Collaborative ResearchAgreement

This agreement ("Agreement") is made by and between National Taiwan University at No. 1, Sec. 4, Roosevelt Road, Taipei, 10617 Taiwan(R.O.C) (hereinafter “NTU”) and______, Inc, a corporation having an address at <ADDRESS> (hereinafter "COMPANY") . The Partiesdo hereby mutually agree the terms and conditions set forth below.

1Mutual Covenant

COMPANY hereby agrees to consign NTU and its designated Principal Investigator to carry out a certain Project (hereinafter referred to as “the Project”), and NTU agrees to use reasonable efforts to perform the Projectas defined in Annex, which shall be incorporated into this Agreement.

2Term of the Research

This Project shall be carried out starting from ＜Date＞(“Effective Date”) and remain in effect until＜Date＞(the “Term”).

3Research Cost and Payment

3.1It is agreed to and understood by the parties that NTU shall be paid for the Project and the amount shall be NT$______(hereinafter “Research Cost”). 75% of Research Cost is for executing the research, and 25% of Research Cost is for NTU’s overheads.In accordance with article 6.2 of “National Taiwan University Guidelines on Industrial-Academic Cooperation Projects”, NTU shall be paid additionalInitial Technology TransferPayment（”ITTP”） andITTP shall include transfer fee and royalty which are described in article 3.3.

3.2The Research Cost shall be paid by following installment:

3.2.1NT$ ______shall be payable within ______days after the Effective Date of this Agreement being duly signed by the parties.

3.2.2NT$ ______shall be payable within ______days after the mid-term result of research being submitted to COMPANY.

3.2.3NT$ ______shall be payable within ______days after the final result of research being submitted to COMPANY.

or < 3.2 Research Cost will be paid by COMPANY after this Agreement is signed.

3.3Initial Technology Transfer Payment (ITTP)

3.3.1Transfer fee: A total amount of NT$______shall be paid by COMPANY in full within ______days from the Effective Date of this Agreement as transfer fee, andit shall exceed 15% of Research Cost.

3.3.2Royalty: COMPANY shall pay to NTU a royalty for the transfer of technical information related to the Research Result during the commercialization period in which the Research Result to produce manufactured products. This royalty is equivalent to ______% of the total sales amount of such products on an annual basis, and is payable on the last day of each period in accordance with the sales amount of products manufactured from the use of the Research Result. NTU is entitled to audit and confirm any such amount. The minimum royalty for each period is ______NT Dollars.

3.3.3ITTP is nonrefundable and will not be returned to COMPANY in the event of expiration or termination of this Agreement.

4Dispense of Payment

NTU shall collect all relevant receipts and vouchers and submit to COMPANY when this Agreement becomes effective and when presenting the result of research in each phase to enable COMPANY to fulfill the Payment.

5Extension of Term

After COMPANY’swritten approval, the Term may be extended for a maximum of one year for one time. NTU shall not request COMPANY to compensate any costs arising in the extension of Term.

6Progress of Research

COMPANY shall be entitled to request NTU or Principal Investigator, if necessary, to present oral presentation with relevant information according to its progress. COMPANY shall be entitled to designate certain representatives and dispatch them to NTU’s premises to speculate the condition of the execution of the research. In this regard, NTU and the Principal Investigator shall provide relevant assistance in due course.

7NTU owns the facilities purchased by NTU with the payment from COMPANY. NTU may enroll the facilities as national property and manage in compliance with National Property Act.

8Intellectual Property Rights

8.1Base on NTU is paid with ITTF by COMPANY, COMPANY is entitled the ownership of all patent rights, copyrights, rights in circuit layouts and other intellectual property rights of the research result developed or potentially obtained by NTU and the Principal Investigator(herein after as “Research Result”).

8.2COMPANY shall bear the expense incurred by such applications for registrations, whileNTU shall provide all requisiteassistance to obtain the aforesaid rights.

9Result of Research

9.1NTU and the Principal Investigator shall submit the result of research according to stipulated schedule specified inProject, or proceed accordingly with the following steps if there is no requirement in Project.

9.1.1NTU and the Principal Investigator shall submit to COMPANY ______copies of the mid-term report of the research within ______months from the Effective Date of the Term as specified in article2.

9.1.2NTU and the Principal Investigator shall submit to COMPANY ______copies of a final report of the research result within ______months after the Term of the research expires as specified in article2.

10Confidentiality

10.1In connection with the Project, it may be necessary for each party to disclose to the other party confidential or proprietary information. This information may include design, composition, and manufacturing information, samples and other tangible material and the information embodied therein, and other information supplied or otherwise communicated hereunder related to the Project and marked as “CONFIDENTIAL”, “PROPRIETARY”, “RESTRICTED” or other similar marking (hereinafter "CONFIDENTIAL INFORMATION"). If a disclosure is made orally, it will be confirmed in writing and marked “CONFIDENTIAL” within 30 days of the disclosure.

10.2NTUand Principal Investigatoragree not to disclose to any third parties any and all CONFIDENTIAL INFORMATIONwithout prior written approval from COMPANY. NTUand Principal Investigator shall demand all members involved in this Research Project comply with this provision in safeguarding the confidential information.

10.3The obligations set forth in the article entitled Confidential Information shall not apply to CONFIDENTIAL INFORMATION which:

(a)the receiving party can show was in its possession prior to receipt from the disclosing party;

(b)is available, or becomes available, to the general public without the receiving party’s fault;

(c) is obtained by the receiving party without an obligation of confidence from a third party who is rightfully in possession of such CONFIDENTIAL INFORMATION and is under no obligation of confidentiality to the disclosing party concerning such CONFIDENTIAL INFORMATION;

(d)is developed by the receiving party independent of work for and without access to CONFIDENTIAL INFORMATION received from the disclosing party and such development is proven by tangible evidence; or

(e)the disclosing party has given the receiving party advance written permission to disclose;

(f) is required to be disclosed by applicable laws and regulations or by judicial or administrative process, provided that the receiving party shall use reasonable efforts under the circumstances to notify the owner of such requirement so as to provide the owner the opportunity to obtain such protective orders or other relief of the compelling court or other entities.

10.4The above obligations set forth in this article entitled Confidential Information shall terminate five (5) years from the date of termination of this Agreement.

11Publications

11.1COMPANY recognizes that under NTU policy, NTU desires to have the right, at its discretion, to release information or to publish any material resulting from the research and COMPANY is agreeable as set forth herein to publication of some portions of this research, provided that such portions do not include any CONFIDENTIAL INFORMATION of COMPANY, and do not jeopardize any potential patent rights, either U.S. or international, in technology developed hereunder.

11.2Thirty (30) days in advance of the proposed submission of an article for publication, including any student thesis or dissertation, NTU shall furnish COMPANY with a copy of any proposed publication that includes information developed under this Agreement. COMPANY shall notify NTU in writing within thirty (30) days after receiving said copy if such proposed publication includes CONFIDENTIAL INFORMATION of COMPANY, whereupon NTU agrees that such material will not be published or will be published excluding any confidential information of COMPANY.In addition, COMPANY may request NTU to delay publishing such proposed publication up to 90 days in order to protect the potential patentability of any invention or discovery described therein.

12Publicity

Neither party shall use the name or marks of the other party, nor any member of the other’s staff, in any publicity, advertising, or news release without the prior written approval of the other party.

13Termination and Force Majeure

13.1In the event that either Party fails to comply with this Agreement or breaches any articlecontained within this Agreement, the other Party shall give such Partyfifteen(15) days for remedy with a written notice. If such Partyfails to correct its own default within 15 days,the non-default Party shall be entitled to terminate this Agreementupon written notice.

13.2Upon the termination at NTU’s option, NTU shall be entitled to keep allpayment already collected from COMPANY without being liable to further claims for any additional damages.

13.3Upon the termination at COMPANY’s option, NTU shall return to COMPANY the portion of the payment unused in the Project without being liable for the refund of any accrued interest. COMPANY may suspend the delivery of any further payment henceforth.

13.4In the event that the performance of any obligation under this Agreement by a Party is prevented due to acts of God, governmental acts or decisions to act or not act, wars, hostilities, blockades, civil disturbances, revolutions, strikes, lockouts, fire, typhoons, tidal waves, flood or any other causes beyond the reasonable control of such Party, such Party shall not be responsible to the other Party for failure or delay of performance of its obligations under this Agreement.

13.5The rights and obligations of Articles 11(No WarrantyClaus),12 (Confidentiality), 13(Publications),and 14(Publicity), shall survive the cancellation, expiration, or termination of this Agreement.

14Effective Date

This Agreement shall not become effective until it is executed by the Parties and will be effective on the first date of the Research project as specified in article2.

15Jurisdiction

In the event that any dispute should arise out of or in connection with this Agreement, the Parties mutually agree to choose Taiwan Taipei District Court as the court of competent jurisdiction at first instance.

16Entire Agreement

16.1This Agreement with its appendix constitutes the entire and final agreement between the Parties with respect to the subject matter addressed herein. Accordingly, all prior and contemporaneous agreements, understandings, conditions, warranties and representations of any kind, oral or written, are hereby superseded and canceled by this Agreement.

16.2The appendix shall have the same force and effect as the main Agreement. In the event there is any conflict between the appendix and the main Agreement, the main Agreement shall prevail.

16.3This Agreementshall be modified or amendedwith mutual agreement.

16.4In the event one or part of the clauses in this Agreement is deemed to be invalid by the Court, all other rights, obligations, and provisions of this Agreement shall remain in full validity.

17Copies of the Agreement

This Agreement contains one format of three original copies and three duplicates. The Parties and the Principal Investigator shall each hold one copy. NTU shall hold two duplicates and COMPANY shall hold one duplicate.

IN WITNESS WHEREOF, both NTUand COMPANY have executed this Agreement, in duplicate originals, by their respective and duly authorized officers on the day and year written.

[Signature Page to Follow]

NTU:
NATIONALTAIWANUNIVERSITY / COMPANY:
______, Inc.
BY: ______
(Signature)
NAME: ______
(in Print)
TITLE: ______
DATE: ______/ BY: ______
(Signature)
NAME: ______
(in Print)
TITLE: ______
DATE: ______
Principal Investigator: / WITNESS:
______
BY: ______
(Signature)
NAME: ______
(in Print)
TITLE: ______
DATE: ______/ BY: ______
(Signature)
NAME: ______
(in Print)
TITLE: ______
DATE: ______

Annex 1

Project

Title:

Abstract:

Period of Performance:

Funding: COMPANY will provide NTD $______. All payments will be made in accordance with paragraph 4 of the Agreement.

Research Working Model

  • This is a collaborative research project with Professor ______in the institute of ______at the NationalTaiwanUniversity.
  • The lead COMPANY scientist is . Project meeting and updates will be scheduled.

Principal Investigator:

NTU – Dr. ______

NationalTaiwanUniversity

Taipei, Taiwan

Telephone: +886-______ext ____

Email: ______

COMPANY Technical Contact:

COMPANY – Dr. ______

Title: ______

Tel: ______

Email:______

Statement of Work: Attached

Statement of Work

1