Full Membership Agreement
This Agreement is made this ____________ day of ___________ 200__ by and between The Arizona Board of Regents on behalf of The University of Arizona (hereinafter called "UNIVERSITY") and __________________ (hereinafter called "COMPANY").
WHEREAS, the parties to this Agreement intend to join together in a cooperative effort to support an Industry/University Cooperative Research Center for Water Quality (hereinafter called "CENTER") at the UNIVERSITY to maintain a mechanism whereby the UNIVERSITY environment can be used to perform research to study the monitoring, maintenance and improvement of water quality.
WHEREAS, this program will strengthen the UNIVERSITY's research and teaching capabilities:
hereby agree as follows:
Because research of the type to be done by the CENTER take time, and research results may not be obvious immediately, COMPANY joins CENTER with the intention of remaining a fee paying member for at least three years. However, COMPANY may terminate this Agreement by giving UNIVERSITY 180 days written notice prior to the current contractual year. Should COMPANY exercise its termination option and said termination date occurs prior to the end of the year through which COMPANY has made its contribution, UNIVERSITY shall not be obligated to provide a refund on any portion thereof.
UNIVERSITY agrees to contribute indirect charges related to the membership of industrial and Federal members of the CENTER. The results of CENTER research will be made equally available to all sponsoring COMPANIES. Ownership of patents and copyrights that result from CENTER research will remain with UNIVERSITY, as per the terms of this Agreement.
D. The organization and operation of CENTER shall be in accordance with CENTER bylaws that will be established and adopted at the first Industrial Advisory Board meeting. The bylaws, when adopted, will become part of this Agreement.
E. There will be an Industrial Advisory Board composed of one representative from each member. This board makes recommendations on
(a) the research projects to be carried out by CENTER
The operation of this board is specified in the bylaws.
G. All inventions conceived or first actually reduced to practice in the course of research conducted by the CENTER shall belong to UNIVERSITY. UNIVERSITY, pursuant to chapter 18 of title 35 of the United States Code, commonly called the Bayh-Dole Act, will have ownership of all inventions developed from this work, subject to “march-in” rights as set forth in this Act. CENTER sponsors that wish to obtain rights to a license in any CENTER invention agree to share on an equal basis with other such CENTER sponsors in all patent costs relating thereof, including the costs of patent application, prosecution, and maintenance. UNIVERSITY agrees that all such CENTER sponsors are entitled to a nonexclusive royalty-free license. Should any CENTER sponsor request an exclusive, royalty-bearing license to any CENTER invention, and such request is approved by the UNIVERSITY and all other CENTER sponsors, then such sponsor shall pay all patent-related costs thereto. COMPANY will have the right to sublicense its subsidiaries and affiliates.
The parties mutually acknowledge that the US government, as a matter of statutory right under 35 US Code, may hold a nonexclusive license and certain other rights under patents on inventions made as a consequence of research whose funding includes funds supplied by the US government. In the event the US government has such rights, or in the future is found to have such rights with respect to all or any New Inventions or Discoveries, any license contemplated under this Agreement, even if termed an ‘exclusive’ license, shall be understood to be subject to the rights of the US government, without any effect on the parties’ remaining obligations, as set forth in the license or in this Agreement.
H. Title to any materials subject to copyright, including software, developed by CENTER shall vest in UNIVERSITY. At the request and expense of COMPANY, CENTER shall register such copyrights in the name of the UNIVERSITY. COMPANY shall be entitled to a nonexclusive, royalty-free license to all copyrightable material, including software developed by CENTER. COMPANY will have the right to modify and market such software. UNIVERSITY shall own all such modified software and derivative works, and COMPANY shall be entitled to a nonexclusive, royalty-free license to such modified software and derivative works, with royalties due to UNIVERSITY to be negotiated, based on the worth of the initial software, but not to exceed 25% of a fair sale price of the enhanced software product sold or licensed by COMPANY.
J. Neither party is assuming any liability for the actions or omissions of the other party. COMPANY will indemnify and hold UNIVERSITY harmless against all claims, liability, injury, damage or cost based upon injury or death to persons, or loss of, damage to, or loss of use of property that arises out of the performance of this agreement to the extent that such claims, liability, damage, cost or expense results from the negligence of COMPANY.
K. COMPLIANCE. The Parties agree to be bound by state and federal laws and regulations governing equal opportunity and non-discrimination and immigration.
L. ARBITRATION. In the event of a dispute hereunder that involves the sum of Fifty Thousand Dollars ($50,000) or less, in money damages only, exclusive of interest, costs and attorneys’ fees, the parties will submit the matter to binding arbitration pursuant to the Arizona Arbitration Act, ARS 12-1501, et seq., (the “Act”) whose rules shall govern the interpretation, enforcement and proceedings pursuant to this paragraph. Except as otherwise provided in the Act, the decision of the arbitrator(s) shall be final and binding upon the parties.
M. STATE OBLIGATION. The parties recognize that the performance by the Arizona Board of Regents for and on behalf of The University of Arizona may be dependent upon the appropriation of funds by the Legislature of the State of Arizona. Should this Legislature fail to appropriate the necessary funds or if the University’s appropriation is reduced during the fiscal year, the Board of Regents may reduce the scope of the agreement or cancel the agreement without further duty or obligation. The Board agrees to notify the Sponsor as soon as reasonably possible after the unavailability of said funds comes to the Board’s attention.
N. CONFLICT OF INTEREST. This Agreement is subject to the provisions of A.R.S. 38-511 and the State of Arizona may cancel this Contract if any person significantly involved in negotiating, drafting, securing or obtaining this Contract for or on behalf of the Arizona Board of Regents becomes an employee in any capacity of any other party or a consultant to any other party with reference to the subject matter of this Contract while the Contract or any extension thereof is in effect.
O. COMPANY shall not use the names of UNIVERSITY or CENTER in any advertising or promotional material without first having the proposed use approved in writing by the UNIVERSITY’S Vice President for Research or his/her designee. Neither UNIVERSITY nor CENTER shall use COMPANY’s name in any advertising or promotional materials, other than as a list of current CENTER membership, without the prior written consent of the appropriate COMPANY official.
P. This agreement is made under and shall be construed and enforced in accordance with the laws of the State of Arizona.
Q. The provisions contained herein constitute the entire agreement and supersede all previous communications or representations, either verbal or written, between the parties hereto with respect to the subject material hereof. This Agreement may not be changed, altered, or supplemented except by written amendment hereto, signed by both parties.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed by their duly authorized representative.
UNIVERSITY OF ARIZONA BOARD OF REGENTS