Simple Cooperative Research Agreement

Agreement Number _________________ (Assigned by CGA-MSU)

MICHIGAN STATE UNIVERSITY

Uniform Research Agreement

This Agreement is entered into as of ___________________, 200___, between The Board of Trustees of Michigan State University, which has a principal address in East Lansing, MI, 48824 (hereinafter referred to as the University) and _______________________________________________________________________________(company name) _______________________________________________________________________________(company address) __________________________________________________________________________________________________________ (hereinafter referred to as the Company):

WHEREAS, the University has personnel and facilities for carrying out the Project described in Exhibit A; and

WHEREAS the Company is desirous of engaging the said personnel and facilities for carrying out the Project:

NOW, THEREFORE, in consideration of the premises and the covenants and agreements of the parties as hereinafter set forth, the parties have agreed and do hereby agree with each other to the following:

1. The University hereby agrees to carry out the Project in the manner and with the personnel and facilities set forth therein.

2. The Company hereby agrees to pay to the University the sum of_$_______________________(U.S. dollars) payable on a quarterly basis at the beginning of each quarter, with the first payment due upon execution of this Agreement.

3. It is mutually understood and agreed that:

(a) This Agreement may be terminated by either party upon giving at least a thirty (30) day notice to that effect to the other party. A reasonable adjustment will be made between the parties to ensure the University is reimbursed for Project costs incurred to the date of termination of this Agreement. Any funds paid by the Company to the University in excess of Project costs will be returned to the Company.

(b) Unless otherwise clearly provided in Exhibit A, the University shall have the unrestricted right of publication with reference to its activities and findings in connection with the Project.

(c) Upon the completion of the Project, or upon the termination of this Agreement, the University shall submit a written report to the Company informing the Company of the Project activities and findings. The Company shall have the right to be advised at all times as to the progress being made in carrying out the Project.

(d) Patent rights arising as a result of the activities by University personnel during the conduct of the Project are the property of the University.

4. The period of performance of this Agreement shall be from ______________ to and including ______________.

IN TESTIMONY WHEREOF, the parties hereto have caused this instrument to be executed, in duplicate, by their officers, thereunto duly authorized to sign on behalf of their party.

Michigan State University

By____________________________________________________

Name, title and date

Company

By____________________________________________________

Name, title and date

This agreement is based upon a previous simplified cooperative research agreement used by MSU for decades. The intended purpose of this agreement is to allow easy and rapid acceptance of the terms and conditions, leading to an expedited document execution. In order to do so there can be NO modifications made to the terms and conditions of this agreement. If this agreement is not acceptable then CGA suggests consideration of the alternative MSU contract.

JFS 3 December 2005