Arizona Board of Regents, University of Arizona

SUBAWARDBETWEEN

Company Name

AND

ARIZONA BOARD OF REGENTS, UNIVERSITY OF ARIZONA

Company Name (hereinafter referred to as the SBC) having a principal place of business at Company Addressagrees to provide funds from Name of Federal Agency(Agency) Agreement No. Prime Award Number for a project entitled: Title of Prime Award Project (hereinafter “STTR Project”) during the period00/00/0000 through 00/00/0000. For this purpose, the SBC and ARIZONA BOARD OF REGENTS, UNIVERSITY OF ARIZONA(hereinafter referred to as U of A) mutually agree on the following:

(1)STTR Project Director

The SubawardPrincipal Investigatoris PI Name in the U of A Department Name.

(2) Amount and Invoicing

The SBC will provide U of A the sum of $ Amountto conduct research under the STTR Project Subaward, Subaward Title (hereinafter “Subaward”). The budget and payment schedule for this Subawardis attached. (See Attachment No. 1).

Invoices will be forwarded to:

SBC Address:

Address Line 1

Address Line 2

Address Line 3

(3)Work Statement

The "Statement of Work" for this STTR Project is appended hereto as Attachment No. 2.

(4)Auditable records must be kept by U of Aif the Subaward is on a cost reimbursement basis. In addition to other pricing, audit and/or records clauses flowed down under this SubawardSBC may request that a Government Auditor, as deemed necessary, examine such records as they are directly related to the work performed and/or material furnish hereunder, and the proper charging thereof to the Subaward.

(5)Separate Accounting

U of A will establish a separate account for all funds specified in this Subaward and will use them to purchase necessary supplies, equipment, defray travel, and will employ the necessary personnel to perform this Subaward.

(6)Use of Facilities

U of A will furnish facilities and such usual equipment as is required for the work on this project insofar as the facilities of U of A will permit.

(7)Property Administration

This Agreement is subject to FAR52.245-1(Alternate II) - Government Property(June 2007).

(8)Insurance and Liability

U of A maintains such minimum liability and workmen's compensation insurance as are required by state law and the Federal Acquisition Regulations. In the event SBC undertakes to perform any work on the STTR Project on the premises of U of A, then SBC shall give assurances to U of A of SBC's adequate general liability insurance and workmen's compensation coverage.It is understood, however, that neither party to this Subaward is the agent of the other and neither is liable for the wrongful acts or negligence of the other.

(9)Reports/Deliverables

U of A will submit to the SBC a detailed technical report of the activities carried out, as required in the Statement of Work.

(10)Arbitration

In the event of a dispute hereunder that involves the sum of Fifty Thousand Dollars ($50,000) or less, in money damages only, exclusive of interest, costs and attorney’s fees, the parties will submit the matter to binding arbitration pursuant to the Arizona Arbitration Act, ARS 12-1501, et seq., (the “Act”) whose rules shall govern the interpretation, enforcement and proceedings pursuant to this paragraph. Except as otherwise provided in the Act, the decision of the arbitrator(s) shall be final and binding upon the parties.

(11)Applicable LawThe validity and interpretation of this Agreement and the legal relation of the Parties to it shall be governed by the laws of the State of Arizona and the United States.

(12)Project Intellectual Property

See Section 7, Project Intellectual Property of the STTR Collaboration Agreement (Attachment 3) In addition to the provisions of that Section 7, U of A will submit a final DD Form 882 “Report of Inventions and Subcontracts" with the final invoice to the SBC.

(13)Confidentiality/Publication

See Section 9, Confidentiality/Publication, of the STTR Collaboration Agreement (Attachment 3). In addition to the provisions of that Section 9, if the Award includes DFARS 252.235-7010 entitled “Acknowledgement of Support Disclaimer”,allpublications/disclosure of information shall include an acknowledgment of the Agency’s support in the publication stated in the following terms: “This material is based upon work supported by the (Name of Agency) under Award number (Number of Award).” Per the Prime Award, U of Ashall submit one copy of each article planned for publication to SBC for submission to the Program Manager. One Reprint of all publications resulting from the project shall be forwarded to the Program Manager by SBC as they become available.

(14)Other Requirements

Also, applying to this Subaward are the applicable "flow-down" provisions of the prime agreement (See Attachment No. 4).

(15)Audit and Availability of Records

The SBC is responsible for ensuring that U of A is in compliance with applicable laws and regulations and other Prime Award conditions. Financial reports, supporting documents, and other records pertinent to this agreement, shall be retained by U of A for a period of three (3) years from the date of final payment except that records related to audits, appeals, litigation or the settlement of claims arising out of performance of this agreement shall be retained until such audits, appeals, litigation or claims have been resolved. Notwithstanding any other conditions of this Agreement, the records and financial statements of U of A shall be made available upon request, at U of A's regular place of business, for examination by the SBC or their duly authorized representative(s).

(16)Notices All notices under this Subaward shall be in writing and shall be deemed given if delivered personally or transmitted by facsimile transmission, telex or telegram or mailed by first class postage prepaid mail to the persons at the below addresses:

If to SBC, send to:

Address Line 1

Address Line 2

Address Line 3

If to U of A, send to:

For U.S. Postal Service: