Georgia Tech Research Corporation

GEORGIA TECH RESEARCH CORPORATION

Cost Reimbursement Research Project Agreement

Research Project No. ______

THIS AGREEMENT is made by and between GEORGIA TECH RESEARCH CORPORATION, a Georgia corporation, having its principal offices at Georgia Institute of Technology, 505 Tenth Street, Atlanta, Georgia, 30332-0420 (hereinafter known as “GTRC”) and ______, a ______corporation having an office and place of business at______(hereinafter known as “COMPANY”).

In consideration of the mutual promisesand covenants herein contained and intending to be legally bound, the parties hereto agree as follows:

Section 1.Definitions.

1.1“Research Project” shall refer to the performance of the Statement of Work entitled “______,” attached hereto as Exhibit A and incorporated herein by reference. The Research Project is undertaken on a reasonable efforts basis in accordance with the research and educational mission of the Georgia Institute of Technology (hereinafter, “GIT”), a unit of the University System of Georgia, and GTRC.

1.2“GTRC Staff Member” shall mean employees, independent contractors, subcontractors, consultants and student assistants of GIT who shall perform the Research Project.

1.3“COMPANY Staff Member” shall mean employees, independent contractors, subcontractors, and consultants of COMPANY.

1.4“GTRC” is tax-exempt under Section 501 (c)(3) of the Internal Revenue Code of 1986, as amended (“Code”) and is a supporting organization of GIT under Section 509(a)(3) of the Code. GTRC was formed for the purpose of entering into sponsored research contracts for GIT. GTRC owns and administers intellectual property developed at GIT.

1.5“Intellectual Property” means any intellectual property, including, without limitation, any inventions, improvements and discoveries thereof, computer software, works,material, and data,whether or not protectable by patent, trade secret or copyright.

1.6“Background Intellectual Property” means all GTRCand COMPANYIntellectual Propertywhich is conceived and/or first reduced to practice either prior to or outside of this Agreement and, in the case of GTRC, is developed by GTRC Staff Members participating on the Research Project and which is either (i) required to practice during the performance of the research anticipated by the Statement of Work or (ii) required by COMPANY to practice Project Intellectual Property.

1.7“GTRC Intellectual Property”means individually and collectively all Intellectual Property which is made, created, or conceived solely by GTRC Staff Membersin the course of performance of work under the Research Project.

1.8“COMPANY Intellectual Property”means individually and collectively all Intellectual Property which is made, created, or conceived solely by COMPANY Staff Members in the course of performance of work under the Research Project.

1.9“Joint Intellectual Property”means individually and collectively all Intellectual Property which is made, created, or conceived jointly by GTRC Staff Members and COMPANY Staff Members in the course of performance of work under this Research Project.

Section 2.Term.

2.1GTRC shall undertake the Research Project during the term of this Agreement which shall commence upon ______(“Effective Date”) and shall continuethrough ______unless sooner terminated or extended in accordance with the terms of this Agreement.

Section 3.Compensation and Expenses; Contract Cost Limitation.

3.1COMPANY agrees to reimburse GTRC for the actual direct and indirect costs incurred by GTRC in the performance of the Research Project, which shall not exceed ______US Dollars($ ______)without first obtaining the written approval of COMPANY.

3.2GTRC reserves the right to modify its direct and indirect rates effective July 1, each year.

3.3COMPANY shall make all payments required to GTRC in United States Dollars (USD) in full and without any deductions of any kind, including but not limited to any withholding, transfer fees, duties or other such items. If any tax is imposed by any government or agency outside of the United States Government which must be paid by or for the account of GTRC with respect to, or deducted or withheld in any form from, any amount payable by COMPANY to GTRC, then the amount payable by the COMPANYtoGTRC shall be increased such that the amount received by GTRCafter such deduction or withholding is equal to the amount invoiced by GTRCas if no such deduction or withholding was made from the gross amount.

3.4.COMPANY shall make an advance payment of ______percent (__%) of the cost limitation set forth in Section 3.1. On a monthly basis thereafter, GTRC will submit its invoices to COMPANY for the previous month's work, including direct and indirect costs. COMPANY agrees to pay each invoice within fifteen days of the invoice date. The advance payment shall be applied towards payment of the final invoice. Any invoice not paid within thirty days of the invoice date will be considered delinquent and subject to one and one-half percent (1.5%) per month fee for each month or fraction thereof, until payment is received.

COMPANY Billing Address: _______

______

______

______

Attention:______

Title:______

Phone Number:__________

FAX Number:______

Billing Reference Number: ______

3.5Payments are to be made to:Georgia Tech Research Corporation

P. O. Box 100117

Atlanta, Georgia 30384

Or, for electronic payments:

Georgia Tech Research Corporation

c/o Bank of America

600 Peachtree Street, NE

Atlanta, GA 30308-0117

Account No. 0100825661

Routing Transit No. 061000052

SWIFT Code: BOFAUS2N

3.6GTRC reserves the right to discontinue the Research Project if COMPANY fails to pay any GTRC invoice within the time specified. GTRC shall not be obligated to incur costs in excess of the cost limitation set forth in Section 3.1.

Section 4.Reports.

4.1GTRC agrees to render to COMPANY a final report summarizing the results of the Research Project.

Section 5.Publicity.

5.1Each party agrees not to authorize or commission the publication of any promotional materials containing any reference to the other party without the prior written approval of the other party; provided however that, GTRC and GIT may include COMPANY's name and Research Project title in published listings of research sponsors. The provisions of this Section shall survive termination of this Agreement.

Section 6.Publication.

6.1GTRC and GIT may catalog and place reports of the Research Project in the GIT Library. Further,GTRCand GIT may issue publications based on the Research Project and use any results in their research and educational programs.

Section 7.Intellectual Property.

7.1Intellectual Property Rights.

1. Background Intellectual Property Rights. All Background Intellectual Property is the separate intellectual property of COMPANY or GTRC, respectively, and is not affected by this Agreement. This Agreement shall not be construed as implying that either party hereto shall have the right to use Background Intellectual Property of the other in connection with this Agreement, except as otherwise provided.

1. GTRC Intellectual Property Rights. All right, title and interest to all GTRC Intellectual Property shall be owned solely and exclusively by and vest entirely in GTRC.

c.COMPANY Intellectual Property Rights. All right, title and interest to all COMPANY Intellectual Property shall be owned solely and exclusively by and vest entirely in COMPANY.

1. Joint Intellectual Property Rights. All right, title and interest to all Joint Intellectual Property shall be jointly owned by GTRC and COMPANY.

e.Subject to any applicable export control laws and regulations, either party will promptly notify the other party of any GTRC Intellectual Property and/or Joint Intellectual Property.

7.2.Licensing Rights of Intellectual Property.

a.GTRC will grant to COMPANY an option to negotiate an exclusivelicense, in a designated field of use and subject to any existing third party rights, to any GTRC Intellectual Property and GTRC’s rights in any Joint Intellectual Property. Any such license shall be negotiated in good faith on fair and reasonable terms by GTRC and COMPANY.

b.The period of COMPANY’s option shall commence upon disclosure and terminate six (6) months after disclosure of such Intellectual Property. COMPANY shall exercise its right by written notice to GTRC, prior to the expiration of the six (6) month term, of its desire to license such Intellectual Property. Any such license agreement shall be executedwithin three (3) months of COMPANY’s written exercise of its option. In the event that the parties are unable to execute a license agreement within such three (3) month period, GTRC shall have no further obligations to enter into such license agreement with COMPANY.

c.In any license granted under this Agreement, GTRC shall retain for itself and GIT a non-exclusive, fully-paid license, to use all licensed Intellectual Property for academic research and educational purposes.

d.Subject to any existing third party rights, GTRC shall grant to COMPANY a non-exclusive, royalty-free license to any GTRC Intellectual Property for internal research and development use only.

e.COMPANYshall grant to GTRC a fully paid-up, royalty-free license under COMPANY Intellectual Property, to use such COMPANY Intellectual Property for internal academic research and educational purposes only.

1. Neither party may invoke the Cooperative Research and Technology Enhancement (CREATE) Act of 2004, P.L. 108-453, with respect to any invention that is developed pursuant to this Agreement without the prior written consent of the other party, such consent to include specific reference to the invention for which the benefits of the CREATE Act are claimed.

1. Nothing in this Section 7.2 to the contrary withstanding, any grant of intellectual property rights by GTRC to COMPANY hereunder, is specifically conditioned upon the compliance of such grant of intellectual property rights to applicable U.S. export control laws and regulations.

Section 8.Disclaimer.

8.1GTRC AND GIT DISCLAIM ANY AND ALL WARRANTIES BOTH EXPRESS AND IMPLIED WITH RESPECT TO THE RESEARCHTO BE PERFORMED HEREUNDER AND ANY DELIVERABLES RESULTING THEREFROM, INCLUDING THEIR CONDITION, CONFORMITY TO ANY REPRESENTATION OR DESCRIPTION, THE EXISTENCE OF ANY LATENT OR PATENT DEFECTS THEREIN, THEIR MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE, VALIDITY OF ANY INTELLECTUAL PROPERTY RIGHTS OR CLAIMS,OR NONINFRINGEMENT OF ANY THIRD PARTY INTELLECTUAL PROPERTY RIGHTS.

Section 9.Limitation of Liability.

9.1In no event shall GTRC be liable for claims, demands or actions arising out of or relating to this Agreement, the services to be performed hereunder and any deliverables resulting therefrom, including but not limited to any business expense, machine down time, loss of profits, any incidental, special, exemplary or consequential damages, or any claims or demands brought against COMPANY or COMPANY's customers, even if GTRC has been advised of the possibility of such claims or demands. The foregoing limitations of liability, damages and claims shall survive any expiration or termination of this Agreement and apply without regard to any other provisions of this Agreement which have been breached or proven ineffective.

Section 10.Termination.

10.1COMPANY may terminate this Agreement for any reason upon thirty (30) days written notice to GTRC.

10.2GTRC may terminate this Agreement upon thirty (30) days prior written notice in the event (i) that GTRC determines that continued performance under this Agreement jeopardizes its tax-exempt status or issuance of tax-exempt bonds under the Internal Revenue Code and associated Regulations; (ii) if GTRC’s compliance with applicable policies, laws and regulations preclude performance under this Agreement; (iii)if a Force Majeure event (as defined below) precludes performance of the obligations set forth in this Agreement. A Force Majeure event shall mean fire, flood, explosion, lightning, windstorm, earthquake, discontinuity in the supply of power, governmental interference (beyond the control of the parties), civil commotion, riot, war, strikes, labor disturbance, transportation difficulties, labor shortage or any other cause beyond its reasonable control; or (iv) a material breach by COMPANY of any term or provision hereof, provided such breach remains uncured at the end of said thirty (30) day period. Such notice of a breach shall include a reasonable description of the facts surrounding the alleged breach and may include a proposed course of action to cure said breach.

10.3COMPANY shall pay GTRC any costs which have accrued or been encumbered up to the actual date of termination under this Section 10 and shall not be relieved of the obligation to pay such costs because of termination under this Section 10.

Section 11.Indemnity.

11.1Notwithstanding any limitation of liability herein, COMPANYagrees to and does hereby indemnify, hold harmless and save from liability GTRC, GIT, and the Board of Regents of the University System of Georgia, including their officers, and employees, independent contractors, subcontractors, consultants, and student assistants from and against any and all claims, demands and actions arising out of or relating to COMPANY’s performance under this Agreement including but not limitedCOMPANY’S commercial use of intellectual property which may be licensed to COMPANY hereunder. The obligations of this Section 11 shall survive any expiration or termination of this Agreement.

Section 12.Export Control.

12.1GTRC is subject to United States laws and regulations controlling the export of goods, software and technology including technical data, laboratory prototypes and other commodities, including “deemed exports” and shall to comply with all applicable laws and regulations including the Arms Export Control Act, the International Traffic in Arms Regulations (“ITAR”), the Export Administration Regulations (“EAR”) and the laws and regulations implemented by the Office of Foreign Assets Control, U.S. Department of the Treasury (“OFAC”). Deemed export means any release of technology to a foreign national within the United States, technology is released for export when it is available to foreign nationals for visual inspection, when technology is exchanged orally or when technology is made available by practice or application under the guidance of persons with knowledge of the technology. Diversion contrary to U.S. law is prohibited. The transfer of certain technical data, services and commodities may require a license from the cognizant agency of the United States Government and/or written assurances by COMPANY that it will not re-export or retransfer the data or commodities, to certain foreign countries without prior approval of the cognizant U.S. government agency. While GTRC agrees to reasonably cooperate in securing any license which the cognizant agency deems necessary in connection with this Agreement, GTRC cannot guarantee that such licenses will be granted. Notwithstanding anything to the contrary, if such required export license cannot be responsibly obtained from the concerned government agency, GTRC shall be exempted, without further action or liability, from all its obligations herein to convey any rights in or to intellectual property or otherwise deliver such intellectual property including but not limited to technical data.

12.2COMPANY agrees to obtain permission from the U.S. government to retransfer or reexport for any goods, software and technology that requires such authorization and will not allow any U.S. origin goods, software or technology to be used for any purposes prohibited by the United States law, including, without limitation, support for terrorism or for the development, design, manufacture or production of nuclear, chemical or biological weapons of mass destruction.

12.3The parties understand and agree that compliance with all applicable laws and regulations including the Arms Export Control Act, ITAR, EAR, and the laws and regulations implemented by OFAC which adversely affect the Research Project, and/or any deliverables or grant of intellectual property rights hereunder shall not constitute a breach of this Agreement.

12.4The provisions of this Section 12 shall survive termination or expiration of this Agreement.

Section 13.Compliance.

13.1Each party represents to the best of its knowledge and belief that it has not made or offered and that it will not make or offer with respect to the matters which are subject of this Agreement, any payment, gift, whether directly or through intermediaries, to or for the use of any public official (i.e. any person holding a legislative, administrative or judicial office, including any person exercising a public function for a public agency, a public enterprise or a public international organization), where such payment, gift, promise or advantage would violate the Foreign Corrupt Practices Act of 1977 of the United States, as amended by the Foreign Corrupt Practices Act Amendments of 1988 and as may be further amended and supplemented from time to time.

13.2. The parties shall comply with all requirements set forth in Title 15 C.F.R. Part 760 (Restrictive Trade Practices or Boycotts) and all related regulations pertaining to boycotts of specific countries.

13.3.The parties shall comply with all requirements set forth in 18 U.S.C. §§1581 et. seq. (Peonage, Slavery, and Trafficking in Persons) and all related regulations.

13.4The parties agree that all research performed under this Agreement this Agreement shall comply with the nondiscrimination policies and equal employment opportunity policies of GIT, which may be amended from time to time.

13.5The parties agree that all research performed under this Agreement will comply with all applicable policies, laws and regulations. Further, the parties agree that compliance with any such laws and regulations which adversely affect the Research Project, and/or any deliverable or grant of intellectual property rights hereunder shall not constitute a breach of this Agreement.

Section 14.Equipment.

14.1COMPANY understands and agrees the GTRC shall hold title in any equipment and materials that GTRC purchases, acquires, or fabricates with funds provided by COMPANY as authorized under this Agreement.

Section 15.Miscellaneous.

15.1All notices and other communication required or permitted to be given under this Agreement shall be in writing and shall be deemed effective upon (a) personal delivery, (b) confirmed transmission of facsimile, (c) five (5) days following deposit with a commercial courier service(air mail if not domestic), postage prepaid and addressed to the parties at their respective addresses set forth below unless by such notice a different person or address has been designated.

To GTRC for administrative matters:To COMPANY for administrative matters:

Georgia Tech Research Corporation ______

Office of International Contracts ______

And Technology Transfer______

Georgia Institute of Technology______

Atlanta, Georgia 30332-0420 ______

Attn: Angela Steltzer, Esq. ______

To GTRC for technical matters:To COMPANY for technical matters:

Georgia Institute of Technology______