• Standard Research Agreement (example)
• Sponsored Program Agreement (short duration) (example)
• Standard University of Florida Research Confidentiality Agreement (Negotiated) (example)

• Florida Statutes (State of Florida - University Research) (example)

The examples on this page may not be current. Please see the IFAS Sponsored Research home site to obtain current information.

STANDARD RESEARCH AGREEMENT

THIS AGREEMENT effective this __day of _____by and between _____________________, with offices located at ________________________, (hereinafter referred to as "Sponsor") and the UNIVERSITY OF FLORIDA, a member of the State University System of the State of Florida, acting for and on behalf of the Board of Regents, a public corporation of the State of Florida ("University").

WITNESSETH

WHEREAS, the research program contemplated by this Agreement is 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 and/or discoveries;

NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, the parties hereto agree to the following:

Article 1 - Definitions

As used herein, the following terms shall have the following meanings:

1.1 "Project" shall mean the description of the project s described in Appendix A hereof, under the direction of , as principal investigator (University project director).

1.2 "Contract Period" is ___________through ____________.

1.3 "University Intellectual Property" shall mean individually and collectively all inventions, improvements and/or discoveries which are conceived and/or made by one or more employees of University in performance of Project.

Article 2 - Research Work

2.1 University shall commence the performance of Project promptly after the effective date of this Agreement, and shall use reasonable efforts to perform such Project substantially in accordance with the terms and conditions of this Agreement. Anything in this Agreement to the contrary notwithstanding, Sponsor and University may at any time amend Project by mutual written agreement.

2.2 In the event that the Principal Investigator becomes unable or unwilling to continue Project, and a mutually acceptable substitute is not available, University and/or Sponsor shall have the option to terminate said Project.

Article 3 - Reports and Conferences

3.1 Written program reports shall be provided by University to Sponsor every ___________, and a final report shall be submitted by University within forty-five (45) days of the conclusion of the Contract Period, or early termination of this Agreement.

3.2 During the term of this Agreement, representatives of University will meet with representatives of Sponsor at times and places mutually agreed upon to discuss the progress and results, as well as ongoing plans, or changes therein, of Project to be performed hereunder.

Article 4 - Costs, Billings and Other Support

4.1 It is agreed to and understood by the parties hereto that, subject to Article 2, total costs to Sponsor hereunder shall not exceed the sum of _______, (_______ ) annually. Payment shall be made by Sponsor according to the following schedule: $________ , US Dollars upon signing and $________ , every six months thereafter.

Article 5 - Publicity

5.1 Sponsor will not use the name of University, nor of any member of University's Project staff, in any publicity, advertising, or news release without the prior written approval of an authorized representative of University. University will not use the name of Sponsor, nor any employee of Sponsor, in any publicity without the prior written approval of Sponsor.

Article 6 - Publications

6.1 Sponsor recognizes that under University policy, the results of University Project must be publishable and agrees that Researchers engaged in Project shall be permitted to present at symposia, national, or regional professional meetings, and to publish in journals, theses or dissertations, or otherwise of their own choosing, methods and results of Project, provided, however, that Sponsor shall have been furnished copies of any proposed publication or presentation at least three (3) months in advance of the submission of such proposed publication or presentation to a journal, editor, or other third party. Sponsor shall have three (3) months, after receipt of said copies, to object to such proposed presentation or proposed publication because there is patentable subject matter which needs protection. In the event that Sponsor makes such objection, said Researcher(s) shall refrain from making such publication or presentation for a maximum of three (3) months from date of receipt of such objection in order for University to file patent application(s) with the United States Patent and Trademark Office and/or foreign patent office(s) directed to the patentable subject matter contained in the proposed publication or presentation.

Article 7 - Intellectual Property

7.1 All rights and title to University Intellectual Property under Project shall belong to University and shall be subject to the terms and conditions of this Agreement.

7.2 Rights to inventions, improvements and/or discoveries, whether patentable or copyrightable or not, relating to Project made solely by employees of Sponsor shall belong to Sponsor. Such inventions, improvements, and/or discoveries shall not be subject to the terms and conditions of this Agreement.

7.3 University will promptly notify Sponsor of any University Intellectual Property conceived and/or made during the Contract Period under Project. If Sponsor directs that a patent application or application for other intellectual property protection be filed, University shall promptly prepare, file, and prosecute such U.S. and foreign application in University's name. Sponsor shall bear all costs incurred in connection with such preparation, filing, prosecution, and maintenance of U.S. and foreign application(s) directed to said University Intellectual Property. Sponsor shall cooperate with University to assure that such application(s) will cover, to the best of Sponsor's knowledge, all items of commercial interest and importance. While University shall be responsible for making decisions regarding scope and content of application(s) to be filed and prosecution thereof, Sponsor shall be given an opportunity to review and provide input thereto. University shall keep Sponsor advised as to all developments with respect to such application(s) and shall promptly supply to Sponsor copies of all papers received and filed in connection with the prosecution thereof in sufficient time for Sponsor to comment thereon.

7.4 If Sponsor elects not to exercise its option or decides to discontinue the financial support of the prosecution or maintenance of the protection, University shall be free to file or continue prosecution or maintain any such application(s), and to maintain any protection issuing thereon in the U.S. and in any foreign country at University's sole expense.

Article 8 - Grant of Rights

8.1 Pursuant to Article 7.3, University grants Sponsor the first option, for consideration, a non-exclusive license or an exclusive license with a right to sublicense, on terms and conditions to be mutually agreed upon. The option shall extend for a time period of 90 days from the date of disclosure to Sponsor.

Article 9 - Term and Termination

9.1 This Agreement shall become effective upon the date first hereinabove written and shall continue in effect for the full duration of the Contract Period unless sooner terminated in accordance with the provisions of this Article. The parties hereto may, however, extend the term of this Agreement for additional periods as desired under mutually agreeable terms and conditions which the parties reduce to writing and sign. Either party may terminate this agreement upon ninety (90) days prior written notice to the other.

9.2 In the event that either party hereto shall commit any breach of or default in any of the terms or conditions of this Agreement, and also shall fail to remedy such default or breach within ninety (90) days after receipt of written notice thereof from the other party hereto, the party giving notice may, at this option and 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 to such effect, and such termination shall be effective as of the date of the receipt of such notice.

9.3 Subject to Article 8, termination of this Agreement by either party for any reason shall not affect the rights and obligations of the parties accrued prior to the effective date of termination of this Agreement. No termination of this Agreement, however effectuated, shall affect the Sponsor's rights and duties under Article 7 hereof, or release the parties hereto from their rights and obligations under Articles 4, 5, 6, 7, 8, and 10.

Article 10 - Independent Contractor

10.1 In the performance of all services hereunder:

10.1.1 University shall be deemed to be and shall be an independent contractor and, as such, University shall not be entitled to any benefits applicable to employees of Sponsor;

10.1.2 Neither party is authorized or empowered to act as agent for the other for any purpose and shall not on behalf of the other enter into any contract, warranty, or representation as to any matter. Neither shall be bound by the acts or conduct of the other.

Article 11 - Insurance

11.1 University warrants and represents that University has adequate liability insurance, such protection being applicable to officers, employees, and agents while acting within the scope of their employment by University, and University has no liability insurance policy as such that can extend protection to any other person.

11.2 Each party hereby 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 thereof.

Article 12 - Governing Law

12.1 This Agreement shall be governed and construed in accordance with the laws of the State of Florida.

Article 13 - Assignment

13.1 This Agreement shall not be assigned by either party without the prior written consent of the parties hereto.

13.2 This Agreement is assignable to any division of Sponsor, any majority stockholder of Sponsor, and/or any subsidiary of Sponsor in which 51 percent of the outstanding stock is owned by Sponsor.

Article 14 - Agreement Modification

14.1 Any agreement to change the terms of this Agreement in any way shall be valid only if the change is made in writing and approved by mutual agreement of authorized representatives of the parties hereto.

Article 15 - Notices

15.1 Notices, invoices, communications, and payments hereunder shall be deemed made if given by registered or certified envelope, 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 Attn:

.


If to University: Dr. Thomas E. Walsh, Director
Sponsored Research
University of Florida
219 Grinter Hall
Gainesville, FL 32611-2037

If Technical Matter: Dr.

IN WITNESS WHEREOF, the parties have caused these presents to be executed in duplicate as of the day and year above written.

_________________________
By:
Title:

UNIVERSITY OF FLORIDA

_________________________
By:
Title:

SPONSORED PROGRAM AGREEMENT

between

THE INSTITUTE OF FOOD AND AGRICULTURAL SCIENCES
UNIVERSITY OF FLORIDA
Gainesville, Florida 32611

and

Sponsor: _________________________________
Attention: _________________________________
Address: __________________________________
Phone: ______________ Fax: _________________
Email: ____________________________________

I. This written agreement confirms an oral agreement made as of the ___day of __________________________________________ 20_____, the effective date, between representatives of the parties named above. The work covered by this agreement is for the purpose of generating and disseminating useful knowledge and is subject to the terms and conditions contained herein. The program is entitled:___________________________________
II. In furtherance of the program to be undertaken, IFAS agrees to:
a) Plan and conduct the work required for this program under the supervision of the Principal Investigator (PI),
___________________________________________,in the IFAS Unit _____________________________________________
b) Arrange for facilities and provide trained personnel insofar as they are available and necessary to conduct this program.
c) Furnish program reports as follows: _________________________________________________________________________
III. The sponsor agrees to:
a) Provide a grant in the amount of $ ___________________in support of this program. Pursuant to the oral agreement between
the parties the effective period commences on _________________________ and ends on __________________________________________

b) Furnish full payment with this executed agreement to IFAS Sponsored Programs Office, G040 McCarty Hall, P.O.
Box 110110, University of Florida. Gainesville, Florida 32611-0110. Make checks payable to the University of Florida-I FAS.
c) Furnish other specified item(s):
IV. The parties mutually agree that:
a) This program shall be conducted by IFAS in accordance with the laws, rules and regulations of the State of Florida, the Board of Regents, the State University System, and the University of Florida.
b) IFAS shall not be required to furnish fiscal accounting reports to the Sponsor.
c) The funds supplied by the Sponsor to IFAS for carrying out this program shall be fixed cost. The Sponsor shall have no responsibility for any expenditure in excess of the amount specified above.
d) The results of the program shall be available to the Sponsor upon reasonable advance notice. Upon written request of the Sponsor, manuscripts describing said results can be furnished and publication may be delayed for a maximum of four (4) months in order to allow adequate time for patent or copyright disclosure considerations.
e) No advertising, publicity, or news release containing any reference to IFAS or the University of Florida shall be used by the Sponsor or anyone in the Sponsor's behalf unless prior written approval shall have been obtained from IFAS.
f) This Agreement may be renewed or extended by written mutual agreement of the parties.
g) This instrument, including attachments, if any, now contains the entire agreement of the parties. There are no promises, terms, conditions, or obligations other than those contained herein. Attachments:

Principal Investigator

________________________________ Date __________

SS# ______________________ Title ________________

By: ________________________________ Date _______
Unit Administrator

By: ________________________________ Date _______
Dean for

By: ________________________________ Date _______

Director, IFAS Sponsored Programs

For the University of Florida

By ________________________________ Date ________

Division of Sponsored Research

For the Sponsor:

_________________________________ Date ________

Name _____________________

Title ______________________

IGO 4000 Rev 4/98

Standard University of Florida Research Confidentiality Agreement (Negotiated)

MUTUAL CONFIDENTIALITY AGREEMENT

This Agreement between_______________________________________________ (hereinafter COMPANY) and the University of Florida (hereinafter FLORIDA) is entered into to protect certain Technical Information that the two parties desire to exchange. The Technical Information relates to _________________________________________ (hereinafter PRODUCT).

DEFINITIONS

For the purposes of this Agreement, "Technical Information" means any intellectual property relating to the PRODUCT, including know-how, inventions, processes, and biological materials, received by either party from the other by any means, whether received prior to the date of this Agreement, during negotiations for, or after its execution.

DISCLOSURE RESTRICTIONS

To the extent permissible by Florida state law, neither party will directly or indirectly disclose Technical Information received from the other party nor publish it nor use it for purposes other than those covered by this Agreement without the prior written consent of the other party 'UNLESS:

1. A party can demonstrate with written evidence that the information was already in its possession prior to the date of disclosure by the other party,

2. The Technical Information is published or becomes public domain through some means other than its disclosure by the party receiving the Technical Information, or,

3. The Technical Information is received from a third party who had a right to disclose it.

Each party will safeguard the Technical Information to the best of its abilities. They will disclose it to only those employees who have a need and a right to know it and will instruct the employees not to disclose it to anyone else.

PUBLICITY

No advertising, publicity, or news release containing any reference to FLORIDA or its employees can be used by the COMPANY without the prior written approval of FLORIDA.

INDEMNIFICATION

COMPANY agrees to indemnify, hold harmless, and defend FLORIDA and its officers, employees, students, and agents, whether current or former, against any and all claims for death, illness, personal injury, and property damage, including court costs and attorneys fees, arising out of the use of the Technical Information by COMPANY.

MARKING

Each party must clearly mark the Technical Information acquired from the other party with the word, "Confidential."

LIMITATION

This Agreement does not grant or offer to grant any rights or licenses relating to the Technical Information or the PRODUCT, unless expressly stated in this Agreement.

TERM

This Agreement is effective beginning __________________________________ , 20__ , and will be binding for one year afterward or the term of any license for the PRODUCT belonging to COMPANY or FLORIDA, whichever is longer.

RETURN OF MATERIALS

Upon termination of this Agreement, each party will return all Technical Information and copies of it to the party that disclosed it except that it will keep one copy of the Technical Information in its attorney's office marked "Confidential" so that it has proof of the Technical Information disclosed to it.

ASSIGNMENT

This Agreement will not be assigned to a third party without the prior written consent of both parties.

Florida Statutes (State of Florida - University Research)

240.241 Divisions of sponsored research at state universities.-
(1) Each university, with the approval of the Department of Education, is authorized to create, as it deems advisable, divisions of sponsored research which will serve the function of administration and promotion of the programs of research, including sponsored training programs, of the university at which they are located.

(2) The university shall set such policies to regulate the activities of the divisions of sponsored research as it may consider necessary to effectuate the purposes of this act and to administer the research programs in a manner which assures efficiency and effectiveness, producing the maximum benefit for the educational programs and maximum service to the state. To this end, materials that relate to methods of manufacture or production, potential trade secrets, potentially patentable material, actual trade secrets, business transactions, or proprietary information received, generated, ascertained, or discovered during the course of research conducted within the state universities shall be exempt from the provisions of chapter 119; except that a division of sponsored research shall make available, upon request, the title and description of a research project, the name of the researcher, and the amount and source of funding provided for such project.

(3) A division of sponsored research created under the provisions of this act shall be under the supervision of the president of that university, who is authorized to appoint a director; to employ full-time and part-time staff, research personnel, and professional services; to employ on a part-time basis personnel of the university; and to employ temporary employees whose salaries are paid entirely from the permanent sponsored research development fund or from that fund in combination with other nonstate sources, with such positions being exempt from the requirements of the Florida Statutes relating to salaries, except that no such appointment shall be made for a total period of longer than 1 year.

(4) The president of the university where a division of sponsored research is created, or his designee, is authorized to negotiate, enter into, and execute research contracts; to solicit and accept research grants and donations; and to fix and collect fees, other payments, and donations that may accrue by reason thereof. The president or his designee may negotiate, enter into, and execute contracts on a cost-reimbursement basis and may provide temporary financing of such costs prior to reimbursement from moneys on deposit in the sponsored research development fund, except as may be prohibited elsewhere by law.

Last Update: 26 August, 2004

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Contact - JSmoot@crec.ifas.ufl.edu