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TECHNICAL ASSISTANCE AGREEMENT
THIS AGREEMENT is made and entered into this day of 19 ,
by and between a corporation organized and existing under the laws of the
State of , hereinafter referred to as "Sponsor," and Michigan State University, a
non-profit educational and research organization, hereinafter referred to as "Institution."
Sponsor and Institution desire to enter into an agreement whereby Institution will
provide technical assistance on a Project as outlined in its proposal dated
(hereinafter, referred to as Scope of Work), attached hereto as Exhibit A.
NOW, THEREFORE, in consideration of the premises, the parties hereto agree as
follows:
1. Institution shall provide technical assistance for the Project as defined in the Scope
of Work.
2. The Institution’s Project Manager for this Project shall be . In addition,
Institution may also designate one or more graduate students to assist the Project
Manager in conducting the technical assistance, who, in the judgment of
Institution, are capable of carrying out such technical assistance. Sponsor's
Technical Coordinator for this Project will be .
3. The term of this Agreement, and the duration of the technical assistance to be
provided for the Project to be carried out hereunder, shall commence on
, 199 , and end on , 199 .
4. To provide financing for Institution's performance on this Project Sponsor agrees to
pay Institution the aggregate and fixed sum of $ . It is agreed that
Sponsor will not be obligated to pay Institution in excess of said sum unless such
sum in increased with the prior written consent of Sponsor or a written modification
of this Agreement shall have been entered into between the parties. It is also
agreed that Institution shall not be obligated to incur any expenditures in excess of
this amount. The schedule of payments will be agreed upon by the parties with
payments due upon receipt of an invoice from the Institution.
5. Institution and the Sponsor hereby recognizes and agrees that each party may
have access during the conduct of the Project to confidential documents and
various forms of proprietary information of each party. Both parties agree that they
shall treat all such documents and information as confidential and not disclose
their content to any person without the prior written authorization of the other party.
This non-disclosure obligation shall survive the termination of this Agreement for
three years. The above obligations of confidentiality, with regard to both party's
MSU is an Affirmative Action/Equal Opportunity Institution
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obligations, shall not apply to:
a) information which is provably in the possession of the recipient prior
to receipt hereunder;
b) information which is now or later becomes generally available to the
public without breach hereof; or
c) information received from a third party having the right to disclose such
information without restriction.
Institution and Sponsor shall advise all of their employees and agents, and
students (if applicable), who are or will be involved with the Project, of this non-
disclosure obligation prior to their participation in the Project. The Institution’s
employees, agents, and students, will be required to sign a copy of Exhibit B. The
Project Manager shall retain the signed Exhibit B’s. Exhibit D is provided in the
event Sponsor wishes to have their employees or agents sign a similar document.
6. Institution agrees that all Project information or results as defined in the Scope of
Work shall be made available to Sponsor at any reasonable time, subject to the
terms and conditions of this Agreement. Institution, in addition to providing the
reports as described in Paragraph 7, shall communicate promptly and without
request all information which it deems pertinent to the Project as it progresses.
7. During the term of this Project, Institution shall furnish letter progress reports to
Sponsor covering important points of progress, results, and problems
encountered. Institution shall attach to these reports pertinent data developed in
the course of the Project. These attachments need not be specifically prepared or
formatted solely for reporting purposes. As part of the letter reports, informal oral
reviews may occur between the Project Manager and Sponsor's Technical
Coordinator. Within thirty (30) days after completion of this technical assistance
project Institution shall submit to Sponsor a final report covering results of the
Project. The final report shall clearly describe the achievements of the technical
assistance and include, where appropriate, all mathematical and engineering
design parameters pertinent to the concepts tested. If necessary a specific course
of follow-on action with expected results, estimated costs, and schedule, shall be
included.
8. Before publishing or making any public disclosure that would jeopardize proprietary
information Institution will give Sponsor an opportunity to review the manuscript
and related illustrations and will consider suggested modifications and/or
reasonable delays to enable the filing of applications for patents or to remove any
of Sponsor's Confidential Information in the event that such Confidential
Information were disclosed to Institution by Sponsor pursuant to the technical
assistance provided under this Agreement. Sponsor shall have at least thirty (30)
days within which to review the proposed publication and will either grant written
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concurrence for immediate publication or suggest the above noted modifications
and/or reasonable delays. In any event, such reasonable delays shall not exceed
six (6) months from the date of receipt of the proposed publication by Sponsor.
9. All rights and title to any inventions, patents obtained, or any such inventions,
computer programs, data processing techniques and the like made under this
Agreement shall vest in Institution.
10. All correspondence between the parties hereto shall be directed to each party as
follows:
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If regarding the Project:
Institution Sponsor
Michigan State University
East Lansing, MI 48824
Phone: (517) Phone:
Fax: (517) Fax:
E-mail: E-mail:
If regarding the contract:
Michigan State University
Contract and Grant Administration
301 Administration Building
East Lansing, MI 48824
Phone: (517) 355-8729
Fax: (517) 353-9812
E-Mail: salas@cga.msu.edu
11. Neither party may assign any of its rights or delegate any of its obligations under
this Agreement without the prior written consent of the other party hereto.
12. Sponsor agrees to be legally responsible for, and pay all claims, damages,
losses, liabilities, costs and expenses (including but not limited to attorney's fees)
which Institution may incur arising out of acts or omissions on the part of
Sponsor, its employees or agents who are in the performance of Sponsor’s
responsibilities pursuant to the terms of this Agreement. Sponsor's responsibility
shall not extend to any claims, damages, losses, liabilities, costs and expenses
caused by the acts or omissions of the Institution or its employees or agents who
are in the performance of Institution’s responsibilities pursuant to the terms of
this Agreement.
13. Any of Sponsor’s employees or agents who, while in an Institution laboratory will
assist, advise, or make recommendations to any Institution employees or agents,
or who will work or observe in an Institution laboratory, shall attend a laboratory
safety session conducted by the Institution's Office of Radiation, Chemical and
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Biological Safety (ORCBS). Any of Sponsor’s employees or agents who will
need to enter an Institution laboratory must attend the laboratory safety session
prior to entering the laboratory. It shall be Sponsor’s obligation to contact the
ORCBS, in coordination with the Project Manager, to arrange attendance for
Sponsor’s employees or agents.
14. A Sponsor employee or agent will not enter into any Institution laboratory except
with the explicit approval of the Project Manager or the explicit approval of a
person designated by the Project Manager. Approvals to enter an Institution
laboratory may include restrictions of any kind, which shall be strictly observed
by Sponsor's employees or agents.
15. Sponsor shall provide Institution with a certificate of insurance indicating
comprehensive general liability insurance of at least One Million Dollars
($1,000,000.00) and Worker's Compensation at statutory limits which will provide
coverage for the Sponsor’s activities under this Agreement.
16. Sponsor's employees and agents who are subject to Section 13 above shall sign
Exhibit C of this Agreement prior to attending the laboratory safety session.
17. It is agreed that any conflict in this Agreement between a term or condition
contained in Sections 1-17 and any term or condition in Exhibit A, the Scope of
Work, shall be resolved in favor of the term or condition in Sections 1-17.
The parties hereto have executed this Agreement on the date first written above. The
individuals signing below certify that they have the legal authority to sign on behalf of
their respective party to this Agreement.
MICHIGAN STATE UNIVERSITY: SPONSOR:
Signature Signature
Title . Title .
Date . Date .
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EXHIBIT A
Scope of Work
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EXHIBIT B
Individual Agreement Regarding
Confidentiality and
Assignment of Inventions and Discoveries
The undersigned individual declares that he/she has read and understands the
terms of the Agreement between Michigan State University and Sponsor concerning the
technical assistance to be provided by Michigan State University under this Agreement.
The undersigned also agrees to maintain all information resulting from such
technical assistance in confidence, and to maintain any confidential information
disclosed to her/him in confidence, according to the terms of this Agreement.
The undersigned individual hereby assigns to Michigan State University any
inventions or discoveries arising pursuant to said technical assistance; however, any
assignment hereunder is subject to or may be superseded by any other agreement
between the undersigned individual and Michigan State University regarding
assignment of inventions or discoveries to Michigan State University.
AGREED TO AND ACCEPTED:
Date:_______________ Signature:____ __________
Name:_____ ______________
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EXHIBIT C
Agreement by
Sponsor’s Employee or Agent
To Hold Michigan State University Harmless
The undersigned hereby confirms that I am an employee of Sponsor from whom I
receive compensation and benefits for the work I do. The activities I am engaged in
while on the premises of Institution are to assist my employer, Sponsor, in completing
Sponsor’s obligations under this Agreement. As such, I understand and agree that I will
not file any Workers Compensation claim against Institution for any injuries suffered by
me while I am fulfilling my employment responsibilities to Sponsor. I also agree to hold
Institution harmless for any physical injuries to me personally or for any damages or
loss to my property which may occur while on Institution property or while I am fulfilling
my employment responsibilities to Sponsor.
AGREED TO AND ACCEPTED:
Date:_______________ Signature:____ __________
Name:_____ ______________
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EXHIBIT D
Individual Agreement Regarding Confidentiality
The undersigned individual declares that he/she has read and understands the
terms of the Agreement between Michigan State University and Sponsor concerning the
technical assistance Sponsor is receiving from Michigan State University under this
Agreement.
The undersigned agrees to maintain all information resulting from such technical
assistance in confidence, and to maintain any confidential information disclosed to
her/him in confidence, according to the terms of this Agreement.
AGREED TO AND ACCEPTED:
Date:_______________ Signature:____ __________
Name:_____ ______________
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JFS/jfs/\C:\Windows\WORD\(K)\TecAs(K)\Ex. D
