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
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.
ARTICLE 3. REPORTS AND CONFERENCES
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
ARTICLE 4. COSTS, BILLINGS, AND OTHER SUPPORTS
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
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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ARTICLE 10. DATA AND RESULTS OF RESEARCH
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.
ARTICLE 12. INDEPENDENT CONTRACTOR
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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ARTICLE 14. AGREEMENT MODIFICATION
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:_______________________________
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