Computer Transfer Agreement

							                                                                                  NP-fee-DVD – S. Belongie


                             MATERIALS TRANSFER AGREEMENT



This agreement ("AGREEMENT") is effective on the date of the last authorized signatures of the
parties ("Effective Date"). The parties in this AGREEMENT are <fill in: INSTITUTION NAME>,
(“RECIPIENT”), a non-profit academic institution located at <fill in: INSTITUTION ADDRESS>, and
The Regents of the University of California located at 1111 Franklin Street, 12th Floor, Oakland,
California 94607-5200 ("UNIVERSITY"), represented by its San Diego campus located at the
University of California San Diego, Technology Transfer Office, 9500 Gilman Drive, La Jolla,
California 92093-0910 ("UCSD").



                                            RECITALS

WHEREAS, a documentary video on computer vision titled, “Computer Vision: Fact & Fiction”, was
made in the course of study at UCSD by Dr. Serge Belongie and associates and was disclosed to
UNIVERSITY as UC Docket No. SD2006-809 ("Movie");

WHEREAS, Dr. Belongie is an academic participant within the California Institute for
Telecommunications & Information Technology (“CalIT2”) at UCSD;

WHEREAS, UNIVERSITY owns the title of and all rights that subsist in Movie;

WHEREAS, UNIVERSITY possesses physical embodiments of the Movie in the form of digital video
discs (“DVD”);

WHEREAS, UNIVERSITY wishes to share Movie with other non-profit academic institutions to spur
academic instruction, thought and debate on the subject of computer vision technology and special
effects;

WHEREAS, RECIPIENT desires to possess Movie for the purpose of providing academic instruction,
criticism and comment on the subject of computer vision technology and special effects, as
exemplified by the motion picture industry ("PURPOSE"), and UNIVERSITY is willing to provide
copies of Movie for the PURPOSE;

NOW, THEREFORE, the parties agree that:




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                              ARTICLE 1. MATERIALS TRANSFER

        1.1    Definitions:

               (a)    “MATERIAL” shall mean one DVD containing:

                              1 copy of Movie

               (b)     “Term” means the period of time beginning on the Effective Date and
                      extending indefinitely unless terminated under the provisions of Article 4.

               (c)    “Site” means the research facilities of the RECIPIENT.



        1.2    Title to the MATERIAL shall remain with UNIVERSITY.

        1.3    RECIPIENT shall use the MATERIAL only for the PURPOSE and for no other purpose.

        1.4    RECIPIENT shall not modify the MATERIAL without the written permission of
               UNIVERSITY.

        1.5    RECIPIENT shall not transfer MATERIAL to any third party without the express
               written consent of UNIVERSITY. RECIPIENT shall safeguard MATERIAL against
               unauthorized transfer with the same degree of care as it exercises with its own
               materials of a similar nature.

        1.6    Subject to the limitations set forth in this AGREEMENT, UNIVERSITY grants to
               RECIPIENT the right to possess and use the MATERIAL only for the Purpose, in the
               Site, and during the Term.

        1.7    At the written request of the University, RECIPIENT shall return MATERIAL to
               UNIVERSITY within 30 days upon termination of this AGREEMENT as provided for
               in Article 4, in the same condition in which RECIPIENT received the MATERIAL.



                       ARTICLE 2. COST REIMBURSEMENT AND MODIFICATIONS

        2.1    In consideration of the transfer of MATERIAL and the grant provided herein,
               RECIPIENT shall reimburse UNIVERSITY the sum of fifty US Dollars ($50.00) for each
               copy of Movie under MATERIAL, including but not limited to reproduction costs,
               packaging costs and shipping, upon execution of this AGREEMENT. The cost
               reimbursement for developing and producing the MATERIAL is non-refundable,
               except as provided for in Paragraph 3.2, and shall be made with a check payable to

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               “The Regents of the University of California” and mailed to the UC San Diego
               Technology Transfer Office, 9500 Gilman Dr. La Jolla, CA 92093-0910. (Please
               reference taxpayer identification number: 95-6006144).

        2.2    RECIPIENT shall make reference to the MATERIAL, CalIT2, the University of
               California, San Diego and UNIVERSITY in all publications which include data
               obtained by use of the MATERIAL.



                      ARTICLE 3. WARRANTIES and INDEMNIFICATION

        3.1    UNIVERSITY warrants that it:

               (a) has the right to enter into this AGREEMENT;

               (b) has the right to transfer the MATERIAL to RECIPIENT.


        3.2    MATERIAL is provided WITHOUT WARRANTY OF MERCHANTABILITY or
               WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE or any other warranty,
               express or implied. UNIVERSITY makes no representation or warranty that the use of
               MATERIAL will not infringe any other patent or proprietary rights.



        3.3    RECIPIENT agrees to not hold UNIVERSITY liable for any incidental, special, punitive
               or consequential damages, including loss of revenue, data or business goodwill,
               resulting from RECIPIENT’S possession, use or inability to use the MATERIAL, except
               to the extent that such damages results from the gross negligence or willful misconduct
               of UNIVERSITY in the reproduction, packaging, and shipping of the MATERIAL.

                                   ARTICLE 4. TERMINATION

        4.1    RECIPIENT may terminate this AGREEMENT at any time upon written notice
               provided, however, that the limited use and return obligations of RECIPIENT under
               Article 1 with respect to MATERIAL shall survive termination of this AGREEMENT.

        4.2    UNIVERSITY may terminate this AGREEMENT if RECIPIENT is in material breach of
               any conditions of this AGREEMENT and fails to remedy such material breach within
               thirty (30) days after receipt of written notice.



                          ARTICLE 5. MISCELLANEOUS PROVISIONS



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        5.1    The furnishing of MATERIAL to RECIPIENT by UNIVERSITY shall not confer by
               implication, estoppel or otherwise any license or rights under any patents of
               UNIVERSITY, except as provided in Paragraph 1.6.

        5.2    Governing law. This AGREEMENT shall be interpreted and construed in accordance
               with the laws of the state of California.

        5.3    Amendment or Modification. No amendment or modification of this AGREEMENT
               shall be valid or binding on the parties unless made in writing and signed on behalf of
               each party.

         5.4   Entire Agreement. This AGREEMENT embodies the entire understanding of the
               parties and supersedes all previous communications, representations or
               understandings, either oral or written, between the parties relating to the subject
               matter hereof. All terms and conditions of any documents, purchase orders, etc.,
               issued by COMPANY to facilitate payment hereunder are null and void, even though
               they may be issued after the signing of this AGREEMENT

        5.5    Binding Agreement. This AGREEMENT shall not be binding on the parties until it has
               been signed below on behalf of each party. It is then effective as of the Effective Date.

The parties agree that this AGREEMENT may be executed by facsimile and in two (2) or more
counterparts, each of which shall be deemed an original and all of which together shall constitute but
one and the same instrument.




IN WITNESS WHEREOF, both RECIPIENT and UNIVERSITY have executed this AGREEMENT, in
duplicate originals, by their respective and duly authorized officers on the day and year written.


                INSTITUTION NAME

                By
                                          (Signature by an Authorized Officer)


                Printed
                Name

                Title

                Date

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               THE REGENTS OF THE UNIVERSITY OF CALIFORNIA,
               SAN DIEGO CAMPUS

               By
                                               (Signature)


               Name    Jane C. Moores, Ph.D.

               Title   Assistant Vice Chancellor–Intellectual Property



               Date

                         [remainder of page intentionally left blank]




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