Ira Operating Agreement - DOC by mkl19280

VIEWS: 16 PAGES: 9

More Info
									     INDUSTRIAL GRADUATE STUDENT RESEARCH ASSISTANT AGREEMENT

WHEREAS, THE UNIVERSITY OF TEXAS AT DALLAS, a component institution of the
University of Texas System with its principal location at 2601 N. Floyd Road, Richardson,
Texas 75080 (hereinafter "UNIVERSITY") desires that its graduate students in good
academic standing and enrolled for a minimum of nine graduate hours during the regular
academic year and nine graduate hours during summer school in the
         academic program have an opportunity to apply classroom learning in a
business environment, and

WHEREAS,                                   with a principal location of business at
  (hereinafter "COMPANY"), desires to assist in providing opportunity,

NOW THEREFORE, the parties agree as follows:

1.    SCOPE OF PARTICIPATION

      Graduate students (hereinafter "STUDENT") who will be mutually agreed to and
      identified in Attachment A will participate for a minimum of one (1) academic
      semester in COMPANY'S research program on a part-time (20 hours per week)
      basis during UNIVERSITY'S regular academic school year and summer school.
      Faculty Advisor (hereinafter "ADVISOR") as identified in Attachment A shall be the
      STUDENT'S faculty advisor for the duration of this Agreement.

      The ADVISOR will maintain academic supervision of the student(s), which shall
      include regular communication with the student(s) and at least one visit during the
      term of this Agreement at the work site with the student(s) and his/her supervisor.
      Furthermore, with the approval of ADVISOR’S program head/department chair, the
      ADVISOR may authorize a faculty member in his/her discipline to substitute for
      him/her and meet on the ADVISOR’S behalf at the work site with the student(s)
      and supervisor(s). The ADVISOR or advisor replacement shall document any visit
      and certify that the nature of the research activities is in concert with the goals of
      the STUDENTS academic discipline.

2.    TERMS OF AGREEMENT

      This Agreement shall be effective for the period from                         to
      regardless of the date of execution hereof. Extension of this Agreement shall be
      for a time period mutually agreed to by STUDENT, ADVISOR, UNIVERSITY and
      COMPANY.

3.    COMPENSATION

      Since STUDENT is not an employee or agent of COMPANY, STUDENT will not
      receive compensation from COMPANY. Instead, STUDENT will receive any and
      all compensation due, if any, from UNIVERSITY pursuant to applicable federal and
      state laws.    UNIVERSITY will be responsible for benefits and applicable
      withholdings, if any are required. STUDENT will not receive directly from
      COMPANY any employment benefits such as pension, insurance, workers
     compensation, etc. STUDENT will provide UNIVERSITY and COMPANY with a
     record of time spent on the project.

4.   COST TO COMPANY

     The COMPANY agrees to pay UNIVERSITY the sum of $            for the STUDENT'S
     participation in COMPANY'S research program during the term of this Agreement.
      The STUDENT shall receive compensation based on the amount specified in
     Attachment B. The UNIVERSITY shall be paid for fringe benefits incurred on
     behalf of STUDENT, a departmental operating cost of ten percent (10%) of total
     direct cost and an indirect cost charge of five percent (5%) of total direct cost.
     Salary and fringe benefits will be based on prevailing UNIVERSITY rates and are
     subject to change should rates at the UNIVERSITY increase or decrease.

     The COMPANY will pay UNIVERSITY within 30 days of the date of the signing of
     this Agreement. If funds are not received within 30 days of the signing of this
     Agreement, UNIVERSITY may terminate this Agreement on or after the 31st day
     by providing COMPANY with notice that the Agreement is terminated as of the day
     of the notice for non-payment of funds. If the research project commences after
     the academic semester has started as set forth in Item 2 of this Agreement,
     payment to the UNIVERSITY shall be prorated. If the research project runs
     beyond the estimated date of termination as set forth in Item 2 of this Agreement,
     UNIVERSITY and COMPANY shall negotiate in good faith for a minimum one
     academic semester extension of this Agreement, and compensation shall be paid
     to the UNIVERSITY at a rate not less than the STUDENT salary level originally
     negotiated.

5.   COMMUNICATION AND ADMINISTRATION

     For and on behalf of COMPANY, the person designated below shall serve as
     COMPANY'S liaison for purposes of this Agreement. General administration of
     this Agreement shall be through this individual. All documents required hereunder
     shall be sent directly to COMPANY'S representative as noted below:


     _____________________________
     _____________________________
     _____________________________
     _____________________________
     _____________________________




                                         2
     For and on behalf of UNIVERSITY, the person designated below shall serve as
     UNIVERSITY'S contract for purposes of this Agreement:

     Carolyn S. Ivey
     Assistant Director
     Office of Sponsored Projects
     University of Texas at Dallas
     P.O. Box 830688, MP15
     Richardson, TX 75083-0688
     Phone: (972) 883-2315
     Fax: (972) 883-2310
     Email: civey@utdallas.edu


6.   CONFIDENTIAL INFORMATION

     The disclosure of sensitive, confidential information to UNIVERSITY is not required
     nor anticipated in the performance of this Agreement. UNIVERSITY agrees that it
     will not encourage or induce STUDENT to disclose COMPANY'S confidential
     information to UNIVERSITY, its agents, students, or employees. STUDENT will,
     regardless of any such disclosure, have the right to present and defend his or her
     work at COMPANY before a UNIVERSITY supervisory committee so that the
     STUDENT'S project may be judged adequately. COMPANY shall prepare a final
     report of STUDENT'S project work, which shall not contain confidential information
     of COMPANY for inclusion in STUDENT'S research project or senior thesis, as
     applicable. COMPANY'S research supervisor or such person as that research
     supervisor shall designate (who has supervised the STUDENT) shall submit a
     letter of evaluation for STUDENT'S academic file at UNIVERSITY immediately
     after completion of the STUDENT project. For purposes of this Agreement,
     confidential information shall include but not be limited to COMPANY'S confidential
     business information or plans, technical and economic information, know-how,
     data, flow sheets, drawings, etc. furnished by COMPANY to STUDENT in
     connection with the performance of this Agreement and designated in writing as
     "CONFIDENTIAL".

7.   RIGHTS IN WORK PRODUCT

     UNIVERSITY agrees that it will not assert any rights to the STUDENT'S work
     product unless UNIVERSITY rights pre-date STUDENT'S performance of this
     Agreement so long as such (1) is made in the direct performance of this
     Agreement, (2) on behalf of COMPANY and (3) on COMPANY'S premises.
     Except as expressly provided herein, STUDENT shall not release to UNIVERSITY
     any information developed and produced on behalf of COMPANY under this
     Agreement without prior express written approval of COMPANY.




                                          3
8.   LIABILITY

     8.1   UNIVERSITY shall, to the extent authorized under the constitution and laws
           of the State of Texas, hold harmless COMPANY and their respective
           officers and employees from and against all claims, demands and causes
           of action of every kind and character asserted by any person (including but
           not limited to, employees of UNIVERSITY and COMPANY) that arise out of
           or are related to work under this Agreement and are caused by or arise out
           of UNIVERSITY'S negligence and result in personal injury, death or
           property loss or damage, providing, however, UNIVERSITY shall not hold
           COMPANY harmless from any claims, demands, or causes of action arising
           in favor of any person or entity, and growing out of, incident to, or resulting
           from the negligence or malfeasance of COMPANY, its officers, agents,
           representatives, or employees, or any person or entity not subject to
           UNIVERSITY supervision or control.

     8.2   COMPANY shall protect, defend (including payment of all costs, expenses,
           and attorney's fees), indemnify and hold harmless UNIVERSITY, U.T.
           System, and all its Regents, officers, agents, and employees from and
           against all claims, demands and causes of action of every kind and
           character asserted by any person (including but not limited to, employees
           UNIVERSITY and COMPANY) that arise out of and are related to the work
           under this Agreement and are caused by or arise out of COMPANY'S
           negligence and result in personal injury, death or property loss or damage,
           as well as those that arise out of or are related to COMPANY'S use of the
           results of the STUDENT'S research hereunder; providing, however,
           COMPANY shall not protect, defend (including payment of all costs,
           expenses, and attorney's fees), indemnify and hold harmless UNIVERSITY
           from any claims, demands or causes of action arising in favor of any person
           or entity, and growing out of, incident to, or resulting from the negligence or
           malfeasance of UNIVERSITY, its officers, agents, representatives, or
           employees, or any person or entity not subject to COMPANY supervision or
           control.

9.   TERMINATION OF AGREEMENT

     Either party to this Agreement shall have the right to terminate this Agreement with
     or without cause upon thirty (30) days prior written notice to the other party.
     COMPANY'S sole obligation shall be to pay UNIVERSITY any monies due for
     services performed by STUDENT prior to termination and all departmental
     operating cost as stated in Attachment B. With the exception of the departmental
     operating cost, any excess monies paid by COMPANY to UNIVERSITY at time of
     termination shall be promptly returned to COMPANY.

     This Agreement may also be terminated by UNIVERSITY for failure of COMPANY
     to pay funds in accordance with Section 4.




                                          4
10.   GOVERNING LAW

      The terms and conditions of this Agreement and performance hereunder shall be
      governed by and construed in accordance with the laws of the State of Texas.

11.   ASSIGNMENT

      This Agreement shall not be assignable by either party without the written consent
      of the other and any purported assignment or delegation not in accordance with
      this obligation shall be null and void.

12.   MODIFICATION

      This Agreement and any attachment hereto shall be modified only by written
      instrument signed by duly authorized representatives of the parties.

13.   MERGER

      This document constitutes the entire agreement between the parties with respect
      to the subject matter hereof, and supersedes all previous communications,
      representations, understandings, and agreements, either oral or written, between
      the parties or any official or representative thereof.

14.   EXPORT REGULATIONS

      UNIVERSITY and STUDENT acknowledge that any work product, confidential
      information and all related documents and materials, or any direct product thereof,
      are subject to export controls under the U.S. Export Administration Regulations
      and related U.S. laws. UNIVERSITY and STUDENT will (i) comply strictly with all
      legal requirements established under these controls; (ii) cooperate fully with
      COMPANY in any official audit or inspection that relates to these controls; and (iii)
      not export, re-export, divert, transfer or disclose, directly or indirectly, any work
      product, confidential information or related technical documents or materials or any
      direct product thereof to any “Restricted Country “ or to any national or resident
      thereof, or to any other country which the U.S. Government determines from is a
      country (or end-user) to which such export, re-export, diversion, transfer or
      disclosure is restricted, without obtaining the prior written authorization of
      COMPANY and the applicable U.S. Government agency.

      “Restricted Countries” are Albania, Armenia, Azerbaijan, Belarus, Bulgaria,
      Cambodia, Cuba, Estonia, Georgia, Iran, Iraq, Kazakhstan, Kyrgyzstan, Laos,
      Latvia, Libya, Lithuania, Moldova, Mongolia, North Korea, The People’s Republic
      of China, Romania, Russia, Sudan, Syria, Tajikistan, Turkmenistan, Urkaine,
      Uzbekistan, and Vietnam.




                                            5
15.    ALTERNATE DISPUTE RESOLUTION

       To the extent that Chapter 2260, Texas Government Code, is applicable to this
       Agreement and is not preempted by other applicable law, the dispute resolution
       process provided for in Chapter 2260 and the related rules adopted by the Texas
       Attorney General pursuant to Chapter 2260, shall be used by UNIVERSITY and
       COMPANY to attempt to resolve any claim for breach of contract made by
       COMPANY that cannot be resolved in the ordinary course of business. The
       Senior Vice President for Business Affairs at UNIVERSITY shall examine
       COMPANY’S claim and counterclaim and negotiate with COMPANY in an effort to
       resolve such claims. The parties hereto specifically agree that: (a) neither the
       occurrence of an event giving rise to a breach of contract nor the pendency of a
       claim constitute grounds for the suspension of performance by COMPANY; (b)
       neither the execution of this Agreement by UNIVERSITY nor any other conduct,
       action or inaction of any representative of the UNIVERSITY relating to this
       Agreement constitutes or is intended to constitute a waiver of UNIVERSITY’S or
       the state’s sovereign immunity to suit; and (c) UNIVERSITY has not waived its
       right to seek redress in the courts.


IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their duly authorized representatives effective as of the start date as set forth in Item 2,
TERM OF AGREEMENT above.

The University of Texas
at Dallas


____________________________                              ___________________________
By:  Robert L. Lovitt                              By:    ___________________________

Title: Senior Vice President for                   Title: ___________________________
       Business Affairs

Date: ______________________                       Date: ___________________________




                                              6
                                   ATTACHMENT A




I have read the attached agreement and agree to abide by its content.




______________________________________________________________________
       , Graduate Student                        Date


______________________________________________________________________
         , Faculty Advisor                       Date
      INDUSTRIAL GRADUATE STUDENT RESEARCH ASSISTANT AGREEMENT




Software owned by a company or corporation is protected under U.S. law. It is illegal to
use, in whole or in part, any software, design, and/or documentation in any activity,
including research, publications, university papers, assignments, theses, dissertations, or
practica reports without prior written permission from the company or corporation. I have
read and agree to comply with Article 14 of the Agreement.




______________________________________________________________________
       , Graduate Student                        Date
     INDUSTRIAL GRADUATE STUDENT RESEARCH ASSISTANT AGREEMENT




I certify that I am the ADVISOR on this Agreement. As the ADVISOR, I certify that I
will maintain academic supervision of the student(s), which shall include regular
communication with the student(s) and at least one visit during the term of this Agreement
at the work site with the student(s) and his/her supervisor. Furthermore, I agree that with
the approval of my program head/department chair, I may authorize a faculty member
(ADVISOR REPLACEMENT) in my discipline to substitute for me and meet on my behalf
with the student(s) and supervisor(s) on-site. The ADVISOR or advisor replacement shall
document any visit and certify that the nature of the research activities is in concert with
         the
goals of the STUDENTS academic discipline.



              , Faculty Advisor                                Date

								
To top