Work for Others Agreement No. ERD-01-2066
Between
UT-BATTELLE, LLC
Operating Under Prime Contract No.DE-ACO5-00OR22725
for the
U. S. Department of Energy
and
Micro Sensor Technologies, Inc.
The obligations of the above-identified DOE Contractor shall apply to any
successor in interest to said Contractor continuing the operation of the DOE
facility involved in this Work for Others Agreement.
Article I. PARTIES TO THE AGREEMENT
The U. S. Department of Energy Contractor, UT-BATTELLE, LLC, (hereinafter
referred to as the "Contractor") has been requested by Micro Sensor
Technologies, Inc (hereinafter referred to as the "Sponsor") to perform the work
set forth in the Statement of Work, attached hereto as Appendix A. It is
understood by the Parties that, except for the intellectual property provisions
of this Agreement, the Contractor is obligated to comply with the terms and
conditions of its M&O contract with the United States Government (hereinafter
called the "Government") represented by the United States Department of Energy
(hereinafter called the "Department" or "DOE") when providing goods, services,
products, processes, materials, or information to the Sponsor under this
Agreement.
Article II. TERM OF THE AGREEMENT
The Contractor estimated period of performance for completion of the Statement
of Work is twelve (12) months. The term of this Agreement shall be effective as
of the latter date of (1) the date on which it is signed by the last of the
Parties thereto, or (2) the date on which it is approved.
Article III. COSTS
A. The Contractor estimated cost for the work to be performed under this
Agreement is $100,000.
B. The Contractor has no obligation to continue or complete performance
of the work at a cost in excess of its estimated cost, including any
subsequent amendment.
C. The Contractor agrees to provide at least 30 days' notice to the
Sponsor if the actual cost to complete performance will exceed its
estimated cost.
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Article IV. FUNDING AND PAYMENT
The Sponsor shall provide sufficient funds in advance to reimburse the
Contractor for costs to be incurred in performance of the work described in this
Agreement, and the Contractor shall have no obligation to perform in the absence
of adequate advance funds. If the estimated period of performance exceeds 90
days or the estimated cost exceeds $25,000, the Sponsor may, with the
Contractor's approval, advance funds incrementally. In such a case, the
Contractor will initially invoice the Sponsor in an amount sufficient to permit
the work to proceed for 90 days and thereafter invoice the Sponsor monthly so as
to maintain approximately a 90-day period that is funded in advance. Payment
shall be made directly to the Contractor. Upon termination or completion, any
excess funds shall be refunded by the Contractor to the Sponsor.
Article V. SOURCE OF FUNDS
The Sponsor hereby warrants and represents that, if the funding it brings to
this Agreement has been secured through other agreements, such other agreements
do not have any terms and conditions (including intellectual property) which
conflict with the terms of this Agreement.
Article VI. PROPERTY
Unless the Parties otherwise agree in writing, all equipment produced or
acquired with funds provided by the Sponsor shall be disposed of as instructed
by the Sponsor at the Sponsor's expense.
Article VII. PUBLICATION MATTERS
The publishing Party shall provide the other Party a 60-day period in which to
review proposed publications, which either disclose technical developments
and/or research findings generated in the course of this agreement, or identify
Proprietary Information (as defined in paragraph A.2 of Article XV) and submit
comments. The publishing Party shall not publish or otherwise disclose
Proprietary Information identified by the other Party, except as provided by
law.
Article VIII. LEGAL NOTICE
The Parties agree that the following legal notice shall be affixed to each
report furnished to the Sponsor under this Agreement and to any report resulting
from this Agreement which may be distributed by the Sponsor: (INSERT NOTICE)
"DISCLAIMER NOTICE
This report was prepared by UT-BATTELLE, LLC, (UT-Battelle) on behalf of
the U. S. Department of Energy (DOE), as an account of work sponsored by
Micro Sensor Technologies, Inc. Neither UT-Battelle, DOE, the U. S.
Government, or any person acting on their behalf: (a) makes any warranty or
representation, express or implied, with respect to the information
contained in this report; or (b) assumes any liabilities with respect to
the use of, or damages resulting from the use of any information contained
in the report"
Article IX. DISCLAIMER
THE GOVERNMENT AND THE CONTRACTOR MAKE NO EXPRESS OR IMPLIED WARRANTY AS TO THE
CONDITIONS OF THE RESEARCH OR ANY INTELLECTUAL PROPERTY, GENERATED INFORMATION,
OR PRODUCT MADE OR DEVELOPED UNDER THIS WORK FOR OTHERS AGREEMENT, OR THE
OWNERSHIP, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE OF THE RESEARCH
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OR RESULTING PRODUCT, THAT THE GOODS, SERVICES, MATERIALS, PRODUCTS, PROCESSES,
INFORMATION, OR DATA TO BE FURNISHED HEREUNDER WILL ACCOMPLISH INTENDED RESULTS
OR ARE SAFE FOR ANY PURPOSE INCLUDING THE INTENDED PURPOSE, OR THAT ANY OF THE
ABOVE WILL NOT INTERFERE WITH PRIVATELY OWNED RIGHTS OF OTHERS. NEITHER THE
GOVERNMENT NOR THE CONTRACTOR SHALL BE LIABLE FOR SPECIAL, CONSEQUENTIAL, OR
INCIDENTAL DAMAGES ATTRIBUTED TO SUCH RESEARCH OR RESULTING PRODUCT,
INTELLECTUAL PROPERTY, GENERATED INFORMATION, OR PRODUCT MADE OR DELIVERED UNDER
THIS WORK FOR OTHERS AGREEMENT.
Article X. GENERAL INDEMNITY
The Sponsor agrees to indemnify and hold harmless the Government, the
Department, the Contractor and persons acting on their behalf from all
liability, including costs and expenses incurred, to any person, including the
Sponsor, for injury to or death of persons or other living things or injury to
or destruction of property arising out of the performance of the Agreement by
the Government, the Department, the Contractor, or persons acting on their
behalf, or arising out of the use of the services performed, materials supplied,
or information given hereunder by any person including the Sponsor, and not
directly resulting from the fault or negligence of the Government, the
Department, the Contractor, or persons acting on their behalf.
Article XI. PRODUCT LIABILITY INDEMNITY
Except for any liability resulting from any negligent acts or omissions of the
Government or the Contractor, the Sponsor agrees to indemnify the Government and
the Contractor for all damages, costs, and expenses, including attorney's fees,
arising from personal injury or property damage occurring as a result of the
making, using, or selling of a product, process, or service by or on behalf of
the Sponsor, its assignees, or licensees, which was derived from the work
performed under this Work for Others Agreement. In respect to this Article,
neither the Government nor the Contractor shall be considered assignees or
licensees of the Sponsor, as a result of reserved Government and Contractor
rights. The indemnity set forth in this paragraph shall apply only if the
Sponsor shall have been informed as soon and as completely as practical by the
Contractor and/or the Government of the action alleging such claim and shall
have been given an opportunity, to the maximum extent afforded by applicable
laws, rules, or regulations, to participate in and control its defense, and the
Contractor and/or Government shall have provided all reasonably available
information and reasonable assistance requested by the Sponsor. No settlement
for which the Sponsor would be responsible shall be made without the Sponsor's
consent unless required by final decree of a court of competent jurisdiction.
Article XII. INTELLECTUAL PROPERTY INDEMNITY - LIMITED
The Sponsor shall indemnify the Government and the Contractor and their
officers, agents, and employees against liability, including costs, for
infringement of any United States patent, copyright, or other intellectual
property arising out of any acts required or directed by the Sponsor to be
performed under this Agreement to the extent such acts are not already performed
at the facility. Such indemnity shall not apply to a claimed infringement which
is settled without the consent of the Sponsor unless required by a court of
competent jurisdiction.
Article XIII. NOTICE AND ASSISTANCE REGARDING PATENT AND COPYRIGHT INFRINGEMENT
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The Sponsor shall report to the Department and the Contractor, promptly and in
reasonable written detail, each claim of patent or copyright infringement based
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on the performance of this Agreement of which the Sponsor has knowledge. The
Sponsor shall furnish to the Department and the Contractor, when requested by
the Department or the Contractor, all evidence and information in the possession
of the Sponsor pertaining to such claim.
Article XIV. PATENT RIGHTS (SHORT) (DEVIATION)
Any invention or discovery that UT-Battelle, LLC's employees may make or
conceive during their assignment to the work under this Agreement, will be
governed by the provisions of Contract No. DE-AC05-00OR22725, provided, however,
in any event, the Sponsor shall retain a nonexclusive, revocable, royalty-free
license in the field of use of detection of unexploded ordnance including bombs,
grenades, shells, rockets and other explosive devices either placed as mines or
fallen as projectiles whether buried or camouflaged. This field of use shall not
include explosives detection for security applications (for example, airport
security) under said invention, discovery, application, or patent. In addition,
Sponsor shall have the option to include any such invention, discovery,
application, or patent into the separate sole commercial patent license
agreement between Sponsor and UT-Battelle, LLC. at no additional licensing fee.
Article XV. RIGHTS IN TECHNICAL DATA - USE OF FACILITY
A. Definitions
1. "Generated Information" means information produced in the
performance of this Agreement.
2. "Proprietary Information" means information which is developed at
private expense, is marked as Proprietary Information, and
embodies (1) trade secrets or (2) commercial or financial
information which is privileged or confidential under the Freedom
of Information Act (5 USC 552 (b)(4)).
3. "Unlimited Rights" means the right to use, disclose, reproduce,
prepare derivative works, distribute copies to the public, and
perform publicly and display publicly, in any manner and for any
purpose, and to have or permit others to do so.
B. The Sponsor agrees to furnish to the Contractor or leave at the
facility that information, if any, which is (1) essential to the
performance of work by the Contractor personnel or (2) necessary for
the health and safety of such personnel in the performance of the work.
Any information furnished to the Contractor shall be deemed to have
been delivered with Unlimited Rights unless marked as Proprietary
Information. The Sponsor agrees that it has the sole responsibility for
appropriately identifying and marking all documents containing
Proprietary Information, whether such documents are furnished by the
Sponsor or produced under this Agreement and made available to the
Sponsor for review.
C. The Sponsor may designate as Proprietary Information any Generated
Information, where such data would embody trade secrets or would
comprise commercial or financial information that is privileged or
confidential if it were obtained from the Sponsor. Such Proprietary
Information will, to the extent permitted by law, be maintained in
confidence and disclosed or used by the Contractor (under suitable
protective conditions) only for the purpose of carrying out the
Contractor's responsibilities under this Agreement. Upon completion
of activities under this Agreement, such Proprietary Information will
be disposed of as requested by the Sponsor. Before the Contractor
releases data associated with this Agreement to anyone, the Sponsor
will be afforded the opportunity to review that data to ascertain
whether it is Proprietary Information and to xxxx it as such.
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D. The Government and Contractor agree to not disclose properly marked
Proprietary Information to anyone other than the Sponsor without
written approval of the Sponsor, except to Government employees who are
subject to the statutory provisions against disclosure of confidential
information set forth in the Trade Secrets Act (18 USC 1905). The
Government and Contractor shall have the right, at reasonable times up
to 3 years after the termination or completion of the Agreement, to
inspect any information designated as Proprietary Information by the
Sponsor, for the purpose of verifying that such information has been
properly identified as Proprietary Information.
E. The Sponsor is solely responsible for the removal of all of its
Proprietary Information from the facility by or before termination of
this Agreement. The Government and Contractor shall have Unlimited
Rights in any information which is not removed from the facility by
termination of this Agreement. The Government and Contractor shall have
Unlimited Rights in any Proprietary Information which is incorporated
into the facility or equipment under this Agreement to such extent that
the facility or equipment is not restored to the condition existing
prior to such incorporation.
F. The Sponsor agrees that the Contractor will provide to the Department
a nonproprietary description of the work performed under this
Agreement.
G. The Government shall have Unlimited Rights in all Generated Information
produced or information provided by the Parties under this Agreement,
except for information which is disclosed in a Subject Invention
disclosure being considered for patent protection, or which is marked
as being Proprietary Information.
H. Copyrights
The Sponsor may assert copyright in any of its Generated Information,
and may also require the Contractor, at the Sponsor's expense, to
register copyright and assign copyright in any Generated Information
produced by the Contractor which the Sponsor wishes to copyright.
Subject to the other provisions of this clause, and to the extent that
copyright is asserted, the Government reserves for itself a
royalty-free, world-wide, irrevocable, non-exclusive license for
Governmental purposes to publish, distribute, translate, duplicate,
exhibit, prepare derivative works, and perform any such data assigned
to the Sponsor.
I. The terms and conditions of this clause shall survive the Agreement,
in the event that the Agreement is terminated before completion of the
Statement of Work.
Article XVI. ASSIGNMENT
Neither this Agreement nor any interest therein or claim thereunder shall be
assigned or transferred by either Party, except as authorized in writing by the
other Party to this Agreement, provided, the Contractor may transfer it to DOE,
or its designee, with notice of such transfer to the Sponsor, and the Contractor
shall have no further responsibilities except for the confidentiality, use,
and/or non-disclosure obligations of this Agreement.
Article XVII. SIMILAR OR IDENTICAL SERVICES
The Government and/or Contractor shall have the right to perform similar or
identical services in the Statement of Work (SOW) for other Sponsors as long as
the Sponsor's Proprietary Information is not utilized.
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Article XVIII. EXPORT CONTROL
Each Party is responsible for its own compliance with laws and regulations
governing export control.
Article XIX. TERMINATION
Performance of work under this Agreement may be terminated at any time by either
Party, without liability, except as provided above, upon giving a 30 day written
notice to the other Party. The Contractor shall terminate this Agreement only
when the Contractor determines, after direction from DOE, that such termination
is in the best interest of the Government, provided however, that the Contractor
shall have the right to terminate if the Sponsor shall have failed to advance
the funds required by Article IV. In the event of termination, the Sponsor shall
be responsible for the Contractor's costs (including closeout costs), through
the effective date of termination, but in no event shall the Sponsor's cost
responsibility exceed the total cost to the Sponsor as described in Article III,
above.
It is agreed that any obligations of the Parties regarding Proprietary
Information or other intellectual property will remain in effect, despite early
termination of the Agreement.
Article XX. ALTERNATE DISPUTE RESOLUTION
Step 1. NEGOTIATION
The Parties shall attempt in good faith to resolve any dispute arising out of or
relating to this Agreement by negotiating between executives and/or officials
who have authority to settle the controversy and who are at a higher level of
management than the persons with direct responsibility for administration of
this contract. Either Party may give the other Party written notice of any
dispute not resolved in the normal course of business. Within 15 days after
delivery of the notice, the receiving Party shall submit to the other a written
response. The notice and the response shall include (a) a statement of each
Party's position and a summary of arguments supporting that position, and (b)
the name and title of the executive or official who will represent that Party
and of any other person(s) who will accompany the executive or official. Within
30 days after delivery of the disputing Party's notice, the executives of both
Parties shall meet at a mutually acceptable time and place, and thereafter as
often as they reasonably deem necessary, to attempt to resolve the dispute. All
reasonable requests for information made by one party to the other will be
honored.
If the matter has not been resolved within 60 days of the disputing Party's
notice, or if the Parties fail to meet within 30 days, either party may initiate
mediation of the controversy or claim as provided hereafter.
All negotiations pursuant to this Agreement are confidential and shall be
treated as compromise and settlement negotiations for purposes of the Federal
Rules of Evidence and state rules of evidence.
Step 2. MEDIATION
In the event the dispute has not been resolved by negotiation as provided
herein, the Parties agree to participate in mediation, using a mutually agreed
upon mediator. The mediator will not render a decision, but will assist the
Parties in reaching a mutually satisfactory agreement.
The Parties agree to equally split the costs of the mediation. The first
mediation session shall commence within 30 days from agreement. The Parties may
contact the DOE Office of Dispute Resolution with questions or for assistance
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with selection of neutrals or samples of Agreements to Mediate.
All meditations are confidential and shall be treated as compromise and
settlement negotiations for purposes of the Federal Rules of Evidence and state
rules of evidence.
Step 3. ARBITRATION
Any dispute not otherwise satisfactorily resolved may be submitted to
arbitration, pursuant to the Administrative Dispute Resolution Act, through the
American Arbitration Association, Jams/Endispute Center for Public Resources,
United States Arbitration and Mediation, or other reputable ADR provider.
In witness whereof, the Parties hereto have executed this Agreement.
UT-BATTELLE, LLC
Name: /s/ R.Xxxxxxx Xxxxxx
---------------------------------------------------
R. Xxxxxxx Xxxxxx, Commercialization Manager
Date: 6/4/01
---------------------------------------------------
MICRO SENSOR TECHNOLOGIES, INC.
Name: /s/ Xxx Xxxxxxx
---------------------------------------------------
Xxx Xxxxxxx, Ph.D., M.D., President
Date: 6/1/01
---------------------------------------------------
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Statement of Work
for
Micro Sensor Technologies, Inc.
DOE Proposal Number ERD-01-2066
Microcantilever Explosives Detection Technology
Oak Ridge National Laboratory
Summary
The objective of this project will be to demonstrate that micro-cantilevers
modified with chemically selective coatings will detect 2,4 dinitrotoluene
(2,4-DNT) and TNT accurately and effectively. A bench-top device will be
developed and tested that will provide the basis for the design, construction,
and manufacturing of a lightweight portable landmine detector system suitable
for use by civilian populations worldwide. The duration of the project will be
12 months. ORNL will keep Micro Sensor Technologies, Inc. (MSTI) updated on the
progress of the R&D project. ORNL will provide MSTI with a final report at the
end of the 12-month project. Additionally, ORNL will conduct a demonstration of
the operation of the bench-top prototype system.
Background
Landmine detection requires three fundamental components: (1) a sample
collection unit, (2) sensor elements that can detect the explosive vapors, and
(3) a data analysis and display system.
Sample Collection:
In general, sample collection is achieved by using a small pump. The pump pulls
the air away from the target region and into the sensing unit. TNT vapor
pressure surrounding a land mine close to the ground is approximately 1ppt. In
addition, particulates of TNT also appears in the soil around landmines. It is
possible to dislodge these particulates by using an air jet. Around landmines
there also exists 2,4-DNT at a concentration one or two orders magnitude higher
than that of TNT.
Sample collection can be a complicated problem under field conditions due to the
presence of dust and other particulate matter. Additionally, explosive molecules
are extremely "sticky" and, therefore, tend to adsorb onto exposed surfaces. For
sampling TNT or 2,4-DNT it has been shown that it is best to adsorb the vapor
onto a sampling surface first and then release the vapor through heating of the
sensor.
Sensor element
The expertise at ORNL focuses on the area of sensor element development.
Research at ORNL has demonstrated that Microcantilevers coated with selective
polymers can be used as sensors for identifying TNT, 2,4-DNT, and multiple
intereferents. Initially, however, single element sensors will be developed.
Later, an array concept will be developed which will allow the simultaneous
detection of multiple analytes.
Data collection and display
Data collection and display will be achieved using a laptop computer. The output
will be calibrated using Gas Chromotography Mass Spectrometry (GC-MS).
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Proposed Tasks
1) ORNL will demonstrate the detection of 2,4-DNT and TNT vapor with parts per
trillion sensitivity using individual microcantilever elements. ORNL will
characterize commercially available cantilevers of different sizes. ORNL
will clean the cantilevers and deposit 3nm Cr followed by 40 nm thick gold
on each cantilever for optical deflection measurements. Characterization
will involve the determination of the resonance frequency and Q-factor.
2) ORNL will deposit selective polymers on characterized cantilevers. The
polymers will be selective for TNT, 2,4-DNT.
3) ORNL will utilize available TNT and 2,4-DNT vapor generators for
characterizing the cantilever response. The vapors form the generators will
be quantified using GC-MS.
4) ORNL will characterize the cantilever bending and resonance frequency
response as a function of 2,4-DNT and TNT vapor concentration.
5) ORNL will assess the effects of interferants on the modified cantilevers
such as humidity, toluene, and acetone. In addition, the effect of flow
rate and temperature will be investigated.
6) ORNL will assess the effects of 2,4-DNT, TNT, toluene, humidity, and
acetone on blank cantilevers (without polymers) for reference.
7) Cantilevers that show parts-per-trillion sensitivity to 2,4-DNT and TNT,
will be used for detailed assessments involving exposures to complex
samples containing mixtures of 2,4-DNT, TNT, humidity, toluene, and
acetone.
8) Based on this information, ORNL will develop a bench top vapor detection
system suitable for identifying 2,4-DNT and TNT. This will include sensor
elements using optical beam deflection, a pump to draw air into the sensor
compartment and a laptop computer to display the resulting data.
Schedule
The following schedule is projected that will allow the completion of the tasks
outlined above:
1. Laboratory set up and materials acquisition: Month 1
2. Manufacturing of microcantilever sensors Month 2-4
3. Assessment of cantilever performance characteristics Month 4-6
4. Testing of vapor capture and data analysis system Month 5-7
5. Assembly of bench-top prototype detection system Month 8-9
6. Testing of integrated prototype system Month 9-10
7. Evaluation of prototype performance Month 10-11
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8. Data summary and analysis Month 11-12
9. Final report Month 12
Budget:
Personnel
Salary cost
Xxxxxxx (12%) $12,186
Fringe (29%) $ 3,534
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Subtotal $15,720
Material Supplies
Material $16,442
Material Handling Fee (10.7%) $ 1,759
--------
Subtotal $18,201
Post-Doc
Subtotal $40,000
Other Direct
Labor burden (2.9%) $ 353
Organizational burden $13,399
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Subtotal $13,752
Direct Subtotal $87,673
Indirect cost $12,327
Grand Total $100,000
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