Sample Sponsored Research Agreement

Available in computer interactive Microsoft Word 6.0 and Adobe Acrobat printable format

THIS AGREEMENT is made this day of , 20 , between The University of Texas Health Science Center at San Antonio ("UTHSCSA"), a component of The University of Texas System ("SYSTEM"), and ("SPONSOR"), to conduct a laboratory study ("STUDY"). UTHSCSA and SPONSOR agree as follows:

1.1   UTHSCSA agrees to conduct the STUDY, as an independent contractor, in accordance with UTHSCSA policy, applicable laws and regulations and the study entitled "" described in Exhibit I as attached hereto and incorporated herein. The STUDY will be supervised by Dr. , ("Principal Investigator") at UTHSCSA with assistance from associates and colleagues as required.

1.2   SPONSOR agrees to provide funding as described below to UTHSCSA for the conduct of the STUDY.

2.1   In consideration for performance of the STUDY by UTHSCSA, SPONSOR shall pay UTHSCSA <award amount> ($) for STUDY expenses for the study and other related costs. The amount is payable as follows:

3.1   This Agreement shall begin and continue in force through unless earlier terminated by either party giving thirty (30) days advance written notice of termination.

3.2   Upon early termination of the Agreement, SPONSOR shall be liable for all reasonable costs incurred or obligated by UTHSCSA at the time of such termination, subject to the maximum amount specified in Article 2. SPONSOR shall pay UTHSCSA for such costs within thirty (30) days of receipt of an invoice for same.

3.3   Upon termination of this Agreement, UTHSCSA shall return any of SPONSOR's materials and equipment to SPONSOR.

4.1   UTHSCSA reserves the right to publish results of the STUDY. UTHSCSA will submit the manuscript to SPONSOR for review and comment at least sixty (60) days prior to submission for publication. UTHSCSA shall have the final authority to determine the scope and content of any publications.

4.2   Except as required by applicable laws or government regulation, the parties agree not to release or distribute any materials or information containing the name of the other party or any of its employees without prior written approval by an authorized representative of the non-releasing party, said approval not to be unreasonably withheld.

4.3   Each party agrees to hold in confidence for three (3) years after the termination of this agreement any confidential information identified as proprietary or confidentially obtained from the other party during the course of this STUDY. Nothing herein, however, shall prevent UTHSCSA or any other component of SYSTEM from using any information generated hereunder for ordinary research and educational purposes of a university.

5.1   SPONSOR agrees to indemnify and hold The University of Texas System ("System"), UTHSCSA, their Regents, officers, agents and employees harmless from any liability, loss or damage they may suffer as a result of claims, demands, costs or judgments against them arising out of the activities to be carried out pursuant to the obligations of this Agreement, including, but not limited to, the use by SPONSOR of the results obtained from the activities performed by UTHSCSA under this Agreement; provided, however, that any such liability, loss or damage resulting from the following subsections is excluded from this Agreement to indemnify and hold harmless:

    a. the negligent failure of UTHSCSA to substantially comply with any applicable FDA or other governmental requirements; or

    b. the negligence or willful malfeasance of any Regent, officer, agent or employee of UTHSCSA or System.

6.1   Title to all inventions and discoveries made by UTHSCSA resulting from the research performed hereunder shall reside in UTHSCSA. Notwithstanding the foregoing, UTHSCSA agrees to grant to SPONSOR an option to negotiate an exclusive, worldwide, royalty-bearing license to make, use or sell under any patent resulting from an invention or discovery conceived and reduced to practice during the term of this agreement and directly resulting form the performance of research hereunder. SPONSOR shall have three (3) months from disclosure of any invention of discovery to notify UTHSCSA of its desires to enter into such a license agreement, and a license agreement shall be negotiated in good faith within a period not to exceed six (6) months from SPONSOR's notifications to UTHSCSA of its desire to enter into a license agreement, or such period of time as the parties shall mutually agree.

6.2   In the event SPONSOR elects to exercise its option as to any invention or discovery, in accordance with the procedures detailed above, it shall be obligated to pay all patent expenses for such invention or discovery. This shall include but not be limited to the cost of any prior activities investigating patentability of said invention or discovery before exercise of the option, such as search and opinion for patentability, that may have been performed by UTHSCSA pursuant to its arrival at a judgment of commercially exploitable status. It is contemplated that, in the majority of instances, SPONSOR will be asked to determine whether it will exercise its option prior to the filing of the first patent application.

7.1   This agreement constitutes the entire and only agreement between the parties relating to the STUDY, and all prior negotiation, representation, agreements, and understandings are superseded hereby. No agreements altering or supplementing the terms hereof, including the exhibits attached hereto, may be made except by a written document signed by the duly authorized representatives of the parties.

7.2   Any conflicts between the STUDY and this agreement are controlled by this agreement.

7.3   This agreement shall be construed and enforced in accordance with the internal laws of the State of Texas.

7.4   This agreement anticipates educational training and may involve health science postgraduates and other students of UTHSCSA.

IN WITNESS WHEREOF, UTHSCSA and SPONSOR hereby enter into this agreement, effective as of the date first hereinabove written, and execute two (2) original counterparts.

<Sponsor Name>		THE UNIVERSITY OF TEXAS HEALTH SCIENCE CENTER AT SAN ANTONIO
By: ________________________		By: ________________________
Title:______________________		Jane A. Youngers Director of Grants Management I have read this agreement and understand my obligations hereunder. By: ________________________ <name> Principal Investigator