Membership Agreement Form

(NSF IUCRC Center for e-Design: site university membership agreement)

National Science Foundation Industry/University Cooperative Research Center for

e-Design and Realization

This agreement is made this_________day of _______20_____by and between ______________________________ (hereinafter called "UNIVERSITY") and ____________________________________________________________________ (hereinafter called "COMPANY").

WHEREAS, the University of Massachusetts/Amherst (UMass), the University of Central Florida (UCF), Carnegie Mellon University (CMU), Brigham Young University (BYU), the University of Buffalo (UB) and UNIVERSITY (hereinafter collectively called the "Collaborating Universities") have entered into a Memorandum of Understanding (MOU), a copy of which is attached hereto, in a cooperative effort to establish and support the CENTER, and the CENTER intends to maintain a mechanism whereby the CENTER environment can be used to perform research for the CENTER at UMass, UCF, CMU, BYU, UB or Virginia Tech and future Universities in the areas of e-Design: IT Enabled Design and Realization of Products and Systems, and

WHEREAS, UNIVERSITY represents that it has the power and authority granted in the terms and conditions set forth in the MOU between the Collaborating Universities to undertake on behalf of, the other Collaborating Universities to the commitments made to COMPANY herein.

NOW, THEREFORE, intending to be legally bound, the parties hereto agree as follows:

A. UNIVERSITY asserts that the CENTER will be operated by and certain faculty, staff and students at the COLLABORATING UNIVERSITIES may perform research projects. For the first five (5) years, the CENTER will be supported jointly by industrial firms, Federal laboratories, and the National Science Foundation (NSF). It is possible that the CENTER may receive support from NSF for an additional five (5) years.

B. Any company, Federal Research and Development organization, or any Government-owned Contractor Operated laboratory may become a sponsor of the CENTER, consistent with applicable state and federal laws and statutes. Federal Research and Development organizations and Government-owned Contractor Operated laboratories may become sponsors of the CENTER on terms and conditions other than those in this Agreement upon approval by the Collaborating Universities and two-thirds of the Industrial Advisory Board (IAB).

C. COMPANY agrees to contribute $30,000 annually in support of the CENTER and thereby become a sponsor. Payment of these membership fees shall be made to the UNIVERSITY, in a lump sum effective __________, or in four equal quarterly installments on __________________________________, ____________________, ________________, _____ and ___________ ______of each year of sponsorship. Checks from COMPANY should be mailed to _______________________________ and made payable to _________________________. Because research of the type to be done by CENTER takes time and research results may not be obvious immediately, COMPANY should join CENTER with the intention of remaining a fee paying member for at least three years. However, COMPANY may terminate this agreement at any time by giving UNIVERSITY 90 days written notice prior to the termination date.

D. UNIVERSITY asserts that the results of CENTER research will be made available to Member through one of the COLLABORATING UNIVERSITIES.

E. UNIVERSITY asserts that organization and operation of CENTER will be specified by CENTER bylaws that are under development. The bylaws, when adopted by the IAB, will become part of this Agreement.

F. The IAB will be composed of one representative from each member. COMPANY shall have the right to appoint a representative. The IAB shall make recommendations on (a) the research projects to be carried out by CENTER, (b) the apportionment of resources to these research projects, and changes in the bylaws. The operation of the IAB will be as specified in the bylaws.

G. COMPANY understands that the COLLABORATING UNIVERSITIES reserve the right to publish in scientific or engineering journals the results of any research performed by CENTER. However, UNIVERSITY asserts that the COMPANY shall have opportunity to review any paper or presentation containing results of the research program of CENTER prior to publication, and COMPANY shall have the right to request a delay in publication for a period not to exceed ninety (90) days from the date of submission to COMPANY, for the filing of patent applications, provided that COMPANY makes a written request and justification for such delay within thirty (30) days from the date the proposed publication is submitted by certified mail or recognized overnight courier to COMPANY.

H. During the term of this agreement, UNIVERSITY asserts that the COMPANY shall have a non-exclusive, royalty-free license to use the CENTER tools for internal use when they are available. UNIVERSITY shall ensure that the COLLABORATING UNIVERSITIES grant such rights to COMPANY when necessary. Tools contemplated for development are listed on Exhibit A hereto.

I. All intellectual property, created in the course of research conducted by the CENTER shall belong to the creating party or parties. Collaborating Universities, pursuant to Chapter 18 of title 35 of the United States Code, commonly called Bayh-Dole Act, will have ownership of all patents they developed from this work, subject to "march-in" rights as set forth in this Act. Copyright registration may be obtained for copyrightable materials developed by CENTER. COMPANY shall be entitled to a nonexclusive, royalty-free license to all patents or copyrights developed by CENTER during its period of membership, provided COMPANY pays its pro rata share of reasonable costs of protecting the intellectual property, including patent filing, prosecution and maintenance. Companies that were members at the time of disclosure of the intellectual property and wish to exercise rights to a royalty-free, non-exclusive license agreement for any patented or copyrighted intellectual property shall notify CENTER in writing within sixty (60) days of receiving notice that the intellectual property is available for license, and the companies shall pay all allocated costs of obtaining patent or copyright protection. COMPANY shall have the right to sublicense its subsidiaries and affiliates. If only one company seeks a license with respect to a particular tool, that company may negotiate with CENTER (through the university(ies) owning such intellectual property) for an exclusive, royalty-bearing license to market the tool, subject to the license grant to COMPANY set forth above in Paragraph H. COMPANY shall have the right to enhance and to re-market enhanced or unenhanced software with royalties due to licensing university(ies) as negotiated. COMPANY'S license rights shall survive termination of the agreement or termination of COMPANY's membership.

J. No party is assuming any liability for the actions or omissions of any other party. To the extent allowed by law, each party will be responsible for its own and assume its own liability, for injury, damage or cost based upon injury or death to persons, or loss of, damage to, or loss of use of property that arises out of the performance of this agreement to the extent that such claims, liability, damage, cost or expense results from the negligence of such party's agents or employees.

Authorized Signatures:

 

Center for e-Design IAB Meeting, October 11 - 13

To research, develop, and test new collaborative systems and design paradigms that support interoperability and trust-support infrastructures.

To provide a testbed to benchmark, verify, and validate the performance of both prototype software developed within the e-Design coalition and vendor software intended to function within an e-Design environment.

To nurture and cultivate a new breed of engineers, scientists, technologists and business leaders in e-Design products and systems through university/industry collaboration.