Collaborative and Funded research

THIS AGREEMENT effective this [ ]th day of [ ], [ ], by and between [ ], a [ ] organized and existing under the laws of [ ] (hereinafter referred to as “Collaborator”) and Hokkaido University, a national university corporation organized and existing under the laws of Japan (hereinafter referred to as “University”).

RECITALS

A. The research program contemplated by this Agreement is of mutual interest and benefit to University and to Collaborator, will further the objectives of University in a manner consistent with its instructional and research objectives, and may derive benefits for both Collaborator and University through inventions, improvements, and/or discoveries.

NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, the parties hereto agree to the following:


1.Definitions. As used herein, the following terms shall have the following meanings:

1.1 “Project” shall mean the project entitled “[ ]” which is described in Exhibit A hereof, University’s activities of which will be under the direction of Dr. , Department of [ ], [ ], University’s principal investigator, and Collaborator’s activities of which will be under the direction of Dr. , Department of [ ], [ ], Collaborator’s principal investigator.

1.2 “Contract Period” is [ ] [ ], [ ] through [ ] [ ], [ ].

1.3 “University Intellectual Property” shall mean individually and collectively all inventions, improvements and/or discoveries which are conceived and/or made by one or more employees of University in performance of Project.

1.4 “Joint Intellectual Property” shall mean individually and collectively all inventions, improvements and/or discoveries which are conceived and/or made jointly by one or more employees of University and by one or more employees of Collaborator in performance of Project.

2.Research Work.

2.1 University and Collaborator shall, independently or jointly, commence the performance of Project promptly after the effective date of this Agreement, and shall use reasonable efforts to perform such Project substantially in accordance with the terms and conditions of this Agreement. Anything in this Agreement to the contrary notwithstanding, Collaborator and University may at any time amend Project by mutual written agreement. Any research materials of one party made available to the other in connection with Project may only be used as stated in Project. Unless the parties agree otherwise, research materials are to be considered the Confidential Information of the other party providing them.

2.2 In the event that the Principal Investigator becomes unable or unwilling to continue Project, and a mutually acceptable substitute is not available, University and/or Collaborator shall have the option to terminate said Project.

2.3 Collaborator acknowledges that the primary mission of University is education and the advancement of knowledge; and, consequently, Project will be performed in a manner best suited to carry out that mission. Specifically, University’s Principal Investigator will determine the manner of University’s part in Project and University does not represent or warrant that Project will be successful in any way or that any specific results will be obtained.

2.4 Nothing in this Agreement will be construed to limit the freedom of University or its researchers who are participants under this Agreement, from engaging in similar research made under other grants, contracts, or research agreements with parties other than Collaborator.

3.Report and Conferences.

During the term of this Agreement, representatives of University and representatives of Collaborator will generally keep one another informed of the results of work performed in connection with Project, principally through their Principal Investigators. In addition, the parties’ Principal investigators will meet at times and places mutually agreed upon to discuss the progress and results, as well as ongoing plans, or changes therein, of Project to be performed hereunder. A final written report shall be provided by the parties’ Principal Investigators within forty-five (45) days of the conclusion of the Contract Period, or early termination of this Agreement.

4Costs, Billings and Other Support.

4.1 It is agreed to and understood by the parties hereto that, subject to Article 2, total costs to Collaborator hereunder shall be the sum of [ ] yen (\[ ]). Payment shall be made by Collaborator according to following schedule: \[ ] on [ ] [ ], [ ]; and \[ ] on [ ] [ ], [ ].

4.2 University shall retain title to any equipment purchased with funds provided by Collaborator under this Agreement.

4.3 Anything herein to the contrary notwithstanding, in the event of early termination of this Agreement by Collaborator pursuant to Article 9 hereof, Collaborator shall pay all costs accrued by University as of the date of termination, including non-cancellable obligations, which shall include all non-cancellable contracts and fellowships or postdoctoral associate appointments called for in Appendix A, incurred prior to the effective date of termination. After termination, any obligation of Collaborator for fellowships or postdoctoral associates shall end no later than the end of University’s academic year following termination.

5.Publicity.

Collaborator will not use the name of University, nor of any member of University’s Project staff, in any publicity, advertising, or news release without the prior written approval of an authorized representative of University. University will not use the name of Collaborator, nor any employee of Collaborator, in any publicity without the prior written approval of Collaborator.

6.Publications.

6.1 Collaborator recognizes that under University policy, the results of University Project must be publishable and agree that Researchers engaged in Project shall be permitted to present at symposia or professional meetings within or outside Japan and to publish in journals, theses or dissertations, or otherwise of their own choosing, methods and results of Project, provided, however, that Collaborator shall have been furnished copies of any proposed publication or presentation at least 60 days in advance of the submission of such proposed publication or presentation to a journal, editor, or other third party. Collaborator shall have 30 days, after receipt of said copies, to object to such proposed presentation or proposed publication either because there is patentable subject matter which needs protection and/or there is Confidential Information of Collaborator contained in the proposed publication or presentation. In the event that Collaborator makes such objection, the parties shall negotiate an acceptable version, and the said Researcher(s) shall refrain from making such publication or presentation for a maximum of 30 days from date of receipt of such objection.

6.2 Collaborator may provide information or materials to University hereunder which are proprietary to Collaborator (Confidential Information) and, if identified by Collaborator as being proprietary, University will not disclose such Confidential Information to third parties for ten (10) years from the date hereof.

7.Intellectual Property.

7.1 All rights and title to University Intellectual Property under Project shall belong to University and shall be subject to the terms and conditions of this Agreement.

7.2 All rights and title to Joint Intellectual Property shall be jointly owned by University and Collaborator and the parties shall in good faith communicate with each other regarding the patenting of such Joint Intellectual Property, as appropriate. The filing,, prosecution defense and maintenance of patents for such Joint Intellectual Property will be conducted in the name of both parties and controlled by them jointly, acting reasonably and in good faith. Collaborator shall pay the costs associated with such patenting unless otherwise agreed between the parties.

7.3 Rights to inventions, improvements and/or discoveries, whether patentable or copyrightable or not, relating to Project made solely by employees of Collaborator shall belong to Collaborator. Such inventions, improvements, and/or discoveries shall not be subject to the terms and conditions of this Agreement.

7.4 University will promptly notify Collaborator of any University Intellectual Property conceived and/or made during the Contract Period under Project. If Collaborator directs that a patent application or application for other intellectual property protection be filed, University shall promptly prepare, file, and prosecute such Japanese and foreign application in University’s name unless the parties agree that Collaborator’s affiliates shall prepare, file and prosecute the foreign cases on behalf of University to maximize expertise and lessen costs. Collaborator shall bear all costs incurred in connection with such preparation, filing, prosecution, and maintenance of Japanese and foreign application(s) directed to said University Intellectual Property plus a fifteen percent (15%) patent service fee. Collaborator shall cooperate with University to assure that such application(s) will cover, to the best of Collaborator’s knowledge, all items of commercial interest and importance. While University shall be responsible for making decisions regarding scope and content of application(s) to be filed and prosecution thereof, Collaborator shall be given an opportunity to review and provide input thereto. University shall keep Collaborator advised as to all developments with respect to such application(s) and shall promptly supply to Collaborator copies of all papers received and filed in connection with the prosecution thereof in sufficient time for Collaborator to comment thereon.

7.5 If Collaborator elects not to exercise its option to apply for patent protection (as indicated in Article 8.1 below) or decides to discontinue the financial support of the prosecution or maintenance of the protection, University shall be free to file or continue prosecution or maintain any such application(s), and to maintain any protection issuing thereon in Japan and in any foreign country at University’s sole expense.

8.Grant of Rights.

University hereby grants Collaborator a first option right to acquire a license for the manufacture, sale and use of University Intellectual Property and its interest in Joint Intellectual Property which is the result of research performed under this Agreement. Any such license shall be negotiated in good faith by University and Collaborator and shall have reasonable royalty and reasonable exclusivity provisions in each case. Reasonable royalties shall be determined on the basis of respective contributions, commercial significance and strength of patent protection afforded. Collaborator shall have the option of applying for patent protection on any patentable invention within University Intellectual Property in the name of University pursuant to a mutually acceptable license agreement provided that Collaborator timely exercises the foregoing option.

9.Confidentiality.

9.1 Maintenance of Confidentiality. Each party agrees that it will not, without the express written consent of the other in advance, for any reason or at any time either during or subsequent to the term of this Agreement for a period ten (10) years except as otherwise provided in this Article, disclose to any person (including without limitation any director, officer or employee who is not under an obligation of confidentiality substantially similar to the obligation contained herein) the progress and results, as well as ongoing plans, or changes therein, of Project to be performed hereunder or any other information, disclosed to it by the other party and identified as proprietary, relating to the progress and results, as well as ongoing plans, or changes therein, of Project to be performed hereunder (hereinafter referred to as the “Confidential Information”). This obligation of non-disclosure shall not extend to Confidential Information:

(a) which can be demonstrated by the disclosee to have been within its or its Affiliates legitimate possession prior to the time of disclosure by the disclosor;

(b) which was in the public domain prior to disclosure, as evidenced by documents which were published prior to such disclosure;

(c) which, after disclosure, comes into the public domain through no fault of the disclosee;

(d) which is disclosed to the disclosee by a third party having legitimate possession thereof and the unrestricted right to make such disclosure.

9.2 Prior Confidentiality Agreements. The provisions of this Agreement supersede and shall be substituted for any terms of any prior confidentiality agreement between Collaborator and University which are not consistent with this Agreement.

10.Term and Termination.

10.1 This Agreement shall become effective upon the date first hereinabove written and shall continue in effect for the full duration of the Contract Period unless sooner terminated in accordance with the provisions of this Article. The parties hereto may, however, extend the term of this Agreement for additional periods as desired under mutually agreeable terms and conditions which the parties reduce to writing and sign. Either party may terminate this Agreement upon ninety (90) days prior written notice to the other.

10.2 In the event that either party hereto shall commit any breach of or default in any of the terms or conditions of this Agreement, and also shall fail to remedy such default or breach within ninety (90) days after receipt of written notice thereof from the other party hereto, the party giving notice may, at its option and in addition to any other remedies which it may have at law or in equity, terminate this Agreement by sending notice of termination in writing to the other party to such effect, and such termination shall be effective as of the date of the receipt of such notice.

10.3 Subject to Article 8, termination of this Agreement by either party for any reason shall not affect the rights and obligations of the parties accrued prior to the effective date of termination of this Agreement. No termination of this Agreement, however effectuated, shall affect the Collaborator’s rights and duties under Article 6 hereof.

11.Independent Contractor.

In the performance of all service hereunder:

(a) University shall be deemed to be and shall be an independent contractor, and as such, University shall not be entitled to any benefits applicable to employees of Collaborator:
(b) Neither party is authorized or empowered to act as agent for the other for any purpose and shall not on behalf of the other enter into any contract, warranty, or representation as to any matter. Neither shall be bound by the acts or conduct of the other.

12.Governing Law.

This Agreement shall be governed and construed in accordance with the laws of Japan.

13.Assignment.

This Agreement shall not be assigned by either party without the prior written consent of the parties hereto.

14.Agreement Modification.

Any agreement to change the terms of this Agreement in any way shall be valid only if the change is made in writing and approved by mutual agreement of authorized representative of the parties hereto.

15.Notices.

Notices, invoices, communications, and payments hereunder shall be deemed made if given by registered or certified envelope, postage prepaid, and addressed to the party to receive such notice, invoice, or communication at the address given below, or such other address as may hereafter be designated by notice in writing:

If to Collaborator:

If to University:

Hokkaido University
Kita-8, Nishi-5, Kita-ku,
Sapporo 060-0808,
Japan

IN WITNESS WHEREOF, the parties have caused these presents to be executed in duplicate as of the day and year first above written.
Address COMPANY
  BY:_______________________
Name:
Kita-8,Nishi-5,Kita-ku,Sapporo 060-0808
Japan
HOKKAIDO UNIVERSITY

BY:_______________________
Name:



Hokkaido University Research Development Section, Hokkaido University Food Science Platform, Hokkaido University