|
Download
Printable Version: MembershipAgreement.doc (32Kb)
Industry/University Cooperative
Research Center for Advanced Vehicle Electronics
Membership Agreement
This Agreement is made this __________
day of 19____ by and between Auburn University
(hereinafter called "UNIVERSITY") and _______________________________
(hereinafter called "COMPANY").
RECITALS
The UNIVERSITY and the COMPANY desire
to join together in a cooperative effort to support
an Industry/University Cooperative Research Center
to be known as the Center for Advanced Vehicle
Electronics (hereinafter called "CENTER") on the
UNIVERSITY’s campus.
The goal of the Center is to foster
collaboration between academic researchers and
their industrial counterparts. Specifically, the
CENTER aims to maintain a mechanism whereby the
UNIVERSITY environment can be used to perform
research to support design, materials, components,
and manufacturing processes necessary to meet
the reliability and cost requirements of vehicle
electronics. Because research to be done by the
CENTER takes time, and research results may not
be obvious immediately, COMPANY joins CENTER with
the intention of remaining a fee-paying member
for at least five years.
THE AGREEMENT
The parties hereby agree to the
following terms and conditions:
A. CENTER will be operated by certain
faculty, staff and students at the UNIVERSITY.
For the first five years, the CENTER will be supported
jointly by industrial firms, federal laboratories,
the National Science Foundation (NSF), the state,
and the UNIVERSITY.
B. Any COMPANY, federal research
and development organization, or any government-owned
contractor operated laboratory may, by signing
this Agreement, become a member of the CENTER,
consistent with applicable state and federal laws
and statutes. Federal research and development
organizations and government-owned contractor-operated
laboratories may become members of the CENTER
on terms and conditions other than those in this
agreement upon approval by UNIVERSITY and two-thirds
of the Industrial Advisory Board (as described
under Section D).
C. In exchange for membership in
the CENTER under this Agreement, COMPANY must
pay $75,000 annually to UNIVERSITY, payable to
"Auburn University." COMPANY may terminate this
Agreement by giving UNIVERSITY ninety days written
notice before the termination date, with no further
duty of payment. COMPANY must forward any payment
under this Agreement to Director, Contracts &
Grants Accounting, 301 Samford Hall, Auburn University,
AL 35849-6772, according to the following annual
schedule: Any lump sum payment due on January
2; or In four equal quarterly installments due
on January 2, April 1, July 1 and October 1. UNIVERSITY
agrees to waive indirect cost charges related
to the membership fees of industrial and federal
agency members of the CENTER, for the duration
of the CENTER’s grant from the National Science
Foundation. Thereafter, membership fees will be
subject to the prevailing indirect cost rate charged
by the UNIVERSITY for other industrial affiliate
programs involving similar intellectual property
rights. The results of CENTER research will be
made equally available to all member COMPANIES.
Ownership of patents and copyrights that result
from CENTER research will remain with UNIVERSITY,
as per the terms of this Agreement.
D. There will be an Industrial Advisory
Board composed of one representative from each
member. This board will make recommendations on
the research projects to be carried out by CENTER
and the apportionment of resources to such research
projects.
E. UNIVERSITY reserves the right
to publish in scientific or engineering journals
the results of any research performed by CENTER.
COMPANY, however, shall have the opportunity to
review any paper or presentation containing results
of the research program of CENTER prior to publication
of the paper, and shall have the right to request
a delay in publication for a period not to exceed
six (6) months from the date of submission to
COMPANY, if necessary to evaluate the patent implications
of same without jeopardizing the patentability
of any inventions contained therein, and to provide
for the protection of intellectual property, provided
that COMPANY makes a written request and justification
for such delay within sixty (60) days from the
date the proposed publication is submitted by
certified mail to COMPANY.
F. COMPANY shall have the right
to use all data and unpublished analyses based
on research by the CENTER. However, prior to publication
by the UNIVERSITY, COMPANY shall protect such
data and unpublished analyses with the same degree
of care that it protects its own proprietary data
and analyses, to ensure that such information
is not used for the benefit of companies that
are not members of the CENTER.
G. Any inventions conceived or first
actually reduced to practice in the course of
research conducted by personnel of the CENTER
shall be owned by UNIVERSITY. Inventions which
result from funding support from the United States
Government shall be administered in accordance
with Federal patent law, PL 96-517 as amended
by PL 98-620. The Government may have certain
statutory rights with respect to any such invention,
which will always include a nonexclusive license
to practice the invention for governmental purposes.
However, pursuant to Federal patent law, the UNIVERSITY
will have the opportunity to elect title in such
inventions and will be free to license COMPANY,
as provided for in this Agreement.
The UNIVERSITY shall disclose each
potentially patentable invention resulting from
the CENTER’s research to COMPANY, provided that
COMPANY shall protect same against disclosure
to third parties with the same degree of care
that it protects its own information of similar
kind, until UNIVERSITY notifies COMPANY of filing
as agreed to below, or two (2) years from the
date of disclosure, whichever occurs earlier.
UNIVERSITY agrees to pursue patents diligently
and to notify COMPANY in writing within one (1)
month of filing or if a decision is made not to
pursue a patent. Such protection however shall
not extend to oral information, or to information
that is or becomes public knowledge, or was already
known to COMPANY other than through its association
with the CENTER.
All members will be sent new CENTER
invention disclosures for their evaluation at
the same time. COMPANY shall have the option,
offered exclusively to members, to elect within
one hundred eighty (180) days of the date of disclosure,
a nonexclusive, nontransferable, paid-up, royalty-free
license to COMPANY and its subsidiaries on each
invention for each of the designated countries
in which patent protection is sought. In exercising
such option, COMPANY shall be diligent, consistent
with sound scientific and commercial principles,
in developing and exploiting commercially the
licensed invention.
Where an invention is not being
exploited by any member in a particular field
of use, any COMPANY may obtain, with the unanimous
consent of all members electing to license that
invention, which consent shall not be unreasonably
withheld, on commercially reasonable terms to
be negotiated in good faith, the right to sublicense
the invention to others for that field of use.
If at the end of the six-month period none of
the members has elected to license a particular
invention, UNIVERSITY may then license the invention
to others on reasonable commercial terms.
Any license granted to COMPANY is
granted subject to and for so long as
(1) COMPANY agrees to indemnify
UNIVERSITY from any and all costs, damages and
expenses, including attorney’s fees, arising from
any claims, damages, and liabilities asserted
by third parties arising from COMPANY’s use of
licensed invention, and
(2) COMPANY pays to UNIVERSITY a
pro rata share of the costs of patent filing,
prosecution, and maintenance in the U.S. and foreign
countries as are designated by COMPANY.
All costs of statutory protection
will be shared equally by all members electing
license rights in the country for which patent
protection is sought. If only one COMPANY seeks
a license within the option period, that COMPANY
may elect to obtain an exclusive royalty-bearing
license, including the right to sublicense, on
commercially reasonable terms, to be negotiated
in good faith. COMPANY will reimburse the UNIVERSITY
for the costs of patent filing, prosecution, and
maintenance in those countries in which COMPANY
desires statutory protection.
H. Copyright registration shall
be obtained for software developed by CENTER.
COMPANY shall be entitled to a nonexclusive, paid-up,
royalty-free license to all software developed
by CENTER. COMPANY will have the right to enhance
and to re-market enhanced or unenhanced software
with royalties due to CENTER to be negotiated,
based on the worth of the initial software, but
not to exceed 10% of a fair sale price of the
enhanced software product sold or licensed by
COMPANY.
I. A portion of any royalties or
other income received from the licensing and distribution
of UNIVERSITY-owned intellectual property will
be allocated by the UNIVERSITY to the CENTER operating
account in accordance with established UNIVERSITY
policy.
J. Neither party is assuming any
liability for the actions or omissions of the
other party. Each party hereby assumes any and
all risks of personal injury and property damage
attributable to the negligent acts of that party
and the officers, employees, and agents thereof.
K. THE UNIVERSITY MAKES NO WARRANTIES,
EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER,
INCLUDING, WITHOUT LIMITATION, THE CONDITION,
ORIGINALITY, OR ACCURACY OF THE RESEARCH OR ANY
INVENTION(S) OR PRODUCT(S), WHETHER TANGIBLE OR
INTANGIBLE, CONCEIVED, DISCOVERED, OR DEVELOPED
UNDER THIS AGREEMENT; OR THE OWNERSHIP, MERCHANTABILITY,
OR FITNESS FOR A PARTICULAR PURPOSE OF THE RESEARCH
OR ANY SUCH INVENTION OR PRODUCT. THE UNIVERSITY
SHALL NOT BE LIABLE FOR ANY DIRECT, CONSEQUENTIAL,
OR OTHER DAMAGES SUFFERED BY COMPANY, ANY LICENSEE,
OR ANY OTHERS RESULTING FROM THE USE OF THE RESEARCH
OR ANY SUCH INVENTION OR PRODUCT.
L. This Agreement may only be amended
by written mutual agreement of the UNIVERSITY
and the COMPANY. This Agreement may not be assigned
by either party without the prior written consent
of the other party; provided, however, that the
licenses granted and agreed to be granted hereunder
shall be assignable to a successor of that portion
of the COMPANY’s business to which the license
relates. UNIVERSITY COMPANY
| By:_____________________ |
By:_____________________ |
|
C. Michael Moriarty
|
Name:___________________ |
|
Associate Provost and
Vice President for Research
|
Title:____________________ |
| Date:____________________ |
Date:____________________ |
©Copyright 2000,
Auburn CAVE
All Rights Reserved
|
