
Contractual: ▇▇. ▇▇▇▇▇▇▇
Advanced Reinforcing Technologies, Inc
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇, ▇▇▇. ▇▇▇▇▇
Phone: (▇▇▇)▇▇▇-▇▇▇▇
Fax: (▇▇▇)▇▇▇-▇▇▇▇
Technical: ▇▇. ▇▇▇▇▇▇▇
Advanced Reinforcing Technologies, Inc
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇, ▇▇▇. ▇▇▇▇▇
Phone: (▇▇▇)▇▇▇-▇▇▇▇
Fax: (▇▇▇)▇▇▇-▇▇▇▇
If to the University:
Contractual: ▇▇▇▇▇▇ ▇▇▇▇▇
Grant and Contract Officer
Office of Sponsored Programs
▇▇▇ ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Phone: (▇▇▇)▇▇▇-▇▇▇▇
Fax: (▇▇▇)▇▇▇-▇▇▇▇
▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇
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Agreement No.35866
1/4/99
Payments: Cornell University
Sponsored Funds Accounting
▇.▇. ▇▇▇ ▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Technical: ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇
Dept. of Theoretical & Applied Mechanics
Cornell University
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇
Phone: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇)▇▇▇-▇▇▇▇
19. Indemnification. The Sponsor hereby agrees to indemnify, defend, and hold
harmless the University from any loss, claim, damage or liability of any
kind including attorney's fees and court costs involving an employee or
equipment of the Sponsor arising out of or in connection with this
Agreement, except to the extent that such loss, claim, damage or liability
arises in whole or in part from the negligence of the University.
This Agreement is the complete agreement of the Sponsor and Cornell and
supersedes all prior understandings regarding the Project.
IN WITNESS WHEREOF, the parties have caused these presents to be executed in
duplicate on the dates indicated below.
CORNELL UNIVERSITY ADVANCED REINFORCING
TECHNOLOGIES, INC
--------------------------- ------------------------------------
▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ & Contract Officer
Office of Sponsored Programs
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Date Date
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