*Used Prior to Submission of SBIR or STTR
COLLABORATIVE RESEARCH AGREEMENT This agreement between [SBC]., a small business concern organized as a Corporation under the laws of and having a principal place of business (“SBC”) and the University of Central Florida, [Department], on behalf of its Board of Trustees, a research institution having a principal place of business at Office of Research, 12443 Research Parkway, Suite 302, Orlando, FL 32826-3252 (“RI”) is entered into for the purpose of allocating between the parties certain rights relating to an SBIR project to be carried out by SBC and RI (hereinafter referred to as the “PARTIES”) under at SBIR funding agreement entitled “[Title]” submitted or to be submitted to [Funding Agency] by SBC on or about [Deadline]. Article I Applicability of this Agreement
This Agreement shall be applicable only to matters relating to the SBIR project referred to in the preamble above. If a funding agreement for an SBIR project is awarded to SBC based upon the SBIR proposal referred to in the preamble above, SBC will promptly provide a copy of such funding agreement to RI and SBC will make a subaward to RI in accordance with the funding agreement, the proposal, and this Agreement. If the terms of such funding agreement appear to be inconsistent with the provisions of this Agreement, the PARTIES will attempt in good faith to resolve any such inconsistencies. However, if such resolution is not achieved within a reasonable period, SBC shall not be obligated to award nor RI to accept the subaward. If a subaward is made by SBC and accepted by RI, this Agreement shall not be applicable to contradict the terms of such subaward or of the funding agreement awarded by AGENCY to SBC except on the grounds of fraud, misrepresentation, or mistake, but shall be considered to resolve ambiguities in the terms of the subaward. The provisions of this Agreement shall apply to any and all consultants, subcontractors, independent contractors, or other individuals employed by SBC or RI for the purposes of this SBIR project. Article II Disclosure and Publication
The parties agree that it is part of the RI’s function to disseminate information and to make it available for the purpose of scholarship. SBC shall be furnished with copies of any proposed publication relating to this Agreement at least sixty (60) days in advance of presentation or publication. If SBC does not object in writing to such disclosure within thirty (30) days of receipt, RI shall be free to proceed. In the event written objection is made, the parties shall negotiate in good faith an acceptable version of the proposed publication. RI shall be free to publish after termination of this Agreement subject to confidentiality requirements, if any. Article III Intellectual Property
“Project Intellectual Property” means all rights to patentable inventions, copyrightable material, technical information such as software, models, prototypes, specifications, patterns, drawings, genetic material and other proprietary information first made or reduced to practice during the performance of this SBIR project.
*Used Prior to Submission of SBIR or STTR
“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. “Joint Intellectual Property” means any Intellectual Property developed jointly by SBC and RI in the execution of any subcontract between the Parties resulting from this SBIR proposal. The parties agree that any existing background intellectual property and/or inventions and technologies of a SBC, RI and Investigators 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. The RI and SBC shall promptly report and disclose to the other party all information that could be Project Intellectual Property after disclosure by the inventor to his cognizant patent and intellectual property manager. All RI’s Project Intellectual Property shall vest and remain with the RI. All SBC’s Project Intellectual Property shall vest and remain with the SBC. Joint Intellectual Property will be owned jointly by SBC and RI, who agree to jointly determine filing and licensing subject to Title 35 of the United States Code for Patents and Title 17 of the United States Code for Copyrights. In addition to the Government’s rights under Patent rights clause of 37 CFR 401.14, the Parties agree that the Government shall have an irrevocable, royalty free, nonexclusive license for any Governmental purposes in any Project Intellectual Property. Article IV Termination
This agreement shall automatically expire upon the first occurrence of any of the following events: 1. 2. 3. 4. 5. Execution of the contemplated subcontract between SBC and RI. Written agreement of the Parties to terminate. Six (6) months from the effective date of this Agreement. Award of the Prime Contract to someone other than SBC. The Parties’ failure to agree on the provisions of the subcontract(s) after good faith negotiations after (3) months from the date of the award of the Prime Contract. Agreement
Article V
The captions appearing are inserted only as a matter of convenience and in no way define, limit or describe the scope or intent of this Agreement or any of its provisions. Nothing herein shall prevent compliance by RI with applicable law including but not limited to Chapter 119 and Section 768.28, Florida Statutes.
*Used Prior to Submission of SBIR or STTR
IN WITNESS WHEREOF, the Parties have executed this Agreement to be effective as of the date of execution.
UNIVERSITY OF CENTRAL FLORIDA
[SBC]
Name: Title:
Name: Title:
Date:
Date: