THIS DRAFT RESEARCH AGREEMENT IS PROVIDED FOR INFORMATION ONLY. ALL TERMS AND CONDITIONS OF ANY ACTUAL AGREEMENT REMAIN NEGOTIABLE UNTIL THE EXECUTION OF A WRITTEN AGREEMENT. ONLY THE SPONSORED PROJECTS OFFICE HAS THE AUTHORITY TO NEGOTIATE THESE AGREEMENTS.

COLLABORATION AGREEMENT
(UNFUNDED)

Between

SPONSOR NAME

And

THE REGENTS OF THE UNIVERSITY OF CALIFORNIA, BERKELEY

RECITALS

THIS AGREEMENT is made and entered into by and between ________________________ ("Collaborator") and THE REGENTS OF THE UNIVERSITY OF CALIFORNIA, BERKELEY ("California").

WHEREAS, California and Collaborator have in common the desire to encourage and facilitate the discovery, dissemination, and application of new knowledge, and Collaborator desires to collaborate with California in said research,

NOW, THEREFORE, in consideration of the foregoing and the mutual promises and covenants that follow,

ARTICLE I. STATEMENT OF THE WORK

________________________, the principal investigator representing Collaborator, and ________________________, the principal investigator representing California, agree to collaborate on research in accordance with the scope of work attached hereto and incorporated herein as Exhibit A.

ARTICLE II. PERIOD OF PERFORMANCE

The period of performance of this agreement will be from _____________ through _____________ unless extended by mutual agreement or terminated in accordance with Article X.

ARTICLE III. PATENT RIGHTS

1. All rights to inventions or discoveries conceived and first reduced to practice during the period of this agreement made solely by Collaborator without any support from, or collaboration with, California faculty, postdoctoral fellows, students, and other employees will belong to Collaborator and will be disposed of in accordance with Collaborator’s policies. In consideration of the collaborative nature of this research, Collaborator shall grant to California an irrevocable, non-exclusive, royalty-free, non-commercial license to use such invention or discovery for internal purposes only.
   
   
2. All rights to inventions or discoveries conceived and first reduced to practice during the period of this agreement made jointly by Collaborator and California faculty, postdoctoral fellows, students, and other employees will belong jointly to Collaborator and California, with the understanding that either of the joint owners shall be free to make, sell, use, or license others to do the same, such joint invention or patent thereon without accounting to the other party. California will dispose of its interests in accordance with California’s policies. Where one party elects not to share equally in the expenses for a joint invention, the other party shall have the right to seek and maintain such protection for such joint invention at its own expense and shall have full control over its preparation, prosecution, and maintenance, even though title to any issuing patent will be joint. It is understood that rights to such inventions are offered to the extent that California has a right to offer such rights, taking into consideration first the obligations made to the sponsor(s) [names of sponsor(s) may be inserted here] of California’s research.
   
   
3. All rights to inventions or discoveries conceived and first reduced to practice during the period of this agreement made solely by California faculty, postdoctoral fellows, students, and other employees will belong solely to California and will be disposed of in accordance with California’s policies. In consideration of the collaborative nature of this research, California shall grant to Collaborator an irrevocable, non-exclusive, royalty-free, non-commercial license to use such invention or discovery for internal purposes only.
   
   
4. It is understood by both Collaborator and California that no other documents regarding patent issues are required as part of this agreement.
   
   
5. Nothing contained in this Agreement will be deemed to grant either directly or by implication, estoppel, or otherwise any license under any patents, patent applications, or other proprietary interests of any other invention, discovery, or improvement of either party.
   
   
   

ARTICLE IV. CONFIDENTIALITY

It is contemplated that the work of this agreement can be carried out without disclosing any of Collaborator’s confidential information to California. However, should it become necessary to disclose Collaborator’s confidential information, Collaborator will notify California in advance and in writing. Collaborator’s confidential information will be clearly marked as such in writing. If information is orally disclosed which is deemed or desired to be confidential, such confidential information must be reduced to writing by Collaborator within thirty (30) days of oral disclosure and provided to California.

1. California’s contact for technical matters relating to the work performed hereunder is
   
   [Name, Address]
   
   
2. California’s contact for administrative matters relating to the work performed hereunder is
   
   SPO Research Administrator Name
   Sponsored Projects Office
   2150 Shattuck Avenue, Suite 313
   University of California
   Berkeley, California 94704-5940
   
   
3. California agrees to permit Collaborator's representatives to confer as necessary with California's principal investigator. It is understood and agreed that Collaborator's representatives have no authority to supervise, direct, or control the work performed hereunder.
   
   
   

ARTICLE VI. RECORD RETENTION

Financial records, supporting documents, and other record pertaining to this agreement shall be maintained and retained by California for a period of three years from the termination date of this agreement.

ARTICLE VII. INDEMNIFICATION

1. California shall indemnify and hold Collaborator, its officers, employees, and agents harmless from and against any and all liability, loss, expense (including reasonable attorneys' fees), or claims for injury or damages arising out of the performance of this agreement but only in proportion to and to the extent such liability, loss, expense, attorneys' fees, or claims for injury or damages are caused by or result from the negligent or intentional acts or omissions of California, its officers, agents, or employees.
   
   
2. Collaborator shall indemnify and hold California, its officers, employees, and agents harmless from and against any and all liability, loss, expense (including reasonable attorneys' fees), or claims for injury or damages arising out of the performance of this agreement but only in proportion to and to the extent such liability, loss, expense, attorneys' fees, or claims for injury or damages are caused by or result from the negligent or intentional acts or omissions of Collaborator, its officers, agents, or employees.
   
   
   

ARTICLE VIII. USE OF NAMES AND TRADEMARKS

The parties agree that neither will use the name of the other party or its employees in any advertisement, press release, or publicity with reference to this agreement or any product or service resulting from this agreement, without prior written approval of the other party.

ARTICLE IX. NOTICES

Whenever any notice is to be given hereunder, it will be in writing and sent to the following addresses:

ARTICLE X. TERMINATION

Either party may terminate this agreement upon thirty (30) days advance written notice to the other party.

ARTICLE XI. GOVERNING LAW

This agreement will be governed and construed by the laws of the State of California.

ARTICLE XVI. SCOPE OF THIS AGREEMENT

This agreement states the entire contract between the parties as of the date of final signature below in respect to the subject matter of the agreement and supersedes any previous written or oral representations, statements, negotiations, or agreements. This agreement may be modified only by written amendment executed by the authorized representatives of both parties.

IN WITNESS WHEREOF, the parties hereto have caused this agreement to be executed by their duly authorized representatives.