EXHIBIT 10.1
XXXXXXXXX-XXXXXX (15 U.S.C. 3710)
COOPERATIVE RESEARCH AND DEVELOPMENT AGREEMENT
(hereinafter "CRADA") No. ORNL05-0715
BETWEEN
UT-BATTELLE, LLC
under its U.S. Department of Energy Contract
No. DE-AC05-00OR22725 (hereinafter "Contractor")
AND
SENSE HOLDINGS INCORPORATED
(hereinafter "Participant"),
both being hereinafter jointly referred to as the "Parties."
ARTICLE I: DEFINITIONS
A. "Government" means the Federal Government of the United States of
America and agencies thereof.
B. "DOE" means the Department of Energy, an agency of the Federal
Government.
C. "Contracting Officer" means the DOE employee administering the
Contractor's DOE contract.
D. "Generated Information" means information produced in the performance
of this CRADA.
E. "Proprietary Information" means information which embodies (i) trade
secrets or (ii) commercial or financial information which is privileged
or confidential under the Freedom of Information Act (5 U.S.C. 552
(b)(4)), either of which is developed at private expense outside of
this CRADA and which is marked as Proprietary Information.
F. "Protected CRADA Information" means Generated Information which is
marked as being Protected CRADA Information by a Party to this CRADA
and which would have been Proprietary Information had it been obtained
from a non-Federal entity.
G. "Subject Invention" means any invention of the Contractor or
Participant conceived or first actually reduced to practice in the
performance of work under this CRADA.
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H. "Intellectual Property" means Patents, Trademarks, Copyrights, Mask
Works, Protected CRADA Information, and other forms of comparable
property rights protected by Federal law and foreign counterparts,
except trade secrets.
I. "Trademark" means a distinctive xxxx, symbol, or emblem used in
commerce by a producer or manufacturer to identify and distinguish its
goods or services from those of others.
J. "Service Xxxx" means a distinctive word, slogan, design, picture,
symbol, or any combination thereof, used in commerce by a person to
identify and distinguish its services from those of others.
K. "Mask Work" means a series of related images, however fixed or encoded,
having or representing the predetermined, three-dimensional pattern of
metallic, insulating, or semiconductor material present or removed from
the layers of a semiconductor chip product and in which series the
relation of the images to one another is that each image has the
pattern of the surface of one form of the semiconductor chip product.
L. "Background Intellectual Property" means the Intellectual Property
identified by the Parties in Appendix C, Background Intellectual
Property, which was in existence prior to or is first produced outside
of this CRADA, except that in the case of inventions in those
identified items, the inventions must have been conceived outside of
this CRADA and not first actually reduced to practice under this CRADA
to qualify as Background Intellectual Property. Licensing of Background
Intellectual Property, if agreed to by the Parties, shall be the
subject of separate licensing agreements between the Parties.
Background Intellectual Properties are not Subject Inventions.
ARTICLE II: STATEMENT OF WORK
The Statement of Work is attached as Appendix A.
ARTICLE III: TERM, FUNDING AND COSTS
A. The effective date of this CRADA shall be the latter date of (1) the
date on which it is signed by the last of the Parties, (2) the date on
which it is approved by DOE, or (3) the date on which the advance
funding referred to in Article III.E is received by the Contractor. The
work to be performed under this CRADA shall be completed within SIX (6)
months from the effective date.
B. The Participant's estimated contribution is $939,000 (with $589,000
being total funds-in (TFI) to the Contractor). The total authorized
amount to be expended on this project by Contractor is $589,000.
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C. Neither Party shall have an obligation to continue or complete
performance of its work at a contribution in excess of its estimated
contribution as contained in Article III.B, above, including any
subsequent amendment.
D. Each Party agrees to provide at least 30 days' notice to the other
Party if the actual cost to complete performance will exceed its
estimated cost.
E. The Participant will provide $150,000 within thirty (30) days after the
effect day of the CRADA. The Participant will provide additional
payments of $65,000 sixty (60) days after the effect day of the CRADA;
$65,000 ninety (90) days after the effective day of the CRADA; $65,000
one-hundred twenty (120) days after the effective day of the CRADA;
$65,000 one-hundred fifty (150) days after the effective day of the
CRADA; $65,000 one-hundred eighty (180) days after the effective day of
the CRADA; $65,000 two-hundred ten (210) days after the effective day
of the CRADA and a final payment of $49,000 two-hundred forty (240)
days after the effective date of the CRADA. No work by Contractor will
begin before the receipt of the cash advance. Failure by Participant to
provide the necessary advance funding is cause for termination of the
CRADA in accordance with the Termination article of this CRADA.
ARTICLE IV: PERSONAL PROPERTY
All tangible personal property produced or acquired under this CRADA shall
become the property of the Participant or the Government, depending upon whose
funds were used to obtain it. Such property is identified in Appendix A,
Statement of Work. Personal property shall be disposed of as directed by the
owner at the owner's expense. All jointly funded property shall be owned by the
Government.
ARTICLE V: DISCLAIMER
THE GOVERNMENT, THE PARTICIPANT, 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 CRADA, OR THE
OWNERSHIP, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE OF THE RESEARCH
OR RESULTING PRODUCT. NEITHER THE GOVERNMENT, THE PARTICIPANT, 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 DEVELOPED UNDER THIS CRADA.
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ARTICLE VI: PRODUCT LIABILITY
Except for any liability resulting from any negligent acts or omissions of the
Contractor, the Participant indemnifies 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 Participant,
its assignees, or licensees, which was derived from the work performed under
this CRADA. In respect to this article, neither the Government nor the
Contractor shall be considered assignees or licensees of the Participant, as a
result of reserved Government and Contractor rights. The indemnity set forth in
this paragraph shall apply only if the Participant 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 the Government
shall have provided all reasonably available information and reasonable
assistance requested by the Participant. No settlement for which the Participant
would be responsible shall be made without the Participant's consent unless
required by final decree of a court of competent jurisdiction.
ARTICLE VII: OBLIGATIONS AS TO PROPRIETARY INFORMATION
A. Each Party agrees to not disclose Proprietary Information provided by
another Party to anyone other than the CRADA Participant and Contractor
without written approval of the providing Party, except to Government
employees who are subject to the statutory provisions against
disclosure of confidential information set forth in the Trade Secrets
Act (18 U.S.C. 1905).
B. If Proprietary Information is orally disclosed to a Party, it shall be
identified as such, orally, at the time of disclosure and confirmed in
a written summary thereof, appropriately marked by the disclosing
Party, within 10 days as being Proprietary Information.
C. All Proprietary Information shall be returned to the provider thereof
at the conclusion of this CRADA at the provider's expense.
D. All Proprietary Information shall be protected for a period of 3 YEARS
from the effective date of this CRADA, unless such Proprietary
Information becomes publicly known without the fault of the recipient,
shall come into recipient's possession without breach by the recipient
of any of the obligations set forth herein, or is independently
developed by recipient's employees who did not have access to such
Proprietary Information.
E. In no case shall the Contractor provide Proprietary Information of the
Participant to any person or entity for commercial purposes, unless
otherwise agreed to in writing by such Participant.
ARTICLE VIII: OBLIGATIONS AS TO PROTECTED CRADA INFORMATION
A. Each Party may designate as Protected CRADA Information any Generated
Information produced by its employees which meets the definition of
Article I.F and, with the agreement of the other Party, so designate
any Generated Information produced by the other Party's employees which
meets the definition of Article I.F. All such designated Protected
CRADA Information shall be appropriately marked.
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B. For a period of three (3) YEARS from the date Protected CRADA
Information is produced, the Parties agree not to further disclose such
information except:
(1) as necessary to perform this CRADA;
(2) as provided in Article XI [REPORTS AND ABSTRACTS];
(3) as requested by the DOE Contracting Officer to be provided to
other DOE facilities for use only at those DOE facilities with
the same protection in place;
(4) as mutually agreed by the Parties in advance.
C. The obligations of paragraph B above shall end sooner for any Protected
CRADA Information which shall become publicly known without fault of
either Party, shall come into a Party's possession without breach by
that Party of the obligations of paragraph B above, or shall be
independently developed by a Party's employees who did not have access
to the Protected CRADA Information.
ARTICLE IX: RIGHTS IN GENERATED INFORMATION
The Parties and the Government shall have unlimited rights in all Generated
Information produced or provided by a Party under this CRADA, except for
information which is: (a) disclosed in a Subject Invention disclosure being
considered for Patent protection, (b) protected as a Mask Work, or (c) marked as
being Copyrighted or as Protected CRADA Information (during the time of
protection set forth in Article VIII.B) or as Proprietary Information.
ARTICLE X: EXPORT CONTROL
A. THE PARTIES UNDERSTAND THAT MATERIALS AND INFORMATION RESULTING FROM
THE PERFORMANCE OF THIS CRADA MAY BE SUBJECT TO EXPORT CONTROL LAWS AND
THAT EACH PARTY IS RESPONSIBLE FOR ITS OWN COMPLIANCE WITH SUCH LAWS.
B. The Participant has a continuing obligation to provide the Contractor
written notice of any changes in the nature and extent of foreign
ownership, control, or influence over the Participant which would
affect the Participant's answers to the previously completed FOCI
certification.
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ARTICLE XI: REPORTS AND ABSTRACTS
A. The Parties agree to produce the following deliverables:
(1) an initial abstract suitable for public release at the time
the CRADA is approved by DOE;
(2) other abstracts (final when work is complete, and others as
substantial changes in scope and dollars occur);
(3) a final report, upon completion or termination of this CRADA,
to include a list of Subject Inventions;
(4) other topical/periodic reports, when the nature of research
and magnitude of dollars justify; and
(5) computer software in source and executable object code format
as defined within the Statement of Work or elsewhere within
the CRADA documentation. Such computer software subject to
delivery under this Article and paragraph shall only be such
software as generated in performance of a specific task under
this CRADA.
Each of the above-identified deliverables shall include the project
identification number as described in DOE's Research and Development
(R&D) Tracking System Data and Process Guidance Document
(xxxx://xxx.xxx.xxx/xx/).
B. The Parties acknowledge that the Contractor has the responsibility to
provide the above information at the time of its completion to the DOE
Office of Scientific and Technical Information.
C. The Participant agrees to provide the above information to the
Contractor to enable full compliance with paragraph B of this article.
D. The Parties acknowledge that the Contractor and DOE have a need to
document the long-term economic benefit of the cooperative research
under this CRADA. Therefore, the Participant shall respond to the
Contractor's reasonable requests, during the term of this CRADA and for
a period of THREE (3) YEARS thereafter for pertinent information.
ARTICLE XII: PRE-PUBLICATION REVIEW
A. The Parties agree to secure pre-publication approval from each other
which shall not be unreasonably withheld or denied beyond 30 days.
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B. The Parties agree that neither will use the name of the other Party or
its employees in any promotional activity, such as advertisements, with
reference to any product or service resulting from this CRADA, without
prior written approval of the other Party.
ARTICLE XIII: COPYRIGHTS
A. The Parties may assert Copyright in any of their Generated Information.
Assertion of Copyright generally means to enforce or give an indication
of an intent or right to enforce such as by marking or securing Federal
registration.
B. Copyrights arising under this CRADA which are authored solely by
employees of Participant shall be owned by Participant.
Copyrights which are authored solely by employees of Contractor and
which are obtained by Contractor shall be owned by Contractor.
For copyrights arising under this CRADA authored by employees of both
Parties, each Party shall have undivided rights in ownership of such
copyrights, provided the copyrights are generated with the intention
that the Parties' contributions be merged into inseparable or
independent parts of a unitary whole. Jointly owned rights in
copyrights shall be without accounting.
For a period of up to six (6) months from the date of completion or
termination of this CRADA, Contractor agrees to offer an option to
Participant to negotiate a nonexclusive Copyright License Agreement for
any copyright arising under this CRADA and obtained by Contractor. The
U.S. Competitiveness Clause shall apply to all such Agreements.
C. For Generated Information, the Parties acknowledge that the Federal
Government has for itself and others acting on its behalf, a
royalty-free, nontransferable, nonexclusive, irrevocable worldwide
Copyright license to reproduce, prepare derivative works, distribute
copies to the public, and perform publicly and display publicly, by or
on behalf of the Federal Government, all Copyrightable works produced
in the performance of this CRADA, subject to the restrictions this
CRADA places on publication of Proprietary Information and Protected
CRADA Information.
D. For all Copyrighted computer software produced in the performance of
this CRADA, the Party owning the Copyright will provide the source
code, an expanded abstract as described in Appendix B, the executable
object code and the minimum support documentation needed by a competent
user to understand and use the software to DOE's Energy Science and
Technology Software Center, X.X. Xxx 0000, Xxx Xxxxx, XX 00000. The
expanded abstract will be treated in the same manner as Generated
Information in paragraph C of this article.
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E. The Contractor and the Participant agree that, with respect to any
Copyrighted computer software produced in the performance of this
CRADA, DOE has the right, at the end of the period set forth in
paragraph B of Article VIII hereof and at the end of each 2-year
interval thereafter, to request the Contractor and the Participant and
any assignee or exclusive licensee of the Copyrighted software to grant
a nonexclusive, partially exclusive, or exclusive license to a
responsible applicant upon terms that are reasonable under the
circumstances, provided such grant does not cause a termination of any
licensee's right to use the Copyrighted computer software. If the
Contractor or the Participant or any assignee or exclusive licensee
refuses such request, the Contractor and the Participant agree that DOE
has the right to grant the license if DOE determines that the
Contractor, the Participant, assignee, or licensee has not made a
satisfactory demonstration that it is actively pursuing
commercialization of the Copyrighted computer software.
Before requiring licensing under this paragraph E, DOE shall furnish
the Contractor/ Participant written notice of its intentions to require
the Contractor/Participant to grant the stated license, and the
Contractor/Participant shall be allowed 30 days (or such longer period
as may be authorized by the cognizant DOE Contracting Officer for good
cause shown in writing by the Contractor/Participant) after such notice
to show cause why the license should not be required to be granted.
The Contractor/Participant shall have the right to appeal the decision
by DOE to the grant of the stated license to the Invention Licensing
Appeal Board as set forth in paragraphs (b)-(g) of 10 CFR 781.65,
"Appeals."
F. The Parties agree to place Copyright and other notices, as appropriate
for the protection of Copyright, in human-readable form onto all
physical media, and in digitally encoded form in the header of
machine-readable information recorded on such media such that the
notice will appear in human-readable form when the digital data are off
loaded or the data are accessed for display or printout.
ARTICLE XIV: REPORTING SUBJECT INVENTIONS
A. The Parties agree to disclose to each other each Subject Invention
which may be patentable or otherwise protectable under the Patent Act
sufficient to preserve U.S. and Foreign filing rights as necessary. The
Parties agree that the Contractor and the Participant will disclose
their respective Subject Inventions to DOE and each other within two
(2) months after the inventor first discloses the Subject Invention in
writing to the person(s) responsible for Patent matters of the
disclosing Party.
B. These disclosures should be in sufficiently complete technical detail
to convey a clear understanding, to the extent known at the time of the
disclosure, of the nature, purpose, and operation of the Subject
Invention. The disclosure shall also identify any known actual or
potential statutory bars; i.e., printed publications describing the
Subject Invention or the public use or "on sale" of the Subject
Invention in this county. The Parties further agree to disclose to each
other any subsequently known actual or potential statutory bar that
occurs for a Subject Invention disclosed but for which a patent
application has not been filed. All Subject Invention disclosures shall
be marked as confidential under 35 U.S.C. 205.
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ARTICLE XV: TITLE TO SUBJECT INVENTIONS
Wherein DOE has granted the Participant and the Contractor the right to elect
title to their respective Subject Inventions, and wherein the Participant has
the option to choose an exclusive license, for reasonable compensation, for a
pre-negotiated field of use to the Contractor's Subject Inventions;
A. Each Party shall have the first option to elect title to any Subject
Invention made by its employees, solely or jointly, and that election
shall be made: (1) for the Participant, within 12 months of disclosure
of the Subject Invention to DOE or (2) for the Contractor, within
twelve (12) of disclosure of the Subject Invention to DOE. If a Party
does not elect title to any Subject Invention of its employees, the
other Party shall have the second option to elect title to such Subject
Invention. DOE shall have the right to elect title to any Subject
Invention which is not elected by any Party.
B. The Parties acknowledge that DOE may obtain title to each Subject
Invention reported under Article XIV for which a patent application or
applications are not filed pursuant to Article XVI and for which any
issued patents are not maintained by any Party to this CRADA.
C. The Parties acknowledge that the Government retains a nonexclusive,
nontransferable, irrevocable, paid-up license to practice or to have
practiced for or on behalf of the United States every Subject Invention
under this CRADA throughout the world. The Parties agree to execute a
confirmatory license to affirm the Government's retained license.
D. The Participant has the option, for up to six (6) months after receipt
of notice from the Contractor that the Contractor has elected title to
any Contractor Subject Invention, to choose, for reasonable
compensation, an exclusive license to Contractor's Subject Invention(s)
in the field of use of CHEMICAL VAPOR DETECTION FOR SECURITY
APPLICATIONS (I. E. DETECTION OF EXPLOSIVES FOR AIRPORT SECURITY. The
U.S. Competitiveness Clause shall apply to all such license agreements.
ARTICLE XVI: FILING PATENT APPLICATIONS
A. The Parties agree that the Party initially indicated as having an
ownership interest in any Subject Inventions ("Inventing Party") shall
have the first opportunity to file U.S. and foreign Patent
applications. If the Contractor or Participant does not file such
applications within one year after election, then the other Party to
this CRADA exercising an option pursuant to Article XV may file patent
applications on such Subject Inventions. If a patent application is
filed by the other Party ("Filing Party"), the Inventing Party shall
reasonably cooperate and assist the Filing Party, at the Filing Party's
expense, in executing a written assignment of the Subject Invention to
the Filing Party and in otherwise perfecting the patent application,
and the Filing Party shall have the right to control the prosecution of
the patent application. The Parties shall agree between themselves as
to who will file patent applications on any joint Subject Invention.
Unless otherwise negotiated between the Parties, the Parties shall
share equally in the costs for the prosecution, filing and maintenance
of joint Subject Inventions where both Parties elect title to their
undivided rights.
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B. The Parties agree that DOE has the right to file patent applications in
any country if neither Party desires to file a patent application for
any Subject Invention. Notification of such negative intent shall be
made in writing to the DOE Contracting Officer within 3 months of the
decision of the non-Inventing Party to not file a patent application
for the Subject Invention pursuant to Article XV or not later than 60
days prior to the time when any statutory bar might foreclose filing of
a U.S. patent application.
C. The Parties agree to include within the beginning of the specification
of any U.S. patent applications and any patent issuing thereon
(including foreign patents) covering a Subject Invention, the following
statement: "This invention was made under a CRADA NO. ORNL05-0715
BETWEEN SENSOR HOLDINGS INCORPORATED AND UT-BATTELLE, LLC operated for
the United States Department of Energy. The Government has certain
rights in this invention."
D. A Party electing title or filing a patent application in the United
States or in any foreign country shall advise the other Party and DOE
if it no longer desires to continue prosecution, pay maintenance fees,
or retain title in the United States or any foreign country. The other
Party and then DOE will be afforded the opportunity to take title and
retain the patent rights in the United States or in any such foreign
country.
ARTICLE XVII: TRADEMARKS
A. The Parties may seek to obtain Trademark/Service Xxxx protection on
products or services generated under this CRADA in the United States or
foreign countries. The Parties hereby acknowledge that the Government
shall have the right to indicate on any similar goods or services
produced by or for the Government that such goods or services were
derived from and are a DOE version of the goods or services protected
by such Trademark/ Service Xxxx, with the Trademark and the owner
thereof being specifically identified. In addition, the Government
shall have the right to use such Trademark/Service Xxxx in print or
communications media.
B. For a period of up to six (6) months from the date of completion or
termination of this CRADA, Contractor agrees to offer an option to
Participant to negotiate a nonexclusive Trademark License Agreement for
any Trademark arising under this CRADA and obtained by Contractor. The
U.S. Competitiveness Clause shall apply to all such Agreements.
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ARTICLE XVIII: MASK WORKS
A. The Parties may seek to obtain legal protection for Mask Works fixed in
semiconductor products generated under this CRADA as provided by
Chapter 9 of Title 17 of the United States Code. The Parties hereby
acknowledge that the Government or others acting on its behalf shall
retain a nonexclusive, paid-up, worldwide, irrevocable, nontransferable
license to reproduce, import, or distribute the covered semiconductor
product by or on behalf of the Government, and to reproduce and use the
Mask Work by or on behalf of the Government.
B. For a period of up to six (6) months from the date of completion or
termination of this CRADA, Contractor agrees to offer an option to
Participant to negotiate a nonexclusive Mask Works License Agreement
for any Mask Works arising under this CRADA and obtained by Contractor.
The U.S. Competitiveness Clause shall apply to all such Agreements.
ARTICLE XIX: COST OF INTELLECTUAL PROPERTY PROTECTION
Each Party shall be responsible for payment of all costs relating to Copyright,
Trademark, and Mask Work filing; U.S. and foreign patent application filing and
prosecution; and all costs relating to maintenance fees for U.S. and foreign
patents hereunder which are solely owned by that Party. Government/DOE
laboratory funds contributed as DOE's cost share to a CRADA cannot be given to
the Participant for payment of the Participant's costs of filing and maintaining
Patents or filing for Copyrights, Trademarks, or Mask Works.
ARTICLE XX: REPORTS OF INTELLECTUAL PROPERTY USE
The Participant agrees to submit, for a period of THREE (3) years from the date
of termination or completion of this CRADA and upon request of DOE, a
nonproprietary report no more frequently than annually on efforts to utilize any
Intellectual Property arising under the CRADA.
ARTICLE XXI: DOE MARCH-IN RIGHTS
The Parties acknowledge that DOE has certain march-in rights to any Subject
Inventions in accordance with 48 CFR 27.304-1(g) and 15 U.S.C. 3710a(b)(1)(B)
and (C).
ARTICLE XXII: U.S. COMPETITIVENESS
The Parties agree that a purpose of this CRADA is to provide substantial benefit
to the U.S. economy.
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A. In exchange for the benefits received under this CRADA, the Participant
therefore agrees to the following:
1. Products embodying Intellectual Property developed under this
CRADA shall be substantially manufactured in the United
States, and
2. Processes, services, and improvements thereof which are
covered by Intellectual Property developed under this CRADA
shall be incorporated into the Participant's manufacturing
facilities in the United States either prior to or
simultaneously with implementation outside the United States.
Such processes, services, and improvements, when implemented
outside the United States, shall not result in reduction of
the use of the same processes, services, or improvements in
the United States.
B. The Contractor agrees to a U.S. Industrial Competitiveness Clause in
accordance with its prime contract with respect to any licensing and
assignments of its Intellectual Property arising from this CRADA,
except that any licensing or assignment of its Intellectual Property
rights to the Participant shall be in accordance with the terms of
paragraph A of this article.
ARTICLE XXIII: ASSIGNMENT OF PERSONNEL
A. Each Party may assign personnel to the other Party's facility as part
of this CRADA to participate in or observe the research to be performed
under this CRADA. Such personnel assigned by the assigning Party shall
not during the period of such assignments be considered employees of
the receiving Party for any purpose.
B. The receiving Party shall have the right to exercise routine
administrative and technical supervisory control of the occupational
activities of such personnel during the assignment period and shall
have the right to approve the assignment of such personnel and/or to
later request their removal by the assigning Party.
C. The assigning Party shall bear any and all costs and expenses with
regard to its personnel assigned to the receiving Party's facilities
under this CRADA. The receiving Party shall bear facility costs of such
assignments.
ARTICLE XXIV: FORCE MAJEURE
No failure or omission by the Contractor or the Participant in the performance
of any obligation under this CRADA shall be deemed a breach of this CRADA or
create any liability if the same shall arise from any cause or causes beyond the
control of the Contractor or the Participant, including but not limited to the
following, which, for the purpose of this CRADA, shall be regarded as beyond the
control of the Party in question: Acts of God, acts or omissions of any
government or agency thereof, compliance with requirements, rules, regulations,
or orders of any governmental authority or any office, department, agency, or
instrumentality thereof, fire, storm, flood, earthquake, accident, acts of the
public enemy, war, rebellion, insurrection, riot, sabotage, invasion,
quarantine, restriction, transportation embargoes, or failures or delays in
transportation.
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ARTICLE XXV: ADMINISTRATION OF THE CRADA
The Contractor enters into this CRADA under the authority of its prime contract
with DOE. The Contractor is authorized to and will administer this CRADA in all
respects unless otherwise specifically provided for herein. Administration of
this CRADA may be transferred from the Contractor to DOE or its designee with
notice of such transfer to the Participant, and the Contractor shall have no
further responsibilities except for the confidentiality, use and/or
nondisclosure obligations of this CRADA.
ARTICLE XXVI: RECORDS AND ACCOUNTING FOR GOVERNMENT PROPERTY
The Participant shall maintain records of receipts, expenditures, and the
disposition of all Government property in its custody related to the CRADA.
ARTICLE XXVII: NOTICES
A. Any communications required by this CRADA, if given by postage prepaid
first class U.S. Mail or other verifiable means addressed to the Party
to receive the communication, shall be deemed made as of the day of
receipt of such communication by the addressee, or on the date given if
by verified facsimile. Address changes shall be given in accordance
with this article and shall be effective thereafter. All such
communications, to be considered effective, shall include the number of
this CRADA.
B. The addresses, telephone numbers, and facsimile numbers for the Parties
are as follows:
"B. The addresses, telephone numbers, and facsimile numbers for
the Parties are as follows:
1. For Contractor:
U.S. Mail Only: FedEx, UPS, Freight
P. O. Xxx 0000, XX-0000 0 Xxxxxx Xxxxxx Xxxx
Xxx Xxxxx, Xxxxxxxxx 00000 Xxx Xxxxx, Xxxxxxxxx 00000-0000
a. Formal Notices and Communications, Copies of Reports
Attn: Xx. Xxxxxxx X. Xxxxxxxx
Tel: (000) 000-0000
Fax: (000) 000-0000
b. Project Manager, Reports, Copies of Formal Notices and
Communications
Attn: Xxxxxx X. Xxxxxxx Oak Ridge National Laboratory
Tel: (000) 000-0000 Life Sciences Division
Fax: (000) 000-0000 One Bethel Valley Road
E: xxxxxxxxx@xxxx.xxx Bldg. 3500, XX-0000
Xxx Xxxxx, Xxxxxxxxx 00000-0000
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2. For Participant:
U.S. Mail Only: FedEx, UPS, Freight
Attn: Xx. Xxxxx X. Xxxxxxx Sensor Holdings Incorporated
Tel: (000) 000-0000 Ext #104 Director of Research and
Fax: (000) 000-0000 Development
E: xxxxxxxx@xxxxxxx.xxx 0000 X. X. 000xx Xxxxxx
Xxxxx #000
Xxxxxxx, Xxxxxxx 00000
a. Formal Notices and Communications, Copies of Reports
Same as 2. above
b. Project Manager, Reports, Copies of Formal Notices
and Communications Same as 2. above
ARTICLE XXVIII: DISPUTES
The Parties shall attempt to jointly resolve all disputes arising from this
CRADA. If the Parties are unable to jointly resolve a dispute within a
reasonable period of time, the dispute shall be decided by the DOE Contracting
Officer, who shall reduce his/her decision to writing within 60 days of
receiving in writing the request for a decision by either Party to this CRADA.
The DOE Contracting Officer shall mail or otherwise furnish a copy of the
decision to the Parties. The decision of the DOE Contracting Officer is final
unless, within 120 days, the Participant brings an action for adjudication in a
court of competent jurisdiction in the State of Tennessee. To the extent that
there is no applicable U.S. Federal law, this CRADA and performance thereunder
shall be governed by the law of the State of Tennessee.
ARTICLE XXIX: ENTIRE CRADA AND MODIFICATIONS
A. This CRADA with its appendixes contains the entire agreement between
the Parties with respect to the subject matter hereof, and all prior
representations or agreements relating hereto have been merged into
this document and are thus superseded in totality by this CRADA. This
CRADA shall not be effective until approved by DOE.
B. Any agreement to materially change any terms or conditions of this
CRADA or the appendixes shall be valid only if the change is made in
writing, executed by the Parties hereto, and approved by DOE.
ARTICLE XXX: TERMINATION
This CRADA may be terminated by either Party upon 30 days written notice to the
other Party. This CRADA may also be terminated by the Contractor in the event of
failure by the Participant to provide the necessary advance funding, as agreed
in Article III.
In the event of termination by either Party, each Party shall be responsible for
its share of the costs incurred through the effective date of termination, as
well as its share of the costs incurred after the effective date of termination,
and which are related to the termination.
14
FOR CONTRACTOR:
By: ________________________________________________
Name: Xxxxx Xxxxx
----------------------------------------------
Director, Technology Transfer
Title: Oak Ridge National Laboratory
---------------------------------------------
Date: ______________________________________________
FOR PARTICIPANT:
By: ________________________________________________
Name: ______________________________________________
Title: _____________________________________________
Date: ______________________________________________
15
APPENDIX A
STATEMENT OF WORK
FOR
CRADA NO. ORNL-05-0715
WITH
SENSE HOLDINGS, INC.
FOR
DEVELOPMENT OF A HAND-HELD VAPOR SENSOR
PURPOSE AND BACKGROUND
The purpose of this Cooperative Research and Development Agreement (CRADA)
between UT-Battelle, LLC (the "Contractor") and Sense Holdings, Inc. (the
"Participant") is for the development of a hand-held sensor with high
sensitivity and selectivity for the detection of explosives initially and then
to expand the capabilities to include chemical and biological warfare agents and
narcotics. The Contractor in collaboration with the Participant will build a
series of demonstration and prototype handheld sensors so that the capabilities
will be enhanced over time. The ultimate goal is to develop a compact, low-power
and low-cost hand-held sensor with acceptable low-false-positive and
low-false-negative rates. Achieving this goal requires, (i) development of a
microcantilever sensor array to achieve selectivity of detection, and (ii)
development of a preconcentrator (that will be a part of the hand-held unit) in
order to enhance the sensitivity of detection and eliminate or reduce the
influence of interferents. Contractor and Participant are hereinafter jointly
referred to as the "Parties."
With funding from the Bureau of Alcohol, Tobacco, and Firearms (ATF) and the
Transportation Security Administration (TSA), the Contractor has conducted
research and development activities on explosive vapor sensors based on
microcantilevers. Technology capability exists for point sensing of explosive
vapors with a hand-held sensor. The Contractor has already developed a hand-held
sensor based on microcantilevers that is capable of detecting low
parts-per-trillion concentrations of plastic explosives. However, the
false-alarm rate is too high for the sensor at the present time.
The long-term goal of reducing false alarm rates to acceptable levels is to be
achieved with the use of a microcantilever array coated with suitable chemical
coatings in order to achieve selectivity. The Parties will develop a suite of
Self-Assembled Monolayer (XXX) coatings to provide the absorption mechanism for
multiple, selected analytes, with the array design ensuring high specificity and
redundancy. The Parties will also develop a suitable preconcentrator for the
hand-held unit that will not only enhance the sensitivity of detection, but will
also help reduce the complexity of pattern recognition by removing significant
amounts of interferents. Once these capabilities are achieved, it will be
possible to expand the detection platform to include the detection of chemical
and biological warfare agents and narcotics. As the Parties make progress on
sensor technology, the Participant will fabricate newer versions of the
hand-held unit with the Contractor's input.
16
WORK PLAN
The key objective of the work plan is to develop and test a hand-held sensor
that is optimized for detection of vapors clearly associated with explosives.
Inherent in this requirement is the refinement of the sensor and readout
technology to insure an acceptable low-false-positive and low-false-negative
rates while improving power demands to achieve acceptably long battery lifetime.
Even though we already have unprecedented sensitivity of detection, it can be
further enhanced by the development of a preconcentrator unit. More than
providing enhanced sensitivity of detection, the preconcentrator will help
reduce the complexity of the pattern recognition process by eliminating or
reducing the effects of interferents.
The Statement of Work for Phase 1 lasting approximately NINE (9) months is given
below. An amendment to this CRADA will be proposed during the early stages of
Phase 1, so that Phase 2 can be started between January 1, 2006 and April 1,
2006 for a 12-month period of performance.
STATEMENT OF WORK
PHASE I
For the period July 15, 2005 through March 31, 2006 in which the Parties during
this start-up phase, propose to conduct the following major tasks (most of these
tasks will be conducted in parallel). For the period July 15, 2005 through March
31, 2005 in which the Parties during this start-up phase, propose to conduct the
following major tasks (most of these tasks will be conducted in parallel).
Task 1. Testing of Different Microcantilever Platforms
The Parties will test the sensitivity of detection for capacitive cantilevers
developed at ORNL and one or two other types of microcantilever sensors that the
Participant will send to ORNL for testing and compare with the piezoresistive
cantilever platform.
Milestones: Task 1 will be completed five (5) months after the effective date of
the Agreement or within 2 months of the delivery of the sensors for testing,
whichever comes last.
Task 2. Conduct Pattern Recognition Studies
The Contractor will be responsible for the following subtasks which will be done
with the piezoresistive cantilevers:
1. Conduct tests with mixtures with 3 components, and test the
ability to detect and identify the components present in
mixtures of 1 to 3 components.
2. Conduct tests with mixtures with 5 components, and test the
ability to detect and identify the components present in
mixtures of 1 to 5 components.
3. Test multi-component mixtures. We have the ability to go up to
mixtures of 8 components. This will be sufficient to handle
most situations, especially with the preconcentrator. The
preconcentrator will be incorporated to the sensor unit in
second phase.
The pattern recognition algorithms developed will be transferable to
any other microcantilever sensor platform with minimal effort. The will
be done in the second phase.
Milestones: Task 2 will be completed nine (9) months after the effective date of
the Agreement.
17
Task 3. Explore the Use of Solid Phase Micro Extraction (SPME) as a
Preconcentration Technique for Future Hand-Held Units
Within the past decade, SPME has become a popular sample preparation tool in
analytical chemistry, in particular with the use of gas chromatography and mass
spectrometry (see, for example, X. X. Xxxxxxx and X. Xxxxxxxxx, J. Sep. Sci.
vol. 26, pp. 251-260, 2003). SPME provides a simple way of extracting and
concentrating of target analytes, and we believe that it will be ideally suited
for a hand-held unit due to its small size.
The Contractor will first set up a bench-top apparatus and conduct studies to
determine the preconcentration and separation capability of different types of
SPME fibers (i.e., fibers with different coatings). A preconcentration unit will
be incorporated to the hand-held unit in the second phase.
Milestones: Task 3 will be completed six (6) months after the effective date of
the Agreement.
Task 4. Purchase, Assemble, and Test a Small Evaporation Chamber for Coatings
Work
The Parties ability to apply good quality Self-Assembled Monolayer (XXX)
coatings to one surface of the microcantilevers plays an important role in
achieving selectivity of detection. In most cases, we apply a gold coating to
one of the cantilever surfaces by electron beam evaporation, and then attach a
thiolated XXX coating to the gold surface using the strong sulfur-gold
interaction. Up to now we have been using a large scale e-beam evaporator that
takes a long time to pump down and also lead to waste of gold due to large size
of the evaporation chamber. Purchase of a small unit will allow the Parties to
apply these coatings faster and without waste of gold. This investment will pay
for itself within a year due to the savings in personnel time and gold metal.
Milestones: Task 4 will be completed six (6) months after the effective date of
the Agreement.
Task 5. Fabrication of a Hand-held Sensor
The Participant will fabricate a hand-held sensor based on the sensor platform
that the Participant will select at the end of Task 1.
Milestones: Task 5 will be completed within nine (9) months after the effective
date of the Agreement.
Task 6. Final Report
A final report will be prepared as soon as the work is complete and within the
CRADA period of performance. Additionally, the final report will be finished and
distributed before the CRADA is officially complete.
The final report will be jointly written following the guidance set forth in
Standards Based Management System (SBMS), subject area, Documentation and
Distribution of CRADA Final Report.
PHASE 2
The work to be performed and funding for Phase 2 of this CRADA will be
determined prior to the completion of Phase 1.
PROPERTY CONSIDERATIONS
No tangible property will be exchanged.
18
ESTIMATED COST AND SOURCE OF SUPPORT
The contributions by each Party are specified in CRADA Article III. B: TERM,
FUNDING AND COST. The flow of funds is summarized below for each project year
(PY) (exclusive of the Federal Administrative Charges).
Parties PY 1 PY 2 PY 3 Total
------- -----
DOE's 0 0 0 0
Contribution via
Contractor
Participant (In-Kind 350 TBD** TDB** 350
Contribution)*
Participant (Funds-In 000 XXX** XXX** 589
Contribution)
Total 939 0 0 939
(* Includes personnel, subcontracting and other administrative costs as in-kind)
(** To Be Determined)
DELIVERABLES
Reports and abstracts required to be delivered under this CRADA are listed in
Article XI: REPORTS AND ABSTRACTS.
In addition to the minimum deliverables listed in Article XI, the following will
be delivered:
1. Monthly reports will be submitted by the Parties which will
include a technical report and cost report.
2. A summary report will be submitted within 6 months of the
start date.
3. A final report will be submitted before the end date of the
CRADA. The formal end date will be 9 months from the start
date, unless extended during the 9 month period.
SCHEDULE
The duration of Phase I of this project is nine months.
PROGRAM MANAGEMENT
The principal investigators for this CRADA are Xxx X. Xxxxxxxxxxx (the
Contractor) and Xxxxx X. Xxxxxxx (the Participant).
The principal investigators for the Parties will meet as needed to review the
program and to ensure that the project continues on schedule. Brief periodic
status reports will be jointly issued by the 15th day of the month following the
end of the reporting period.
00
XXXXXXXX X
ABSTRACT FORMAT DESCRIPTION
(CHARACTER LIMIT FOR ANY ONE FIELD: 2,000)
(CHARACTER LIMIT FOR ALL INFORMATION: 9,000)
TEXT ONLY; NO DIAGRAMS OR FLOWCHARTS
Due to the differences in size and complexity among software packages and the
corresponding differences in their respective documentation requirements, a
specific form for the required Abstract document has not been provided. Instead,
this Abstract Format Description contains a listing of the data elements
required for the Abstract and a brief description of each data xxxxxxx. The
person assembling the submittal package is expected to create the Abstract
document using a text editor. Please note that each of the listed data elements
is REQUIRED, and a response for each data element MUST be included in the
completed Abstract document.
1. Identification. Provide the following two fields to be used to uniquely
identify the software. The software acronym plus the short or KWIC
(keywords in context) title will be combined to be used as the
identification of the software.
Software Acronym (limit 20 characters). The name given to the main or
major segment of module packaged usually becomes the name of the code
package. If an appropriate name is not obvious, invent one which is
related to the contents.
Short or KWIC title (limit 80 characters). This title should tell
something of the nature of the code system: calculational method,
geometry, or any feature that distinguishes this code package from
another. It should be telegraphic in style, with no extraneous
descriptors, but more than a string of keywords and phrases. The word
"code" (alone) and "program" do not belong in a description of a code
"package."
2. Author Name(s) and Affiliations. List author(s) or contributor(s) names
followed by the organizational affiliation. If more than one
affiliation is applicable, please pair authors with their affiliations.
3. Software Completion Date. List approximate date(s) that the version of
the executable module(s), which will be created by the submitted
program modules, was first used in an application environment.
4. Brief Description. Briefly describe the purpose of the computer
program, state the problem being solved, and summarize the program
functions and capabilities. This will be the primary field used for
announcement purposes.
5. Method of Solution. Provide a short summary of the mathematical
methods, engineering principles, numerical algorithms, and procedures
incorporated into the software.
6. Computer(s) for Which Software Is Written. List the computer(s), i.e.,
IBM3033, VAX6220, VAX, IBM PC, on which this submittal package will
run.
7. Operating System. Indicate the operating system used, release number,
and any deviations or exceptions, i.e., is the operating system "off
the shelf" with no modifications, or has the operating system been
modified/customized. If modified, note modifications in field 11.
20
8. Programming Language(s) Used. Indicate the programming language(s) in
which the software is written along with the approximate percentage (in
parentheses) of each used. For example, FORTRAN IV (95%); Assembler
(5%).
9. Software Limitations. Provide a short paragraph on any restrictions
implied by storage allocation, such as the maximum number of energy
groups and mesh points, as well as those due to approximations used,
such as implied argument-range limitations. Also to be used to indicate
the maximum number of users, etc. or other limitations.
10. Unique Features of the Software. Highlight the advantages,
distinguishing features, or special capabilities which may influence
the user to select this package over a number of similar packages.
11. Related and Auxiliary Software. If the software supersedes or is an
extension of earlier software, identify the original software here.
Identify any programs not considered an integral part of this software
but used in conjunction with it (e.g., for preparing input data,
plotting results, or coupled through use of external data files). Note
similar library software, when known.
12. Other Programming or Operating Information or Restrictions. Indicate
file naming conventions used, e.g., (filename).DOC (DOC is a filename
extension normally used to indicate a documentation file), additional
subroutines, function libraries, installation support software, or any
special routines required for operation of this package other than the
operating system and programming language requirements listed in other
fields. If proprietary software is required, this should also be
indicated.
13. Hardware Requirements. List hardware and installation environment
requirements necessary for full utilization of the software. Include
memory and RAM requirements, in addition to any nonstandard features.
14. Time Requirements. Include any timing requirement estimations, both
wall clock and computer clock, necessary for the execution of the
package. Give enough detail to enable the potential user to estimate
the execution time for a given choice of program parameters (e.g., 5-10
min.).
15. References. List citations of pertinent publications. List (by author,
title, report number, bar code or order number if available, and date).
References are to be broken down into two groupings:
a. Reference documents that are provided with the submittal
package.
b. Any additional background reference materials generally
available.
16. Categorization and Keywords.
a. Subject Classification Code - Chosen from the Subject
Classification Guide (Appendix E of ESTSC--I), this one-letter
code designation is to be supplied by the submitter.
b. Keywords - Submitters should include keywords as taken from
the ESTSC thesaurus listing (Appendix F of ESTSC--I). Keywords
chosen that are not on the list will be subject to ESTSC
approval before being added to the thesaurus. Subsequent
revision lists will be available. ESTSC may also add
additional keywords to aid in the indexing of the material.
21
APPENDIX C
BACKGROUND INTELLECTUAL PROPERTY
The Contractor and the Participant have identified and agreed that the following
Background Intellectual Property may be used in the performance of work under
this CRADA and may be needed to practice the results of this CRADA:
Contractor's Background Intellectual Property:
ID 1351 "Chemically-Functionalized Microcantilevers for Detection of Chemical,
Biological, and Explosive Materials", Lal A. Xxxxxxxxxxx, Xxxxxx Il Boaidjiev,
Xxxx X. Xxxx, Xxxxxx X. Thundate, Xxxxxx X Xxxxx (Patent Pending).
ID 1344 "Gold thiolated and Photochemically Functionalized Microcantilevers
using Molecular Recognition Agents", Xxx X. Xxxxxxxxxxx, Xxxxxx X. Thundate,
Vassil Il Boaidjiev, , Xxxxxx X Xxxxx (Patent Pending).
Participant's Background Intellectual Property:
The Contractor and the Participant represent that the above-identified
Background Intellectual Property is available for licensing as of the effective
date of this CRADA.
Each Party has used reasonable efforts to list all relevant Background
Intellectual Property, but Intellectual Property may exist that is not
identified. Neither Party shall be liable to the other Party because of failure
to list Background Intellectual Property.
22