C. PAYMENT; INVOICES: In consideration for the Performance of the Services by the University, the Sponsor agrees to reimburse the University for all eligible, transferable and reasonable costs incurred up to the agreed amount of $[AMOUNT] (“Total Agreement Price”). The total price of the Agreement may be modified by a written amendment to this Agreement signed by both parties. The University will send invoices to the Sponsor at least once a quarter and no more frequently than once a month, and the Sponsor agrees to pay the University within thirty (30) days of receipt of such invoices. L. TERMINATION: Either party may terminate this Agreement without cause with at least sixty (60) days` written notice in accordance with the termination provisions of this Agreement. Denunciation of this Agreement shall not release any part of its obligations entered into before the date of denunciation. In the event of early termination of this Agreement by the Sponsor, the Sponsor shall pay all costs incurred by the University at the time of termination, including, but not limited to, non-cancellable obligations for the term (including any appointment of employees incurred prior to the effective date of termination). The University will do its best to limit or terminate any unpaid financial obligations for which the Sponsor is responsible. Within ninety (90) days of the effective date of termination, the University must submit a final report on all costs incurred and all funds received, and reimburse the Sponsor for payments that may have been advanced in excess of the Total Cost of the University.
(13) Order of Precedence: The following order of precedence, in descending order of importance, shall prevail in the event of any conflict within this Agreement (including all annexes) and/or between the text of this Agreement and all documents and/or agreements incorporated herein by reference: (i) paragraphs A to O of this Agreement; (ii) Appendix A to this Agreement; and (iii) Exhibit B of this Agreement. (2) Entire Agreement, Amendments and Amendments: This Agreement constitutes the entire agreement between the parties and supersedes all prior contracts, understandings or agreements of the parties, whether oral or written, with respect to the subject matter of this Agreement, unless set forth in Annex B, List of Related Agreements, the Annex to which is attached and incorporated herein by this reference, is noted. Any amendment to this Agreement shall only be effective if signed in writing by the authorized representatives of the Parties. (c) The Sponsor has the first right to negotiate a royalty or royalty-based, non-exclusive or exclusive royalty-based option for any university intellectual property and/or joint intellectual property, provided that the Sponsor agrees that the Sponsor may, in any similar license, option or agreement, all preparation costs, the filing, prosecution and maintenance of patents or related copyrights; must own the intellectual property (“right to negotiate”). The Sponsor will have ninety (90) days after the disclosure of the Intellectual Property by the University to exercise its right to negotiate (“Negotiation Period”). The sponsor must send written notice to the university during the bargaining period in order to exercise their right to negotiate. If the negotiation period expires before the University receives written notice from the Sponsor of the exercise of the right to negotiate or as specified below, the Sponsor will no longer have any intellectual property or common intellectual property rights of the University (except as permitted under Section G(2)(a) above). B. TERM: This Agreement is effective on [DATE] (the “Effective Date”) and ends on [DATE], unless terminated earlier, as provided herein or extended by written agreement between the parties (the “Term”). (3) Each Party shall require its employees to immediately disclose all intellectual property rights under this Agreement. Each party agrees to provide the other party with a copy of each disclosure of IP within thirty (30) days of the disclosure and will also provide the other party with a written list of all IP created under this Agreement within sixty (60) days of the expiration or termination of this Agreement.
For all identified intellectual property rights, the University and the Sponsor shall, by separate written agreement, provide licenses for the University`s intellectual property, the Sponsor`s intellectual property and/or joint intellectual property in accordance with the provisions of paragraph G (2) above. Each Party shall consult with the other Party at least thirty (30) days prior to the filing of an application for an intellectual property or copyright patent and shall promptly notify the other Party of any granted patent or copyright registration. Contract Officer Sponsored Programs Office Boise State University 1910 University Drive Boise, ID 83725-1135 Email: sponsoredagreements@boisestate.edu Phone: (208) 426-4420 Fax: (208) 426-1048 The University Contracting Officer should be contacted regarding all administrative aspects of this Agreement, including but not limited to amendments, and has the authority to negotiate agreements and amendments on behalf of the University. . (c) INTELLECTUAL PROPERTY created jointly by one or more employees of the University and one or more employees of the Sponsor (“Common Intellectual Property”) is the property of the University and is licensed to the Sponsor in accordance with paragraph G (2). I. LIABILITY; INSURANCE: Each party agrees to be responsible for and assume its own illegal or negligent acts or omissions or those of its officers, agents or employees to the fullest extent required by law. The University`s liability herein is strictly limited at all times and is controlled by the provisions of the Idaho Act, including but not limited to the Idaho Tort Claims Act, Idaho Code §§ 6-901 et seq., as amended (the “Law”). Nothing in this document shall be deemed a waiver of any privilege, immunity, protection, or defense granted to the University as a unit of the State of Idaho under the Idaho Constitution, the law, the Statutes of Idaho, or any other applicable law. Neither the Sponsor nor the University warrants or assumes any responsibility for the interpretation or use of the data or results created under this Agreement. (8) Conflict of Interest: Except as otherwise provided herein, the Sponsor certifies that no officer, employee, student, contractor or representative of the University has hired, hired or paid any fees or has otherwise received or will receive or will receive any personal compensation or consideration from or from the Sponsor or any of the Directors of the Sponsor during or after the term of this Agreement.
officers, employees, contractors or agents in connection with the acquisition, organization, negotiation or execution of this Agreement without prior written notice to the University. (12) Performance and Consideration: This Agreement may be signed with electronic signatures and in several counterparties, each of which is considered original, but which together constitute the same Agreement. Fax signatures, electronic signatures, and pdf copies sent by email of the original signatures are considered original signatures for all applicable purposes and in accordance with the Uniform Electronic Transactions Act, Idaho Code §§ 28-50-101 et seq., as amended from time to time. MR. DEFAULT: A party is deemed to be in default of its obligations under this Agreement if such party fails to comply, does not comply with or does not perform any term, condition or agreement contained in this Agreement and such non-performance continues for thirty (30) days after the non-defaulting party has notified the defaulting party in writing. In the event of default, the non-defaulting party may, upon written notice to the defaulting party, terminate this Agreement on the date specified in the notice and seek other remedies and remedies provided by law. Notwithstanding the foregoing, in the event of a breach or threat of breach of paragraph E or G of this Agreement, the defaulting party may immediately terminate the Agreement without giving the defaulting party an opportunity to remedy the matter, and may seek an injunction or injunction to the extent necessary to prevent the unauthorized disclosure of Confidential Information or the unauthorized use of its trademarks. IP and/or Background IP. (4) Notwithstanding any other provision of this Agreement, Recipient may retain one (1) copy of the Disclosing Party`s Confidential Information in its Confidential Files for the purpose of determining compliance with the terms of this Agreement.
The following is an example of a “service contract” for work to be performed by Boise State University. This example contains conditions very similar to those that Boise State University would propose as part of a “sponsored research agreement”. F. PUBLICATION: The University, as Idaho`s public college, is only engaged in work that is coherent, consistent, and beneficial to its academic role and mission. Therefore, the significant results obtained in providing the Services must reasonably be available for publication. The Parties acknowledge that the University has the right to publish the results. The University agrees that confidential information provided to it by the Sponsor during the Term will not be included in the published material without the prior authorization of the Sponsor. IN WITNESS WHEREOF, the Parties have signed this Agreement on the date and year indicated below when it is signed by the last of the Parties. H. EQUIPMENT AND ACCESSORIES: Except as otherwise provided in connection with the Services, all equipment and supplies purchased with funds provided under this Agreement for use under this Agreement will be the exclusive property of the University in the long term and will be used in part to provide the Services during the Term. .
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