Sample Contract Research Agreement
Dr. Frederic Erbisch, Director (Retired), Office of Intellectual Property,
Michigan State University,
is effective this _____ day of _____________, 20__ by
and between the _____________ , with an office at _______________________
(hereinafter "Recipient") and ___________________ with an office at
________________________ (hereinafter "Sponsor”).
WHEREAS, the parties desire to conduct certain research
programs of mutual interest to the parties; and
WHEREAS, such research programs may further the research
objectives of Sponsor in a manner consistent with its status as a ______________
institution, and may derive benefits for both Recipient and Sponsor through
NOW, THEREFORE, in consideration of the promises 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 a project described in a fully
executed Project Proposal.
1.2 “Project Proposal” shall mean a research proposal which is
attached hereto and incorporated herein by reference.
1.3 "Contract Period" will be the period, beginning
_________________, 2__ through ______________, 2__, renewable in accordance
with the terms hereof, unless earlier terminated pursuant to this Agreement.
1.4 "Sponsor Intellectual
Property" shall mean individually and collectively all inventions,
improvements or discoveries, whether or not
which are conceived or made solely by one or more employees of Sponsor in
performance of the Project during the Contract Period.
1.5 “Joint Intellectual Property" shall mean individually and
collectively all inventions, improvements and discoveries, whether or not
patentable or copyrightable, which are conceived and reduced to practice jointly
by one or more employees of each Party during the term of this Agreement.
1.6 "Recipient Intellectual Property" shall mean individually
and collectively all inventions, improvements or discoveries, whether or not
patentable or copyrightable, which are conceived or made solely by one or more
employees of Recipient in performance of the Project during the Contract Period.
ARTICLE 2 -
2.1 Recipient shall perform each Project in accordance with
the terms and conditions of this Agreement.
2.2 In the event that the applicable Project Director ceases
to direct the associated Project and a mutually acceptable substitute is not
found within 80 days of such cessation, either Recipient or Sponsor shall have
the option to terminate said Project.
ARTICLE 3 - REPORTS
3.1 Written program reports describing the results of the
applicable Project to date and information regarding the current status and
future activities to be undertaken as part of such Project shall be provided by
Recipient to Sponsor as required by the applicable Project Proposal, provided
that such reports shall in no event be delivered less frequently than quarterly.
3.2 During the term of this Agreement, representatives of
Recipient may 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 each Project.
3.3 During the term of this Agreement, Recipient agrees to
permit representatives of Sponsor to examine at any reasonable time during
normal business hours
(i) the facilities where the Project is being conducted,
(ii) associated raw research data, and
(iii) any other relevant information (and to make copies) necessary for the
Sponsor to confirm that such Projects are being conducted in conformance with
the applicable Project Proposal and in compliance with applicable laws and
ARTICLE 4 - COSTS,
BILLINGS, AND OTHER SUPPORT
4.1 It is agreed that total costs to Sponsor for any Project
hereunder shall not exceed the sum set forth in the applicable Project Proposal.
Payment shall be made by Sponsor within thirty (30) days of receipt of monthly
invoices for actual charges incurred by the Recipient in performance of the
applicable Project provided that Recipient is not in breach of this Agreement.
4.2 Recipient shall retain title to any equipment necessary
for the conduct of a Project, purchased pursuant to a signed Project Proposal
with funds provided by Sponsor under this Agreement.
4.3 In the event of early termination of this Agreement by
Sponsor pursuant to this Agreement other than for breach of this Agreement,
Sponsor shall pay all costs accrued by Recipient as of the date of termination,
including but not limited to reasonable non-cancellable obligations incurred
prior to the effective date of termination made pursuant to a fully executed
Project Proposal. Project Proposal shall set forth a budget for travel and other
out-of-pocket expenses to be incurred pursuant to the applicable Project.