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TECHNICAL ASSISTANCE AGREEMENT
THIS AGREEMENT is made and entered into this
________ day of ___________________ 200____ by and between a corporation
organized and existing under the laws of the State of __________________________,
hereinafter referred to as "Sponsor," and the Michigan State
University, a non-profit educational and research organization, hereinafter
referred to as "Institution."
Sponsor and Institution desire to enter into
an agreement whereby Institution will provide technical assistance on a Project
as outlined in its proposal dated (hereinafter, referred to as Scope of Work),
attached hereto as Exhibit A.
NOW, THEREFORE, in consideration of the
premises, the parties hereto agree as follows:
1. Institution shall provide technical
assistance for the Project as defined in the Scope of Work.
2. The Institution’s Project Manager for
this Project shall be (fill in name). In addition, Institution may also
designate one or more graduate students to assist the Project Manager in
conducting the technical assistance, who, in the judgment of Institution, are
capable of carrying out such technical assistance. Sponsor's Technical
Coordinator for this Project will be (fill in name).
3. The term of this Agreement, and the
duration of the technical assistance to be provided for the Project to be
carried out hereunder, shall commence on (fill in date), 199X, and end
on (fill in date), 199X.
4. To provide financing for Institution's
performance on this Project Sponsor agrees to pay Institution the aggregate and
fixed sum of (fill in written amount) ($fill in number amount). It is agreed
that Sponsor will not be obligated to pay Institution in excess of said sum
unless such sum in increased with the prior written consent of Sponsor or a
written modification of this Agreement shall have been entered into between the
parties. It is also agreed that Institution shall not be obligated to incur any
expenditures in excess of this amount. The schedule of
payments will be agreed upon by the parties with payments due upon receipt of
an invoice from the Institution.
5. Institution and the Sponsor hereby
recognizes and agrees that each party may have access during the conduct of the
Project to confidential documents and various forms of proprietary information
of the other party. Both parties agree that they shall treat all such documents
and information as confidential, provided the documents and information are
marked as confidential, and not disclose their content to any person without
the prior written authorization of the other party. If any such information is
provided to the other party orally, the party that provided the information
shall reduce it to writing within twenty (20) working days and mark the document
as confidential. This non-disclosure obligation shall survive the termination
of this Agreement for three years. The above obligations of confidentiality,
with regard to both party's obligations, shall not apply to:
a) information which can be proven to be in the possession of
the recipient prior to receipt hereunder;
b) information which is now or later becomes generally
available to the public without breach hereof; or
c) information received from a third party having the right to
disclose such information without restriction.
Institution and Sponsor shall advise
all of their employees and agents, and students (if applicable), who are or
will be involved with the Project, of this non-disclosure obligation prior to
their participation in the Project. The Institution’s employees, agents, and
students, will be required to sign a copy of Exhibit B. The Project Manager
shall retain the signed Exhibit B’s. Exhibit D is provided in the event Sponsor
wishes to have their employees or agents sign a similar document.
6. Institution agrees that all Project
information or results as defined in the Scope of Work shall be made available
to Sponsor at any reasonable time, subject to the terms and conditions of this
Agreement. Institution, in addition to providing the reports as described in
Paragraph 7, shall communicate promptly and without request all information
which it deems pertinent to the Project as it progresses.
7. During the term of this Project,
Institution shall furnish letter progress reports to Sponsor covering important
points of progress, results, and problems encountered. Institution shall attach
to these reports pertinent data developed in the course of the Project. These
attachments need not be specifically prepared or formatted solely for reporting
purposes. As part of the letter reports, informal oral reviews may occur
between the Project Manager and Sponsor's Technical Coordinator. Within thirty
(30) days after completion of this technical assistance project Institution
shall submit to Sponsor a final report covering results of the Project. The
final report shall clearly describe the achievements of the technical
assistance and include, where appropriate, all mathematical and engineering
design parameters pertinent to the concepts tested. If necessary a specific
course of follow-on action with expected results, estimated costs, and
schedule, shall be included.
8. Before publishing or making any public
disclosure that would jeopardize proprietary information Institution will give
Sponsor an opportunity to review the manuscript and related illustrations and
will consider suggested modifications and/or reasonable delays to enable the
filing of applications for patents or to remove any of Sponsor's Confidential
Information in the event that such Confidential Information were disclosed to
Institution by Sponsor pursuant to the technical assistance provided under this
Agreement. Sponsor shall have at least thirty (30) days within which to review
the proposed publication and will either grant written concurrence for
immediate publication or suggest the above noted modifications and/or
reasonable delays. In any event, such reasonable delays shall not exceed six
(6) months from the date of receipt of the proposed publication by Sponsor.
9. All rights and title to any inventions,
patentable or otherwise, or computer programs, data processing techniques and
the like made under this Agreement shall vest in Institution.
10. All correspondence between the parties
hereto shall be directed to each party as follows:
Sponsor
(fill in name and address)
Phone: (517)
Fax: (517)
E-mail:
Institution
If regarding the Project:
(fill in
name and address)
Phone: (517)
Fax: (517)
E-mail:
If regarding the contract:
Office Contract and Grant
Administration
Industry Section
301 Administration Building
Phone: (517) 355-5040, ext 262
Fax: (517) 353-9812
E-Mail: banasik@cga.msu.edu
11. Neither party may assign any of its
rights or delegate any of its obligations under this Agreement without the
prior written consent of the other party hereto.
12. Sponsor agrees to be legally responsible
for, and pay all claims, damages, losses, liabilities, costs and expenses
(including but not limited to attorney's fees) which Institution may incur
arising out of acts or omissions on the part of Sponsor, its employees or
agents who are in the performance of Sponsor’s responsibilities pursuant to the
terms of this Agreement. Sponsor's responsibility shall not extend to any
claims, damages, losses, liabilities, costs and expenses caused by the acts or
omissions of the Institution or its employees or agents who are in the
performance of Institution’s responsibilities pursuant to the terms of this
Agreement.
13. Any of Sponsor’s employees or agents who,
while in an Institution laboratory will assist, advise, or make recommendations
to any Institution employees or agents, or who will work or observe in an Institution
laboratory, shall attend a laboratory safety session conducted by the
Institution's Office of Radiation, Chemical and Biological Safety (ORCBS). Any
of Sponsor’s employees or agents who will need to enter an Institution
laboratory must attend the laboratory safety session prior to entering the
laboratory. It shall be Sponsor’s obligation to contact the ORCBS, in
coordination with the Project Manager, to arrange attendance for Sponsor’s
employees or agents.
14. A Sponsor employee or agent will not enter
into any Institution laboratory except with the explicit approval of the
Project Manager or the explicit approval of a person designated by the Project
Manager. Approvals to enter an Institution laboratory may include restrictions
of any kind, which shall be strictly observed by Sponsor's employees or agents.
15. Sponsor shall provide Institution with a
certificate of insurance indicating comprehensive general liability insurance
of at least One Million Dollars ($1,000,000.00) and Worker's Compensation at
statutory limits which will provide coverage for the Sponsor’s activities under
this Agreement.
16. Sponsor's employees and agents who are
subject to Section 13 above shall sign Exhibit C of this Agreement prior to
attending the laboratory safety session.
17. It is agreed that any conflict in this
Agreement between a term or condition contained in Sections 1-17 and any term
or condition in Exhibit A, the Scope of Work, shall be resolved in favor of the
term or condition in Sections 1-17.
The parties hereto have executed this
Agreement on the date first written above. The individuals signing below
certify that they have the legal authority to sign on behalf of their
respective party to this Agreement.
Signature ________________________________
Title __________________________ Date
__________________
SPONSOR:
Signature ________________________________
Title __________________________ Date
__________________
JFS/jfs/\C:\Windows\WORD\(K)\TecAs(K)
EXHIBIT
A
Scope
of Work
JFS/jfs/\C:\Windows\WORD\(K)\TecAs(K)\Ex. A
EXHIBIT B
Individual Agreement Regarding
Confidentiality
and
Assignment
of Inventions and Discoveries
The
undersigned individual declares that he/she has read and understands the terms
of the Agreement between
The
undersigned also agrees to maintain all information resulting from such
technical assistance in confidence, and to maintain any confidential
information disclosed to her/him in confidence, according to the terms of this
Agreement.
The
undersigned individual hereby assigns to
AGREED TO AND ACCEPTED:
Date:_______________ Signature:____ __________
Name:_____ ______________
JFS/jfs/\C:\Windows\WORD\(K)\TecAs(K)\Ex. B
EXHIBIT
C
Agreement
by
Sponsor’s
Employee or Agent
To
The undersigned hereby confirms that I am an
employee of Sponsor from whom I receive compensation and benefits for the work
I do. The activities I am engaged in while on the premises of Institution are
to assist my employer, Sponsor, in completing Sponsor’s obligations under this
Agreement. As such, I understand and agree that I will not file any Workers
Compensation claim against Institution for any injuries suffered by me while I
am fulfilling my employment responsibilities to Sponsor. I also agree to hold
Institution harmless for any physical injuries to me personally or for any
damages or loss to my property which may occur while on Institution property or
while I am fulfilling my employment responsibilities to Sponsor.
AGREED TO AND ACCEPTED:
Date:_______________ Signature:____ __________
Name:_____ ______________
JFS/jfs/\C:\Windows\WORD\(K)\TecAs(K)\Ex. C
EXHIBIT D
Individual Agreement Regarding
Confidentiality
The
undersigned individual declares that he/she has read and understands the terms
of the Agreement between
The
undersigned agrees to maintain all information resulting from such technical
assistance in confidence, and to maintain any confidential information
disclosed to her/him in confidence, according to the terms of this Agreement.
AGREED TO AND ACCEPTED:
Date:_______________ Signature:____ __________
Name:_____ ______________
JFS/jfs/\C:\Windows\WORD\(K)\TecAs(K)\Ex. D
JFS 3 December
2005