Guidelines for Grant and Contract Management
302B. Sponsored Research Agreement
Whereas, (type name of company) (the "Company") and The University of Chicago (the "University") enter into this Agreement for the conduct of the research identified in the proposal named herein, the parties agree as follows:
ARTICLE I.
SCOPE OF WORK: The University, in a study under the direction of (type
name of the p.i.), (the "Principal Investigator"), shall exercise
its best efforts to carry out the program described in the proposal entitled
"(type the name of the proposal)", dated (type a date),
incorporated into this Agreement by reference.
ARTICLE II.
PERIOD OF PERFORMANCE: The proposed study shall commence on or about (type
a starting date), and is estimated to be completed on or about (type
an ending date).
ARTICLE III.
CONSIDERATION: In return for all activities and services performed hereunder,
the Company will pay the University (type a dollar amount) as full
compensation under this Agreement. This amount will be paid in four periodic
payments; one-fourth upon execution of this Agreement, one-fourth on or about
(type periodic dates). Checks should be made payable to The University
of Chicago and directed to:
Restricted Funds
Office of the Comptroller
The University of Chicago
1225 East 60th Street
Chicago, Illinois 60637
ARTICLE IV.
PATENTS: Under University policy, inventions resulting from work performed
by members of its faculty and staff are the property of the University. If
such inventions arise in the course of the work performed under this Agreement,
the University will confidentially advise the Company. The Company should
contact The Office of Technology and Intellectual Property (UChicagoTech) at 5555
South Woodlawn Avenue, Suite 300, Chicago, Illinois 60637, (773) 702-1692,
if it is interested in pursuing commercial rights to the invention.
ARTICLE V.
PUBLICATION: The University of Chicago agrees to preserve as confidential
any and all trade secrets, privileged records and other proprietary information
belonging to the Company and disclosed to the University or its employees
during the course of the project covered by this Agreement. The University
and its employees shall have the right, consistent with academic standards,
to publish the results of research performed under this Agreement, provided
such publication does not disclose proprietary trade secrets or confidential
information of the Company. The University agrees that, prior to submission
of a manuscript describing the results for publication, the University shall
forward to the Company a copy of the manuscript to be submitted and shall
allow the Company 30 days to determine whether a patent application or other
intellectual property protection should be sought prior to publication in
order to protect the Company's proprietary interest in any product or invention
developed in connection with this project. In addition, with reasonable justification,
the University agrees to withhold such publication an additional 60 days,
if required, to obtain patent protection. At this time the University shall
be free to submit the manuscript and publish results in any manner consistent
with academic standards. The Company will have the right to request deletion
of any trade secret, proprietary, or confidential information supplied by
them to the University.
ARTICLE VI.
REPORTS: The University shall furnish annual technical and financial reports
and/or final reports in such form as Company may request, of its findings
and progress made during the term of the contract.
ARTICLE VII.
TERMINATION: Either party may terminate this Agreement upon thirty days written
notice to the other party. In the event this Agreement is terminated, the
University will be reimbursed for all non-cancellable costs incurred through
the date of termination.
ARTICLE VIII.
ADVERTISING: The Company agrees that the name of The University of Chicago,
its trustees, officers, agents and employees will not be used for purposes
of advertising. The Company and the University will obtain written approval
from each other prior to issuing any press releases or other publicity in
connection with this Agreement.
ARTICLE IX.
INDEMNIFICATION: The Company undertakes to indemnify, defend and hold harmless
the Principal Investigator and the University, its trustees, officers, agents
and employees from any and all liability, loss, damage and expenses (including
attorney fees) they may suffer as the result of claims, demands, costs or
judgments which may be made or instituted against them or any of them by reason
of personal injury (including death) to any person or damage to property arising
out of or connected with the performance of the activities to be carried out
pursuant to the work scope provided, however, that any such liability, loss
or damage resulting from negligence or willful malfeasance by the Principal
Investigator or the University, its trustees, officers, agents and employees
is excluded from this agreement to indemnify, defend and hold harmless.
The Principal Investigator and the University agree to notify the Company as soon as they become aware of a claim or action and to cooperate with and to authorize the Company to carry out the sole management and defense to such claim or action. The Company agrees, at its own expense, to provide attorneys to defend against any actions brought or filed against the Principal Investigator, the University, its trustees, officers, agents and employees with respect to the subject of indemnity contained herein, whether or not such claims or actions are rightfully brought or filed.
ARTICLE X.
CHANGES: This Agreement may be amended only by the further written agreement
between the parties. The persons signing this Agreement represent the parties
in authorizing any such amendment or in any other business or contractual
matter arising under this Agreement.
ARTICLE XI.
ORDER OF PRECEDENCE: In any conflict between the terms of this Agreement and
the incorporated scope of work, the terms of this Agreement shall take precedence.
THE UNIVERSITY OF CHICAGO
By ____________________________
_________________________
(Typed Name)
________________________
(Title)
_______________________________
(Date)
(COMPANY NAME)
By ____________________________
_______________________________
(Typed Name)
_______________________________
(Title)
Revised 1/00
