THIS AGREEMENT is entered into between __________, with offices at __________, hereinafter referred to as SPONSOR, and STATE OF OREGON acting by and through the STATE BOARD OF HIGHER EDUCATION on behalf of OREGON STATE UNIVERSITY, an institution of higher education in the state of Oregon, located at 306 Kerr Administration Building, Corvallis, Oregon 97331-2147, herinafter referred to as UNIVERSITY.

WITNESSETH:

WHEREAS, SPONSOR desires research services in accordance with the scope of work outlined within this Agreement; and

WHEREAS, the performance of such research is consistent, compatible and beneficial to the academic role and mission of UNIVERSITY as an institution of higher education and, in consideration of the mutual promises and covenants contained herein, the parties hereto agree as follows:

ARTICLE I. SCOPE OF WORK

UNIVERSITY agrees to perform the research activities described in Attachment A hereto, under the direction and supervision of Dr. __________, Principal Investigator.

ARTICLE II. AGREEMENT PERIOD

The Agreement shall become effective on the date of last signature and shall be completed on __________, unless subsequent time extension, supplement, addition, continuation or renewal is mutually agreed upon in writing between the parties. Costs incurred from __________ are allowed under this Agreement.

ARTICLE III. COMPENSATION

SPONSOR agrees to reimburse UNIVERSITY for services performed under this cost-reimbursable Agreement in the amount of $__________ in accordance with the budget itemized in Attachment B. UNIVERSITY will submit invoices no more frequently than monthly, which will include a detailed listing of expenses by budget categories. (NOTE: This clause can be written as a cost reimbursable agreement [requiring OSU to invoice as actual costs are incurred] or as a fixed price agreement [requiring OSU to invoice based on a schedule of deliverables and/or designated time periods]).

ARTICLE IV. REPORTING REQUIREMENTS

UNIVERSITY will provide reports on the progress of the research as outlined or required in the scope of work (Attachment A).

ARTICLE V. PUBLICATION BY UNIVERSITY

UNIVERSITY retains the right to publish or present at meetings the results of research conducted at UNIVERSITY.

To the extent permitted by the Oregon Public Records Law, UNIVERSITY agrees to keep confidential and SPONSOR proprietary information supplied to it by SPONSOR during the course of research performed by UNIVERSITY, and such information will not be included in any published material without prior approval by SPONSOR. UNIVERSITY agrees to provide any proposed publication to SPONSOR forty-five (45) days prior to submission, to review for the inclusion of SPONSOR-owned confidential information, and to determine whether patentable inventions or discoveries are disclosed therein.

ARTICLE VI. PUBLICATION BY SPONSOR

SPONSOR will not include the name of the UNIVERSITY in any advertising, sales, promotion, or other publicity matter without prior written approval of UNIVERSITY.

ARTICLE VII. EQUIPMENT

All equipment purchased under the terms of the Agreement becomes the property of UNIVERSITY unless otherwise specified herein.

ARTICLE VIII. INDEMNIFICATION

To the extent permitted by Article XI, Section 7 of the Oregon Constitution and by the Oregon Tort Claims Act, UNIVERSITY shall indemnify SPONSOR against any liability for damage to life or property arising from UNIVERSITY's actions under this Agreement provided, however, UNIVERSITY shall not be required to indemnify SPONSOR for any such liability arising out of the wrongful acts of employees or agents of SPONSOR.

SPONSOR agrees to be responsible, assume liability and indemnify UNIVERSITY for SPONSOR's own wrongful or negligent acts or omissions, or those of its officers, agents or employees.

ARTICLE IX. COMPLIANCE WITH LAWS

UNIVERSITY agree that it will comply with all applicable federal, state and local laws, codes, regulations, rules and orders.

ARTICLE X. ASSIGNMENT

Neither party shall assign or transfer any interest in the Agreement, nor assign any claims for money due or to become due during this Agreement without the prior written approval of the other party.

ARTICLE XI. PATENTS AND INVENTIONS

UNIVERSITY agrees to take appropriate steps to cause all personnel assigned to the research project to disclose any and all inventions and improvements conceived or reduced to practice by any of such personnel in the performance of the research and relating to the subject matter thereof in the form of patent memoranda descriptive of such inventions and discoveries and containing adequate information necessary for the filing of patent applications. UNIVERSITY shall retain all right, title and interest in and to such inventions and discoveries and all patent applications therefore which it may file at its election.

In consideration of SPONSOR's support of the project, UNIVERSITY hereby grants SPONSOR an option to obtain, at SPONSOR's election, a royalty-bearing license, said option to commence upon the notification by UNIVERSITY of the disclosure of an invention or discovery arising in the course of the project.

Said option shall expire thirty (30) days following notification to SPONSOR of the invention or discovery, unless before the expiration thereof, UNIVERSITY and SPONSOR shall agree in writing to extend said option period for another thirty (30) days. UNIVERSITY agrees not to grant to any other party any option, license, or other rights to the invention or discovery during the option period herein granted.

SPONSOR may exercise its option y informing UNIVERSITY of the identity of such invention or discovery, and by providing a written statement, satisfactory to UNIVERSITY, of its capability and intention to develop the invention or discovery for public use as soon as practicable, consistent with sound and reasonable business practice and judgement. Upon exercise of such option, SPONSOR and UNIVERSITY shall have six (6) months to negotiate the terms and conditions of a license agreement and SPONSOR and UNIVERSITY agree to negotiate said terms and conditions in good faith.

ARTICLE XII. TERMINATION

This Agreement may be terminated by either party hereto upon written notice delivered to the other party at least thirty (30) days prior to intended date of termination. By such termination, neither party may nullify obligations already incurred for performance or failure to perform prior to the date of termination.

ARTICLE XIII. CHANGES AND AMENDMENTS

THIS AGREEMENT CONSTITUTES THE ENTIRE AGREEMENT BETWEEN THE PARTIES. THERE ARE NO UNDERSTANDINGS, AGREEMENTS OR REPRESENTATIONS, ORAL OR WRITTEN, NOT SPECIFIED HEREIN REGARDING THIS AGREEMENT. NO WAIVER, CONSENT, MODIFICATION OR CHANGE OF TERMS OF THIS AGREEMENT SHALL BIND EITHER PARTY UNLESS IN WRITING AND SIGNED BY ALL PARTIES. ANY SUCH WAIVER, CONSENT, MODIFICATION OR CHANGE SHALL BE EFFECTIVE ONLY IN THE SPECIFIC INSTANCE AND FOR THE SPECIFIC PURPOSE GIVEN. SPONSOR, BY SIGNATURE BELOW OF ITS AUTHORIZED REPRESENTATIVE, ACKNOWLEDGES HAVING READ AND UNDERSTOOD THE AGREEMENT AND SPONSOR AGREES TO BE BOUND BY ITS TERMS AND CONSTITUTIONS.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date et forth herein by their duly authorized representatives.

STATE OF OREGON ACTING BY AND THROUGH THE STATE BOARD OF HIGHER EDUCATION ON BEHALF ON OREGON STATE UNIVERSITY		____________________
_________________________		____________________
Clem LaCava Asst. Contract Administrator		Date
_________________________		____________________
Name Title		Date