Emory Research Agreement

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					Emory Research Agreement
THIS AGREEMENT is made and entered into this _____ day of _________________,
200__, (hereinafter “Effective Date”) by and between _________________________
with principal offices at _______________________________________________
(hereinafter referred to as "Sponsor") and EMORY UNIVERSITY, a non-profit
corporation with principal offices located at 1784 N. Decatur Road., Suite 510, Atlanta,
Georgia 30322 (hereinafter referred to as "EMORY").


WHEREAS, Sponsor wants to fund a research project to be performed at EMORY, and

WHEREAS, EMORY wants to perform such research.

NOW, THEREFORE, in consideration of the premises and mutual covenants herein
contained, the parties hereto agree to the following:

                              ARTICLE 1. DEFINITIONS

As used herein, the following terms shall have the following meanings:

1.1    "Project" shall mean the project entitled “_______________________________"
       which is described in Appendix A and is incorporated herein, to be performed
       under the direction of Dr. _________________, as Principal Investigator
       (hereinafter “INVESTIGATOR”).

1.2    "Contract Period" shall be from the Effective Date of this Agreement until the
       study is completed or terminated.

1.3    "EMORY Intellectual Property" shall mean all inventions, improvements or
discoveries, whether or not patentable or copyrightable, which are conceived or made by
one or more employees of EMORY during the Contract Period and directly result from
work performed pursuant to the Project.

                           ARTICLE 2. RESEARCH WORK

EMORY shall commence performance of the Project promptly after the last signing date
below, and shall use reasonable efforts to perform the Project substantially in accordance
with the terms and conditions of this Agreement. Sponsor and EMORY may, at any
time, amend the Project by written agreement.


During the Contract Period of this Agreement, representatives of EMORY shall be
available to meet with representatives of Sponsor at times and places mutually agreed

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upon to discuss the Project. EMORY will submit a final written report to Sponsor within
forty five (45) days of the conclusion of the Contract Period or earlier termination of the


4.1    Subject to Article 2, total Project costs to Sponsor shall not exceed the sum of
       ________________dollars ($_______). Payment shall be made by Sponsor
       according to the following schedule:

.2     All payments shall refer to this Agreement, the Principal Investigator, and UPN
       ________. Checks will be made payable to Emory University and forwarded to
       this address:
         Attn: Kathleen Hall, Assistant Director
         Office of Grants & Contracts Accounting
         1784 N. Decatur Road, Suite 530
         Atlanta, GA 30322

4.3    EMORY shall retain title to any equipment purchased with funds provided by
       Sponsor under this Agreement.

4.4    In the event of termination of this Agreement by Sponsor pursuant to Article 10
       hereof, Sponsor shall pay all costs accrued by EMORY as of the date of
       termination, including non-cancelable obligations.

                                 ARTICLE 5. PUBLICITY

Sponsor shall not use the name of EMORY, nor of any member of EMORY's Project
staff, in any publicity, advertising, or news release without the prior written approval of
an authorized representative of EMORY. EMORY shall not use the name of Sponsor, nor
any employee of Sponsor, in any publicity without the prior written approval of Sponsor.

                              ARTICLE 6. PUBLICATIONS

EMORY Project researchers shall be authorized to present at national or regional
symposia and professional meetings and to publish in journals, theses or dissertations, or
otherwise of their own choosing, methods and results of the Project. EMORY shall
provide Sponsor with a copy of any proposed publication or presentation at least thirty
(30) days in advance of submission of such proposed publication or presentation to a
journal, editor, or other third party. Sponsor shall have 30 days, after receipt of said copy,
to object to such proposed presentation or proposed publication because it discloses
Sponsor’s Confidential Information or patentable subject matter that Sponsor wants to
protect. If Sponsor makes an objection, the parties shall negotiate an acceptable version,
and said researcher shall refrain from making such publication or presentation for a
maximum of 30 days from the date of receipt of such objection.

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                          ARTICLE 7. CONFIDENTIALITY

7.1   During the term of this Agreement, Sponsor may provide INVESTIGATOR with
      information and materials, including but not limited to data, drawings, models,
      processes, trade secrets and devices which Sponsor requires its employees to hold
      in confidence (hereinafter referred to as "Proprietary Information").

7.2   INVESTIGATOR shall use reasonable care to hold in confidence Proprietary
      Information, if such information is provided to INVESTIGATOR in writing and
      marked as proprietary or confidential. If it is not feasible for Sponsor to initially
      disclose such information in writing, Sponsor shall reduce such information to
      writing and provide INVESTIGATOR with a copy of it, marked as proprietary
      and confidential, within thirty (30) days of the initial disclosure.
      INVESTIGATOR shall not disclose any Proprietary Information to any third
      party, nor use the same for his own benefit, without the prior written consent of

7.3   The obligations of confidentiality assumed by INVESTIGATOR hereunder shall
      not apply to any information: (i) that was known by EMORY before disclosure to
      INVESTIGATOR by Sponsor as evidenced by prior written records, (ii) which
      becomes part of the public domain through no fault of EMORY, (iii) which was
      obtained by EMORY from a third party under no obligation to Sponsor not to
      disclose the information, (iv) which is developed by EMORY independently of
      disclosures made hereunder as shown by written documentation, or (v) which is
      required to be disclosed by law, by audit standards, for insurance underwriting
      purposes, or for conflict resolution.

7.4   EMORY's obligations of confidentiality with respect to Proprietary Information
      shall continue for a period of three (3) years from the Effective Date of this

                                ARTICLE 8. PATENTS

8.1   All right and title to EMORY Intellectual Property shall belong to EMORY and
      shall be subject to the terms and conditions of this Agreement.

8.2   EMORY shall promptly and fully disclose to Sponsor any EMORY Intellectual
      Property. Sponsor agrees to hold all disclosed EMORY Intellectual Property in
      confidence until a patent application(s) is filed to protect the invention(s)
      encompassed within the disclosed EMORY Intellectual Property as provided for
      herein. Within sixty (60) days of such disclosure, Sponsor shall notify EMORY
      in writing if it wants EMORY to pursue patent protection for such EMORY
      Intellectual Property. EMORY shall promptly prepare, file and prosecute any US
      or foreign applications requested by Sponsor to protect such EMORY Intellectual
      Property. Sponsor shall bear all costs incurred in connection with such

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       preparation, filing, prosecution, and maintenance of U.S. and foreign
       application(s). Sponsor shall cooperate with EMORY to assure that such
       application(s) will cover, to the best of Sponsor’s knowledge, all items of
       commercial interest and importance. EMORY shall be primarily responsible for
       making decisions regarding the scope and content of such patent application(s)
       and the prosecution thereof. Sponsor shall be given the opportunity to review and
       comment upon such patent application(s). EMORY shall keep Sponsor advised as
       to all developments with respect to such application(s) and shall promptly supply
       Sponsor with copies of all papers received and filed in connection with the
       prosecution thereof in sufficient time for Sponsor to comment thereon.

8.3    If Sponsor elects not to request that EMORY prepare and file a patent application
       covering any EMORY Intellectual Property disclosed to Sponsor pursuant to 8.2
       herein or if Sponsor decides to discontinue the financial support of the
       prosecution or maintenance of any patent applications or patents covering such
       disclosed EMORY Intellectual Property, such EMORY Intellectual Property shall
       not be subject to Article 9 herein and EMORY shall be free, at its election, to file,
       prosecute, abandon or maintain any patents or applications covering such
       EMORY Intellectual Property and to grant rights to such EMORY Intellectual
       Property to other third parties.

                           ARTICLE 9. GRANT OF RIGHTS

Subject to Sponsor’s compliance with all the terms of this Agreement and subject to any
pre-existing rights of any third parties including the United States government,, EMORY
hereby grants Sponsor a fully paid-up exclusive option to negotiate an exclusive,
sublicensable, worldwide license for the manufacture, sale and use of any invention
encompassed within EMORY Intellectual Property on terms to be mutually agreed. The
license shall include terms which require Sponsor to reimburse EMORY for all
unreimbursed expenses incurred in obtaining patent protection for any licensed
technology and shall further require Sponsor to defend, hold harmless, and indemnify
EMORY against all claims or damages arising from the commercial exploitation of any
licensed technology. The license agreement shall include reasonable fees and royalty
payments in accordance with industry standards. The license shall further include terms
and conditions typically found in license agreements entered into between universities
and biotechnology or pharmaceutical companies involving similar technology. All such
remaining terms and conditions shall be negotiated in good faith by EMORY and
Sponsor. The term of Sponsor’s option respecting any EMORY Intellectual Property
disclosed shall commence upon the Effective Date and terminate six (6) months after
such EMORY Intellectual Property is disclosed to Sponsor. Sponsor may exercise its
option to negotiate a license by informing EMORY in writing during the term of the
option. If Sponsor and EMORY cannot reach agreement on the terms of the license
within six (6) months after the date Sponsor exercised its option in writing or if Sponsor
chooses to not exercise its option during the term of the option, EMORY shall be free to
license such disclosed EMORY Intellectual Property to other third parties.

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EMORY shall retain ownership of any data which results from the Project. EMORY
shall, within the bounds of legal requirements, make such data available for review and
copying by Sponsor, for Sponsor's use.

                      ARTICLE 11. TERM AND TERMINATION

11.1   This Agreement shall become effective upon the Effective Date and shall
       continue until the Project is completed, unless sooner terminated in accordance
       with the provisions of this Article.

11.2   If either party commits any breach or defaults upon any of the terms or conditions
       of this Agreement, and fails to remedy such default or breach within ninety (90)
       days after receipt of written notice thereof from the other party, 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.

11.3   This Agreement may be terminated by the Sponsor for any reason, other than
       those listed here, upon thirty (30) days prior written notice.


In the performance of all services hereunder:

12.1   EMORY shall be deemed to be and shall be an independent contractor, and as
       such, EMORY shall not be entitled to any benefits applicable to employees of

12.2   Neither party is authorized or empowered to act as agent for the other for any
       purpose and shall not on behalf of the other enter into any contract, warranty, or
       representation as to any matter.

12.3   Neither party shall be bound by the acts or conduct of the other

                           ARTICLE 13. GOVERNING LAW

This Agreement shall be governed and construed in accordance with the laws of the State
of Georgia without regard to conflict of laws provisions.

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Any agreement to change the terms of this Agreement in any way shall be valid only if
the change is made in a written document, signed by authorized representatives of the

                                ARTICLE 15. NOTICES

Notices, invoices, communications, and payments hereunder shall be deemed made if
given by registered or certified mail, postage prepaid, and addressed to the party to
receive such notice, invoice, or communication at the address given below, or such other
address as may hereafter be designated by notice in writing:

If to Sponsor:

If to EMORY: (all non-Intellectual Property matters)
       Shawn Akkerman, PharmD
       Office of Sponsored Programs
       1784 N. Decatur Road, Room 510
       Atlanta, GA 30322

If to EMORY (all Intellectual Property matters)
       Mary L. Severson, Ph.D., J.D.
       Chief Technology Officer and Associate Director
       Office of Technology Transfer
       1784 N. Decatur Road, Room 130
       Atlanta, GA 30322

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IN WITNESS WHEREOF, the parties have caused this agreement to be executed as of
the day and year first above written.

EMORY UNIVERSITY                         ______________________________

By: __________________________           By:________________________________

Name: Shawn Akkerman                     Name:_____________________________

Title: Director                          Title:_______________________________

Date:__________________________          Date:_______________________________


By: ____________________________

Name: _________________________

Title: ___________________________


REVISED 11/2/06

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