University of Wisconsin-Madison
Standard Research Agreement

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This research agreement is entered into on between the Board of Regents of the University of Wisconsin System on behalf of the University of Wisconsin-Madison, a public educational institution of the State of Wisconsin, hereinafter referred to as "the University," and , a existing under the laws of , hereinafter referred to as "the Sponsor."

Whereas the research program contemplated by this agreement is of mutual interest and benefit to the University and to the Sponsor, and will further the University's instructional and research objectives in a manner consistent with its status as a non-profit, tax-exempt, educational institution.

Now therefore, the parties hereto agree as follows:

  1. Statement of Work

  2. The Sponsor desires to have the University undertake a research project entitled "" in accordance with the scope of work described in Exhibit A. The University agrees to use reasonable effort to perform the research project described in Exhibit A("the Research"). The Sponsor acknowledges that the University makes no expressed or implied warranties for results of the research.

  3. Principal Investigator

  4. The Research will be supervised by ("Principal Investigator"). If for any reason he/she is unable to continue to serve as principal investigator and a successor, acceptable to both the University and the Sponsor, is not available, this agreement shall be terminated as provided in Article 6.

  5. Period of Performance

  6. This Research will be conducted during the period through and may be extended by mutual agreement of the parties.

  7. Reimbursement of Costs

  8. The University shall be reimbursed by the Sponsor for all direct and indirect costs incurred in connection with the Research up to the amount of $ (Budget is attached as Exhibit B). While it is estimated that this amount is sufficient to conduct the Research, the University may submit to the Sponsor a revised budget requesting additional funds. The Sponsor is not liable for any cost in excess of the amount specified herein without written authorization from the Sponsor.

  9. Payment Schedule (Choose one of the following options by selecting the appropriate radio button)

  10. This is a fixed-price agreement. Upon execution of this Agreement, the University will submit an invoice for full payment due within thirty (30) days from receipt of the invoice.

    This is a fixed-price agreement. Upon execution of this Agreement, the University will submit invoices for payment due within thirty (30) days from receipt of the invoice in accordance with the following schedule:
    60% is due upon execution of the agreement;
    30% is due days from the start date of the project;
    10% is due 30 days after the period of performance ends.

    The University will submit invoices in accordance with exhibit B. Payments are due within thirty (30) days from receipt of the invoice.


  11. Termination

  12. Performance under this Agreement may be terminated by the Sponsor upon sixty (60) days written notice; performance may be terminated by the University if circumstances beyond its control preclude continuation of the Research. Upon termination, the University will be reimbursed for all costs and non-cancelable commitments incurred in the performance of the Research and not yet paid for, such reimbursement together with other payments not to exceed the total estimated project cost specified in Article 4.

    In the event that either party hereto shall commit any breach of or default in any of the terms or conditions of this Agreement, and also shall fail to remedy such default or breach within thirty (30) days after receipt of written notice thereof from the other party hereto, the party giving notice may, at its option and in addition to any other remedies which it may have at law or in equity, terminate this Agreement by sending notice of termination in writing to the other party to such effect, and such termination shall be effective as of the date of the receipt of such notice.

  13. Intellectual Property Rights

  14. A. Ownership

    i. Rights to any invention, improvement, discovery, whether or not patentable or copyrightable, which was reduced to practice or conceived and developed in the performance of the Research and made solely by Principle Investigator and/or other scientists and researchers working under the supervision of the Principle Investigator at University pursuant to this Agreement (hereinafter "University Researchers"), shall belong to the University ("University Invention").

    ii. Rights to any invention, improvement, and discovery, whether or not patentable or copyrightable, which resulted from the performance of the Research and which was made jointly by one or more Sponsor employees or agents and one or more University Researchers, shall belong to Sponsor and the University jointly ("Joint Invention"). Both Sponsor and the University shall have the right to non-exclusively license, make, have made, reproduce, use, have used, sell, and offer to sell any Joint Invention without consulting the other party.

    iii. Inventorship of any invention, improvement, or discovery resulting from the Research shall be determined in accordance with U.S. patent laws.

    B. Disclosure

    i. University Researchers shall disclose to the University each University Invention and each Joint Invention resulting from the performance of the Research. University Researchers shall assign to the University's designated patent management organization, the Wisconsin Alumni Research Foundation ("WARF"), all of their right, title and interest in and to any University Invention and Joint Invention.

    ii. University will promptly disclose to Sponsor in writing each University Invention and each Joint Invention disclosed to it under Article 7B.i. above. Sponsor agrees to hold all details provided with such disclosure in confidence and to not disclose such details to others in a manner that would affect the patentability of the disclosed University Invention or Joint Invention.

    C. Patent Prosecution

    i. WARF will evaluate each University Invention assigned to it and may, in its sole discretion and expense, take steps to seek patent protection thereof. Any and all resulting patents and patent applications will be solely owned by WARF. In the event that WARF elects not to obtain patent protection for a particular University Invention, WARF and Sponsor shall determine an appropriate course of action in regards to that University Invention.

    ii. Although Sponsor and WARF agree that each has responsibility for management of inventions produced solely by its employees in accordance with appropriate government regulations and its own institutional policy, it is recognized that more effective enablement of commercialization of Joint Inventions will require a unified approach. Shortly following the disclosure of a Joint Invention, technical and patent representatives of Sponsor and WARF will discuss details of handling such Joint Invention.

    D. License Option

    Sponsor shall receive an option (the "Option") to negotiate a royalty-bearing license to each University Invention and to WARF's interest in each Joint Invention. The Option will extend for a period of sixty (60) days from the date of Sponsor's receipt of University's written notice of the University Invention or Joint Invention, as the case may be (the "Option Period"). The terms and conditions of any such license will be negotiated in good faith and agreed upon in writing between Sponsor and WARF within ninety (90) days of Sponsor notifying WARF that it is exercising its Option ("Negotiation Period"), and shall include license terms standard for agreements between a university and industry. All such licenses will be subject to rights retained by the United States government in accordance with Chapter 18 of Title 35 of the United States Code (35 U.S.C. 200-212) and the regulations thereunder (37 C.F.R. Part 401). Should Sponsor and WARF fail to agree upon license terms during the Negotiation Period, the Option will expire and WARF and the University shall be free of any obligation to Sponsor with regard to the University Invention and/or Joint Invention subject to the Option.

  15. Publication

  16. The University and its employees shall have the right, at their discretion, to release information or to publish any data, writings, or material resulting from the Research or to use such in any way for its educational and research purposes. The University shall furnish the Sponsor with a copy of any proposed publication in advance of the proposed publication date and grant the Sponsor thirty (30) days for review and comment. Such delay shall not, however, be imposed on the filing of any student thesis or dissertation.

  17. Consultation

  18. Selected personnel of the Sponsor, designated by the Sponsor to the University, shall have the right to confer with the Principal Investigator and his/her associates for such reasonable periods and at such times as are mutually convenient.

  19. Publicity

  20. The Sponsor shall not use the name of the University, nor any member of the University's staff in connection with any products, promotion, or advertising without the prior written approval of the University.

  21. Reports

  22. The University shall furnish to the Sponsor periodic letter reports during the term of this Agreement summarizing the research being conducted. A final report setting forth the accomplishments and significant research findings shall be prepared by the University and submitted to the Sponsor within ninety (90) days after the expiration of this Agreement.

  23. Proprietary Data

  24. Unless otherwise required by law, the University will exercise reasonable effort to maintain in confidence proprietary or trade-secret information disclosed or submitted to the University by the Sponsor that is designated in writing as confidential information at the time of disclosure ("Confidential Information"). Confidential Information does not include information which:


    The University retains the right to refuse to accept any such information which is not considered to be essential to the completion of the Research. The obligations of the University under this paragraph shall survive and continue for one (1) year after this Agreement ends.

  25. Human Subjects Protections


  26. In the event that the Scope of Work involves the use of humans as research subjects, the University will conduct such research in accordance with the written protocol approved by the appropriate Institutional Review Board, applicable law, and the University’s ethical standards.

  27. Liability

  28. The Sponsor agrees to hold the University, its officers, employees, or agents, harmless from any loss, claim, damage, or liability of any kind involving an officer, employee, or agent of the Sponsor arising out of or in connection with this Agreement, except to the extent that such loss, claim, damage, or liability is founded upon or grows out of the acts or omissions of any of the officers, employees, or agents of the University while acting within the scope of their employment where protection is afforded by ss. 893.82 and 895.46(1), Wis. Stats.

  29. Warranties

  30. THE UNIVERSITY MAKES NO WARRANTIES, EXPRESSED OR IMPLIED, AS TO ANY MATTER WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THE CONDITION OF THE RESEARCH OR ANY INVENTION(S) OR PRODUCT(S), WHETHER TANGIBLE OR INTANGIBLE, CONCEIVED, DISCOVERED, OR DEVELOPED UNDER THIS AGREEMENT; OR THE OWNERSHIP, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE OF THE RESEARCH OR ANY SUCH INVENTION OR PRODUCT. The University shall not be liable for any direct, indirect, consequential, special or other damages suffered by any licensee or any others resulting from the use of the Research or any such invention or product.

  31. Equipment

  32. Title to any equipment or supplies purchased or manufactured in the performance of the work funded under this Agreement shall vest in the University upon acquisition.

  33. Assignment

  34. Neither party shall assign this Agreement to another without the prior written consent of the other party; however, the Sponsor may assign this Agreement to a successor in ownership of all or substantially all its business assets, provided that such successor shall expressly assume in writing the obligation to perform in accordance with the terms and conditions of this Agreement. Any other purported assignment shall be void.

  35. Independent Inquiry

  36. Nothing in this Agreement shall be construed to limit the freedom of researchers who are participants in this Agreement, whether paid under this Agreement or not, from engaging in similar research inquiries made independently under other grants, contracts or agreements with parties other than the Sponsor.

  37. Independent Contractor

  38. In the performances of all services under this Agreement:


  39. Insurance


  40. Notices

  41. Notices and communications 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 addresses as may hereafter be designated by notice in writing.

    If to the Sponsor:

    Sponsor Technical Matters:

    Sponsor Administrative Matters:

    If to the University:

    Principal Investigator's address block:

    University Administrative Matters:

    Research and Sponsored Programs
    21 North Park Street, Suite 6401
    Madison, WI 53715

  42. Governing Law

  43. This Agreement shall be governed by the laws of the State of Wisconsin.

  44. Entire Agreement

  45. Unless otherwise specifically provided, this Agreement embodies the entire understanding between the University and the Sponsor for this project, and any prior or contemporaneous representations, either oral or written, are superseded. No amendments or changes to this Agreement, including without limitation, changes in the statement of work, total estimated cost, and period of performance, shall be effective unless made in writing and signed by authorized representatives of the parties.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement in duplicate by proper persons duly authorized.

Signature for: Sponsor

Name
Title
Date _________________

Signature for: Board of Regents of the University of Wisconsin System

Kim Moreland
Director
Research and Sponsored Programs
Date _________________

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Last Revised: September 09