Reimbursement Agreement Format
(1) Each party has certain documents, data, information and/or methods that are confidential and the property of that party (collectively, “Confidential Information”). Confidential information does not include, and the recipient (defined below) is not required to refrain from disclosing or using any information that: (i) is generally publicly available prior to the date of disclosure; (ii) becomes part of the public domain or becomes publicly known or available by publication or otherwise, and not by an unauthorized act or omission of the recipient; (iii) lawfully disclosed to the recipient by third parties without breaching any obligation of non-use or confidentiality; or (iv) independently developed by persons who are in the service of the Recipient or who have no contact with the Confidential Information, as indicated in the written records. (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. (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. (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”). (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. Each party is responsible for compliance with export control laws.
If it is necessary for the Parties to exchange known or suspected export-controlled items, the Disclosing Party shall, prior to disclosure or exchange: (i) provide written notice to the other Party; and (ii) provide the other Party with the applicable classification number for export controls (“ECCN”) or any other classification for such goods. The Parties undertake to mark and mark all controlled items as being export controlled and to indicate the recognizable authority (i.B. AEOI, ITAR, OFAC, NRC/DOE regulations) for such controlled items. As used herein, the following terms mean: (i) “Item” – Goods, Software and Technology; (ii) `goods` means any article, material or supply other than technology and software; (iii) `software` means a set of one or more programmes or microprogrammes fixed in a means of physical expression; and (iv) `technology` means the specific information necessary for the development, manufacture or use of a device, including technical data and technical assistance. .
