Louisiana State University Medical
Center
Sponsored Projects Manual
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RESEARCH AGREEMENT
Introduction
Article 1 - Definitions
Article 2 - Research Work
Article 3 - Reports and
Conferences
Article 4 - Costs,
Billings, and Other Support
Article 5 - Publicity
Article 6 - Publications
Article 7 - Non-Disclosure
Article 8 - Intellectual
Property Rights
Article 9 - Term and Termination
Article 10 - Independent
Contractors
Article 11 - Insurance
Article
12 - Obligation of Sponsor to Defend and Indemnify Claims
Article 13 - Use
of Chemicals or Biological Materials
Article 14 - Governing Law
Article 15 - Disputes
Article 16 - Assignment
Article
17 - Entire Agreement; Modification; Project Results; Other Research
Article 18 - Order of Precedence
Article 19 - Severability
Article 20 - Notices
___________________ ("Sponsor")
and the Board of Supervisors of Louisiana State University and Agricultural and Mechanical
College, herein represented by Louisiana State University Health Sciences Center ("University")
enter into this Research Agreement (the "Agreement") effective the first
day of the Project Period defined in Paragraph 1.2 below.
WHEREAS the research program contemplated by this Agreement is expected
to be of mutual interest and benefit to University and to Sponsor; will further the
instructional and research objectives of University in a manner consistent with its status
as a non-profit, tax-exempt, educational institution; and may derive benefits for both
Sponsor and University through inventions, improvements, or discoveries that may possibly
result from that research;
THEREFORE in consideration of the mutual obligations set forth in
this Research Agreement, Sponsor and University have agreed as follows:
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Article
1 - Definitions |
| 1.1 |
"Project" shall mean the project described in Appendix A,
under the direction of _____________ as Principal Investigator. |
| 1.2 |
"Project Period" means the period from __________ through
__________. |
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| Article 2 - Research
Work |
| 2.1 |
University shall use reasonable efforts to perform the Project
substantially in accordance with the terms and conditions of this Agreement. |
| 2.2 |
In the event that the Principal Investigator becomes unable or unwilling
to continue work on the Project, and a mutually acceptable substitute is not available,
University and Sponsor shall each have the option to terminate the Project. |
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| Article 3 -
Reports and Conferences |
| 3.1 |
University shall provide written progress reports to Sponsor. During the
term of this Agreement, representatives of University and Sponsor shall discuss, at
mutually convenient times, the progress and results of the Project, ongoing plans for the
Project, and any proposed changes to the Project. |
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| Article
4 - Costs, Billings, and Other Support |
COST REIMBURSEMENT |
| 4.1 |
Sponsor shall reimburse University's reasonable expenses
incurred in carrying out the Project. Without Sponsor's prior written consent, these
expenses shall not exceed ___________ dollars ($__________). Invoices requesting
reimbursement by major cost categories shall be submitted not more often than monthly.
Payments shall be made by Sponsor within 30 days of receipt of an original and 2 copies of
such an invoice. |
OR
FIXED PRICE (OPTION 1) |
| 4.1 |
The total amount Sponsor shall pay University under this
Agreement is ________ dollars ($____________). Sponsor shall pay University $ ________
upon execution of this agreement. Invoices shall be submitted by University on the first
of each month thereafter during the Project Period for ______ additional payments of
$ _________ each. Payment will be made by Sponsor within 30 days of receipt of an
original and two copies of such an invoice. Any unexpended funds will be retained by
University. |
OR
FIXED PRICE (OPTION 2) |
| 4.1 |
The total amount Sponsor shall pay University under this
Agreement is ________ dollars ($____________). Sponsor shall pay University $ ________
upon execution of this agreement. Sponsor shall make additional payments of $_________
each on ___________ and ___________. Any unexpended funds will be retained by University. |
| 4.2 |
Checks shall be made payable to Louisiana State University
Health Sciences Center, and shall be mailed to: |
| |
|
c/o Mr. Peter Tiskus
Director for Sponsored Projects
433 Bolivar Street
Louisiana State University Health Sciences Center
New Orleans, Louisiana 70112 |
4.3 is OPTION clause |
| 4.3 |
University is authorized to incur pre-award costs up to six
months prior to the Project Period. However, University shall not receive more funds than
the total provided in Paragraph 4.1. |
| 4.4 |
University shall retain title to any equipment purchased with
funds provided by Sponsor under this Agreement. |
| 4.5 |
If Sponsor loans any equipment or supplies to University under
this Agreement, Sponsor shall bear all risk of damage or loss to the equipment or
supplies, except where the damage or loss results from the willful or intentional acts of
University. Sponsor shall maintain any such equipment or supplies while in University's
custody. |
| 4.6 |
Notwithstanding anything in this Agreement to the contrary, in
the event of early termination of this Agreement under Paragraph 2.2 or Article 9, Sponsor
shall pay all costs accrued by University as of the date of termination, including all
non-cancelable obligations and all non-cancelable contracts; provided that this Paragraph
4.6 shall not be construed to authorize payment in excess of the total amount provided in
Paragraph 4.1. |
The following is an OPTION
to add to 4.6: |
| |
By way of example, these non-cancelable obligations include
the fellowships and postdoctoral associate appointments referred to in Appendix A. After
such an early termination, any obligation of Sponsor to pay for fellowships or
postdoctoral associates shall end not later than the end of University's academic year in
which the Agreement is terminated. |
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| Article 5 - Publicity |
| 5.1 |
Neither party may make any use of the other’s name,
marks, insignia, or logos; or the name of any campus, department, center, or institute of
the other party; or of the name of any employee of the other party; in news releases,
advertisements, promotional materials, or otherwise, without the other party’s prior
written consent for each such use, except that University may acknowledge Sponsor as the
source of support for the Project without Sponsor’s prior consent.
Notwithstanding the foregoing, University’s name may be used without prior approval
Then and as necessary for Sponsor to supply the information that Sponsor may be required
to disclose in order to comply with applicable law. However, in no circumstances may
Sponsor state or imply that University in any way endorses or supports a particular
investment, stock purchase, product, or treatment. |
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| Article 6 -
Publications |
| 6.1 |
Sponsor recognizes that under University policy the results of the Project
must be publishable, and agrees that researcher(s) engaged in the Project shall be
permitted to present at symposia, international, national, or regional professional
meetings and to publish in journals, theses, or dissertations, or otherwise publish
through means of their choosing, methods and results of the Project; and that University
shall own the copyright in such works, except to the extent that University has waived
ownership of copyright in favor of the authors under University’s Bylaws and
Regulations; provided, however, that Sponsor shall have been furnished copies of any
proposed publication or presentation at least thirty days in advance of the submission of
such proposed publication or presentation to a journal, editor, or other third party.
On written request from Sponsor, received by University prior to the expiration of this
thirty-day period, University shall cause the submission to be delayed by an additional
period not to exceed thirty days, but shall thereafter be free to make the proposed
publication or presentation. |
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Article
7 - Non-Disclosure |
| 7.1 |
"Confidential Information"
shall mean information that is disclosed or submitted in writing from one party to the
other party, and that is clearly marked "CONFIDENTIAL INFORMATION" in
bold letters in conspicuous locations by the disclosing party. "Confidential
Information" shall also include information that is initially disclosed
orally -- provided that within seven days of the initial oral disclosure, the
disclosed information is reduced to writing by the disclosing party; and provided that the
writing is clearly marked "CONFIDENTIAL INFORMATION" in bold letters in
conspicuous locations; and provided that the writing thus marked is delivered to all
personnel of the receiving party to whom the oral disclosure was made. Confidential
Information shall be received and maintained by the receiving party in strict confidence,
and shall not be disclosed to any third party. Neither party shall use the other party's
Confidential Information for any purpose other than purposes related to the performance of
the Project, or purposes related to evaluating a proposed license under Article 8. The
parties may disclose Confidential Information to their employees requiring access for
these purposes; provided, however, that prior to making any such disclosures each such
employee shall be apprized of the duty and obligation to maintain Confidential Information
in confidence and not to use such information for any purpose other than in accordance
with the terms and conditions of this Agreement. Neither party will be held financially
liable for any inadvertent disclosure of the other party's Confidential Information, but
each agrees to use reasonable efforts not to disclose any Confidential Information of the
other party. Should either party realize that one party has inadvertently disclosed any of
the other's Confidential Information to a third party, the parties shall promptly confer
as to what course of action is appropriate under the circumstances. On written request,
the party who made the inadvertent disclosure shall promptly notify the third party that
an inadvertent disclosure had been made of confidential materials, and shall request the
third party promptly to return all copies of the disclosed Confidential Information. |
| 7.2 |
Nothing contained herein will in any way restrict or impair
either party's right to use, disclose, or otherwise deal with any Confidential Information
that: |
| |
7.2.1 |
At the time of receipt is public knowledge, or after receipt becomes
public knowledge through no act or omission of the receiving party; or |
| |
7.2.2 |
Was known to the receiving party as evidenced by written records prior to
the disclosure by the providing party; or |
| |
7.2.3 |
Is received from a third party who did not, directly or indirectly, obtain
the information or material from the providing party; or |
| |
7.2.4 |
Is required to be disclosed by a court or government agency, provided that
the providing party is given reasonable notice and opportunity to contest the required
disclosure; or |
| |
7.2.5 |
Is published by University in accordance with the provisions of Article 6. |
| 7.3 |
The confidentiality obligations of this Article 7 shall
continue until three years after the termination of the Agreement. |
| 7.4 |
"Option Clause" - If any patent rights, trade
secret rights, or other intellectual property rights of a party are reflected in or
included in any Confidential Information that is disclosed to the other party, the
receiving party shall not thereby acquire any license or other rights under those patent
rights, trade secret rights, or other intellectual property rights of the disclosing
party; except that University shall have a limited license under any such rights of
Sponsor, this license being limited to University's activities in performing the Project. |
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| Article
8 - Intellectual Property Rights |
| 8.1 |
"Funded Technology" shall mean all rights in any
invention (whether or not patentable) that satisfies both of the following conditions: (1)
that is owned by University, or is subject to an obligation of assignment to University;
and (2) that is both conceived and first actually reduced to practice in the specific
scope of work contemplated by the Project, during the Project Period, at a time when
Sponsor's financial obligations to University under this Agreement are current. "Funded
Technology" shall also include all rights in any computer software (whether or
not patentable) that satisfies both of the following conditions: (1) that is owned by
University, or is subject to an obligation of assignment to University; and (2) that is
fixed in a tangible medium of expression in the course of the Project, during the Project
Period, at a time when Sponsor's financial obligations to University under this Agreement
are current. If University is a co-owner of rights in an invention or in certain software
under circumstances where University's part-interest in that invention or software, if
considered alone, would otherwise satisfy this definition of "Funded Technology,"
then University's part-interest in that invention or software shall be treated as "Funded
Technology." For example, if an invention that otherwise satisfied this Sponsor
employee, then University and Sponsor shall jointly own that invention, and Sponsor shall
have the rights provided in Paragraph 8.2 to negotiate for a license under
University’s part-interest in that invention. Sponsor shall be the sole owner of
inventions that are conceived entirely by employees of Sponsor. |
| 8.2 |
University shall own all Funded Technology. University shall promptly
notify Sponsor of any new invention or software within Funded Technology, subject to the
confidentiality provisions of Article 7. University may file such patent applications
directed to inventions within Funded Technology as University in its sole discretion sees
fit. At any time prior to a date 180 days after the filing date of the first patent
application directed to a particular invention within Funded Technology (or, in the case
of software within Funded Technology for which no patent application is filed, at any time
prior to a date 180 days after University's notification to Sponsor of the creation of the
software), on Sponsor's written request University and Sponsor shall negotiate in good
faith to try to reach mutually agreeable terms for an exclusive or non-exclusive license
to Sponsor under the applicable patent application and any resulting patent, or under
applicable copyrights in the case of unpatented software. It is anticipated that the terms
of any such license agreement would include the following provisions: reasonable
compensation for University; reasonable minimum performance standards for Sponsor; and
other standard University patent license provisions, including (by way of example)
provisions concerning patenting expenses, the use of University's name, indemnity,
insurance, inflation, and disclaimer of warranties. However, neither party shall be
obligated to enter into such a license agreement if mutually agreeable terms cannot be
found; the obligation imposed by this Paragraph is an obligation only to negotiate in good
faith. If no license agreement respecting a particular invention within Funded Technology
has been entered into between University and Sponsor within 180 days after the filing date
of the first patent application directed to that invention (or, in the case of software
within Funded Technology for which no patent application is filed, within 180 days after
University's notification to Sponsor of the creation of the software), then University
shall be free to dispose of University's rights in that invention or software as
University in its sole discretion sees fit, with no further obligation to Sponsor with
respect to that invention or software. University makes no representation or warranty that
any act or any manufacture that uses information from the Project (whether under a license
under this Article 8 or otherwise) will be free from infringement of patents of third
parties or other rights of third parties. Sponsor shall have no rights arising from this
Agreement in any LSU inventions or LSU software other than in "Funded
Technology," as that term is defined in Paragraph 8.1 above. |
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| Article
9 - Term and Termination |
| 9.1 |
This Agreement shall become effective upon the first date specified in
Paragraph 1.2, and shall continue in effect for the full duration of the Project Period
unless sooner terminated in accordance with the provisions of this Article 9, or of
Paragraph 2.2. The parties may, however, extend the term of this Agreement for additional
periods under mutually agreeable terms if the extension is reduced to writing and executed
by both parties. Either party may terminate this Agreement on thirty days written notice. |
| 9.2 |
If either party commits any breach of or default in any of the terms or
conditions of this Agreement, and fails to remedy that default or breach within thirty
days after receipt of written notice of the breach from the other party, the party giving
notice at its option may, in addition to any other remedies which it may have at law or in
equity, terminate this Agreement by sending notice of termination in writing to the other
party, and such a notice of termination shall be effective as of the date of its receipt. |
| 9.3 |
In the Court's discretion, the prevailing party in any dispute arising out
of the interpretation or application of any provision of this Agreement may be awarded
reasonable attorney's fees, court costs and expenses, including those associated with any
appellate or enforcement proceedings. |
| 9.4 |
Termination of this Agreement by either party for any reason shall not
affect the rights and obligations of the parties accrued prior to termination, nor shall
termination of this Agreement, however effected, release the parties from their respective
rights and obligations under Articles 4, 5, 6, 7, 8, 10, 12, and 13. |
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| Article
10 - Independent Contractors |
| 10.1 |
In the performance of all obligations under this Agreement: |
| |
10.1.1 |
Each party shall be an independent contractor, and therefore neither party
shall be entitled to any benefits applicable to employees of the other party; |
| |
10.1.2 |
Neither party is authorized to act as agent for the other for any purpose;
and neither party shall enter into any contract, warranty, or representation as to any
matter on behalf of the other party. Neither party shall be bound by the acts or conduct
of the other party. |
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Article
11 - Insurance |
| 11.1 |
University warrants and represents that University has adequate liability
insurance, such protection being applicable to University's officers, employees, and
agents while acting within the scope of their employment by University; and that
University has no liability insurance policy as such that can extend protection to any
other person. |
| 11.2 |
Each party assumes any and all risks of personal injury and property
damage attributable to the negligent acts or omissions of that party and the officers,
employees, and agents of that party. |
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| Article 12
- Obligation of Sponsor to Defend and Indemnify Claims |
| 12.1 |
Sponsor shall indemnify, defend, and hold harmless University
and University's agents, officers, board members, employees, and anyone for whom LSU may
be liable (collectively, "Indemnitees") against any and all claims,
costs, or liabilities, including incidental and consequential damages, together with
attorney's fees and court costs at both trial and appellate levels, for any loss, damage,
injury, or loss of life, caused by the actions of Sponsor or of its officers, servants,
agents, or by any third party acting on behalf of or under authorization from Sponsor in
the performance of this Agreement, or for losses arising out of the use by Sponsor or by
any third party acting on behalf of or under authorization from Sponsor, of products or
processes developed or made as a result of information or materials received from
University. |
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| Article 13 - Use of
Chemicals or Biological Materials |
| 13.1 |
If chemicals or biological materials (collectively, "Materials")
are supplied by Sponsor to University, then on University's request Sponsor shall accept
any unused portions of the Materials supplied by Sponsor (and, in the case of biological
materials, any progeny of such Materials), including the containers in which the Materials
are shipped, provided that the Materials and containers are properly labeled by University
upon their return to Sponsor.
Further, for each Material supplied, Sponsor shall furnish University with sufficient
information to permit reasonable interpretation of the results obtained in the resulting
investigations, and to identify precautions needed to help protect the health and safety
of personnel using the Materials and of the public; the information thus to be supplied by
Sponsor shall include all pertinent material safety data sheets. |
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| Article 14 -
Governing Law |
| 14.1 |
This Agreement shall be governed and construed in accordance with the laws
of the State of Louisiana. |
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| Article 15 - Disputes |
| 15.1 |
Any controversy of fact or law arising out of or related to this Agreement
that cannot be satisfactorily resolved by the parties shall be adjudicated only in a court
of competent jurisdiction in East Baton Rouge Parish, State of Louisiana. |
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| Article 16 - Assignment |
| 16.1 |
Each party represents that it is acting on its own account, and not on
behalf of another private or governmental party. Neither this Agreement nor any rights
under this Agreement may be assigned by either party without the prior written consent of
the other party. |
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| Article
17 - Entire Agreement; Modification; Project Results; Other Research |
| 17.1 |
This Agreement constitutes the entire understanding between Sponsor and
University, and supersedes any prior agreement or understanding on the same subject
matter. Any modification or amendment to this Agreement shall not be effective unless and
until reduced to writing and executed on behalf of both Sponsor and University. |
| 17.2 |
University makes no representation or warranty regarding what the results
of the Project will be. |
| 17.3 |
Sponsor agrees that nothing in this Agreement shall be construed to limit
the freedom of the Principal Investigator or any other University personnel from engaging
in research in the same field that is covered by this Agreement. Sponsor acknowledges that
the rights specified in this Agreement are subject to the rights of other sponsors in
other research agreements to which University is a party. |
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| Article
18 - Order of Precedence |
| 18.1 |
In the event of an otherwise irresolvable inconsistency, the inconsistency
shall be resolved by giving precedence in the following order: (a) first, to the
main body of this Research Agreement, (b) second, to the attached Statement of Work
(Appendix A), and (c) third, to any accompanying purchase order form. |
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| Article 19 -
Severability |
| 19.1 |
If any part of this Agreement is deemed void or unenforceable by a court
of competent jurisdiction, the remaining provisions shall remain in full force and effect.
Furthermore, in lieu of that invalid part, there shall be automatically added to this
Agreement a provision as similar in terms to that invalid part as may be possible, legal,
valid, and enforceable. |
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| Article 20 - Notices |
| 20.1 |
Notices, invoices, and communications shall be deemed made if given by
registered or certified mail, postage prepaid, and addressed to the party to receive such
notice, invoice, or communication at the address given below, or such other address as may
hereafter be designated by notice in writing: |
If to Sponsor:
(Business Matter) |
|
| |
|
If to Sponsor:
(Technical Matter) |
|
| |
|
If to University:
(Business Matter) |
Marilyn L. Zimny, Ph.D.
Vice Chancellor for Academic Affairs
433 Bolivar Street
Louisiana State University
New Orleans, Louisiana 70112 |
| |
|
If to University:
(Technical Matter) |
|
IN WITNESS WHEREOF, the parties have caused this
Agreement to be executed in duplicate.
| Sponsor |
University |
| _________________________ |
_________________________ |
| By:___________, ___________ |
By: Marilyn L. Zimny, Ph.D.
Vice Chancellor for Academic Affairs |
| |
|
| Date:_____________________ |
Date:_____________________ |
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The statements found on this page are for informational purposes only. While
every effort is made to ensure that this information is up-to-date and accurate, for
official information please consult a printed University publication.
Last revised: 08/17/98