Letter Agreement by lp8qDqC


									                                    LETTER AGREEMENT


This agreement is entered into by and between the University of Central Florida, on behalf of its
Board of Trustees (UCF), and [COMPANY].

I.     [COMPANY] hereby retains UCF to undertake the following activities:


II.    This is a fixed price agreement in the amount of [$]. The term of this agreement shall
       begin on                      and will terminate on                 . Payment Schedule:
       Upfront, Quarterly, etc.

       Payment in the amount of [$] shall be made payable to the University of Central Florida
       and remitted to the attention of Finance and Accounting, University of Central Florida,
       12424 Research Parkway, Suite 300, Orlando, FL 32826-0975.

III.   Either party desiring to issue a news release, public announcement, advertisement, or other
       form of publicity concerning its efforts in connection with this Agreement shall give full
       consideration to the role and contributions of the other party and shall obtain the prior
       written approval of the other party. Each receiving party shall not withhold publication
       approval more than sixty days (60) from receipt of such request unless said publication is
       proprietary to the receiving party, upon which the Parties will negotiate on acceptable
       version of the publication.

IV.    Inventions or any copyrightable material or other intellectual property made solely by
       [COMPANY] employees and staff under this Agreement will be solely owned by the
       [COMPANY]. Inventions or any copyrightable material or other intellectual property
       made jointly by faculty and staff of both UCF and [COMPANY] will be owned jointly by
       UCF and [COMPANY], who agree to jointly determine patent filing and licensing
       responsibilities. Inventions or any copyrightable material or other intellectual property
       made solely by UCF faculty and staff will be solely owned by UCF. All persons who
       perform any part of the work under this Agreement and who may be reasonably expected
       to make inventions, including screening compounds or materials synthesized, must be
       covered by this Agreement.
         “Background Intellectual Property” means individually and collectively all inventions,
         improvements and/or discoveries, patentable or unpatentable, copyrightable or
         uncopyrightable, including but not limited to mask works, computer software, both object
         and source code, data bases and works of Authorship, which were in existence, prior to
         the execution date of this Agreement. For the purposes of this Section, the “Making” of
         inventions shall be governed in accordance with 35 USC Section 101 et seq.

         “Existing Background Intellectual Property”. The parties agree that any existing
         background intellectual property and/or inventions and technologies of a Company,
         University, and Investigator existing prior to the execution of this Agreement are their
         separate property, respectively, and are not affected by this Agreement. Neither party
         shall acquire any claims to or rights in any background intellectual property and/or
         technologies in existence prior to the execution date of this Agreement.

V.       UCF will be accountable for and hold title to all equipment purchased under this
         Agreement and will be responsible for employing it for the overall purpose of the project.
         UCF agrees to maintain sufficient records to enable Company to fulfill its accountability.

VI.      UCF is responsible for the submission of the following project deliverables:

IN WITNESS WHEREOF, the parties hereto have executed this agreement as the                  day of
           , 20 .

FOR [COMPANY]                                 FOR UNIVERSITY OF CENTRAL FLORIDA

Name:                                         Name:
Title:                                        Title:

Date                                          Date

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