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Sample Membership Agreement
This Agreement is made this __________ day of 20____ by and between The University of _________________________________________ (hereinafter called "UNIVERSITY") and _______________________________ (hereinafter called "COMPANY").
WHEREAS,
the parties to this Agreement intend to join together in a cooperative
effort to support an Industry/University Cooperative Research Center
for __________________________________________ (hereinafter called "CENTER")
at the UNIVERSITY to maintain a mechanism whereby the UNIVERSITY environment
can be used to perform research to _______________________________________________________
______________________________________________________________________
______________________________________________________________________.The
parties hereby agree to the following terms and conditions:A. CENTER will
be operated by certain faculty, staff and students at the UNIVERSITY. For
the first five years, the CENTER will be supported jointly by industrial
firms, Federal laboratories, the National Science Foundation (NSF), the State,
and the UNIVERSITY. It is possible that the UNIVERSITY may receive support
from NSF for an addtional five years.B. Any COMPANY, Federal Research and
Development organization, or any Government-owned Contractor Operated laboratory
may become a sponsor of the CENTER, consistent with applicable state and
federal laws and statutes. Federal Research and Development organizations
and Government-owned Contractor Operated laboratories may become sponsors
of the CENTER on terms and conditions other than those in this agreement
upon approval by UNIVERSITY and two-thirds of the Industrial Advisory Board.C.
COMPANY agrees to contribute $_________ annually in support of the CENTER
and thereby becomes a member. Payment of these membership fees shall be made
to the University of _________ as a lump sum effective __________________;
or in four equal quarterly installments on __________, _________, _________
and __________ of each year of sponsorship. Checks from COMPANY should be
mailed to _________________________________________________ and made payable
to ________________________. Because research of the type to be done by the
CENTER takes time and research results may not be obvious immediately, COMPANY
should join CENTER with the intention of remaining a fee paying member for
at least two years. However, COMPANY may terminate this Agreement by giving
UNIVERSITY 90 days written notice prior to the termination date.D. The organization
and operation of CENTER will be specified by CENTER bylaws that will be adopted
at the first Industrial Advisory Board meeting. The bylaws, when adopted,
will become part of this Agreement.E. There will be an Industrial Advisory
Board composed of one representative from each member. This board makes recommendations
on (a) the research projects to be carried out by CENTER (b) the apportionment
of resources to these research projects, and (c) changes in the bylaws. The
operation of this board is specified in the bylaws.F. UNIVERSITY reserves
the right to publish in scientific or engineering journals the results of
any research performed by CENTER. COMPANY, however, shall have the opportunity
to review any paper or presentation containing results of the research program
of CENTER prior to publication of the paper, and shall have the right to
request a delay in publication for a period not to exceed one (1) year from
the date of submission to COMPANY, for proprietary reasons, provided that
COMPANY makes a written request and justification for such delay within sixty
(60) days from the date the proposed publication is submitted by certified
mail to COMPANY.G. All patents derived from inventions conceived or first
actually reduced to practice in the course of research conducted by the CENTER
shall belong to UNIVERSITY. UNIVERSITY, pursuant to chapter 18 of title 35
of the United States Code, commonly called the Bayh-Dole Act, will have ownership
of all patents developed from this work, subject to "march-in" rights
as set forth in this Act. COMPANIES that wish to exercise rights to a royalty-free
license agree to pay for the costs of patent application. UNIVERSITY agrees
that all such CENTER sponsors are entitled to a nonexclusive royalty-free
license. COMPANY will have the right to sublicense its subsidiaries and affiliates.
If only one COMPANY seeks a license, that COMPANY may obtain an exclusive
fee-bearing license through one of its agents. COMPANY has the right to sublicense
its subsidiaries and affiliates.H. Copyright registration shall be obtained
for software developed by CENTER. COMPANY shall be entitled to a nonexclusive,
royalty-free license to all software developed by CENTER. COMPANY will have
the right to enhance and to re-market enhanced or unenhanced software with
royalties due to CENTER to be negotiated, based on the worth of the initial
software, but not to exceed __% of a fair sale price of the enhanced software
product sold or licensed by COMPANY.I. Any royalties and fees received by
UNIVERSITY under this Agreement, over and above expenses incurred, will be
distributed as follows:(1) ___%to inventor, or in accordance with UNIVERSITY
royalty-sharing schedule,(2) ___% to the University of _________________________________________,
and(3) ___% to CENTER operating account, or to the College of _________________________
in the event that CENTER is no longer in operation.
J. Neither party is assuming any liability for the actions or omissions of the other party. Each party will indemnify and hold the other party harmless against all claims, liability, injury, damage or cost based upon injury or death to persons, or loss of, damage to, or loss of use of property that arises out of the performance of this agreement to the extent that such claims, liability, damage, cost or expense results from the negligence of a party's agents or employees.
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