2-EXAMPLE DARPA GO - ICCG Member Agreement and Compensation.pdf

{{COMMIT_NAME}}: ICCG AGREEMENT AND RELEASE

This ICCG Agreement and Release confirms the agreement (“Agreement”) between {{COMMIT_CONSULTING_ENTITY}} (“you”,”your”, “ICCG Member”) and the National Collegiate Inventors & Innovators Alliance, Inc. d/b/a VentureWell (“VentureWell”), located at 100 Venture Way, Hadley, MA, 01035 (each a “Party” and both “Parties” to the Agreement). Services will be provided on behalf of VentureWell and in support of performers (“Performers”).

For good and valuable consideration detailed below, VentureWell and ICCG Member desire to enter into this Agreement detailing each Party’s privileges and responsibilities with respect to the services described herein (the “Services”). The parties agree as follows:

1. Term. The term of this Agreement shall be from the date of this Agreement until completion of the Services and payment therefore by VentureWell. ICCG Member agrees that you will commence the Services on [09/14/26] and end on [05/31/27] (the “Term”). The Term may be extended by the written agreement of both VentureWell and the ICCG Member.

2. Services. The ICCG Member agrees to provide the Services as requested by VentureWell. The

ICCG Member also agrees to devote as much business time as is necessary to properly perform the Services, and to perform such Services with the standard of professional skill and care customarily provided in the performance of such Services and in accordance with this agreement.

● Scope Overview: ICCG members for the DARPA GO Program will leverage their experiences in technical, business or commercialization areas to provide guidance and de-risking advice to DARPA GO Performers. ICCG members are expected to participate in a virtual onboarding meeting as well as a virtual initial working group meeting. ICCG members are also expected to participate in two in-person workshops and up to 15 virtual workshop sessions.

● Deliverable One: Attendance and participation in onboarding session

○ Time: 1 month after contracting

○ Format: Virtual

● Deliverable Two: Attendance and participation in initial working group meeting

○ Time: 1 month after contracting

○ Format: Virtual

● Deliverable Three: Attendance, participation in, and feedback for Workshop #1

○ Time: 1 month after contracting

○ Venue: Leesburg, VA

○ Format: In-person meeting

● Deliverable Four: Attendance, participation in, and feedback for Commercialization Training Event #1

○ Time: 5 months after contracting

○ Venue: TBD

○ Format: In-person meeting

● Deliverable Five: Attendance, participation in, and feedback for up to 15 virtual workshop sessions

○ Time: 5 months after contracting

○ Format: Virtual

3. Ownership of Work Product. ICCG Member hereby assigns, grants and transfers to

VentureWell all rights, title and interest in any work product, reports, or documents, developed by ICCG Member for VentureWell pursuant to this Agreement.

4. Intellectual Property.

a. Pre-existing Intellectual Property. Both parties will retain rights to their pre-existing intellectual property, including, but not limited to, presentation slides, handouts, speech content, logos, and associated art.

b. Ideas that contribute to Performer Scientific IP. Performers will retain Scientific IP (including, but not limited to unpatented inventions, ideas, methods, and discoveries, trade secrets, know-how, unpublished patent applications, designs, specifications, documentation, components, source code, object code, images, icons, audiovisual components, objects, schematics, drawings, protocols, processes, and other visual depictions) even if your advice or comments contribute in any way to the furtherance of Performer’s Scientific IP. For clarity, you release any rights to any Scientific IP that furthers a Performer’s Scientific IP in progress before the contracting period.

c. VentureWell license to Pre-existing Intellectual Property. ICCG Member grants VentureWell an unlimited license to display portions of or the entirety of these intellectual property in perpetuity as long as ICCG Member is provided credit for their intellectual property.

5. Release. ICCG Member hereby acknowledges that VentureWell shall retain the right to any picture, film, video, telecast, and/or filmstrip recorded, created, or produced by or for VentureWell, and its affiliates the right to use, sublicense, distribute, edit, reuse, transmit, publish, and republish, the ICCG Member’s name, photograph, biographical information, voice, sound, materials, likeness, and performance in any manner, in whole or part, individually or in conjunction with other materials in perpetuity as contained in the ICCG Member’s media and/or in connection with the Event(s).

6. Publicity. The following communication rules MUST be observed.

● ICCG Member is unauthorized to speak for VentureWell, Performers, and DARPA; use

VentureWell’s, Performers’ and DARPA’s logo, name, trademark; or create any social media post, publicity, advertising, or news release which may suggest an employee, representation, agency or relationship other than participant of the Event(s).

● ICCG Member may publish and disseminate research results that are not protected by confidentiality terms, in scientific journals, proceedings, and other scientific public dissemination platforms with prior written approval from VentureWell. The ICCG Member agrees to acknowledge the support of VentureWell and DARPA in these publications. ICCG Member must get approval from DARPA Public Affairs Office (PAO) before mentioning DARPA in any public communication.

● VentureWell and DARPA may include information about this award/Event(s) in its public reports and on its website and may refer to the award/Event(s) in a press release, speaking engagements or other public venues. You agree to provide a timely response to VentureWell’s requests for materials and review of materials related to these activities.

7. Relationship of Parties. It is expressly agreed that, in providing the Services to VentureWell under this Agreement, you will be an independent contractor and that you will not be an employee or agent of VentureWell.

a. It is also agreed that you shall have no right to make any commitments on behalf of VentureWell without the express written consent of an authorized VentureWell officer.

You are also unauthorized to speak for VentureWell; use VentureWell’s logo, name, trademark; or create any social media post, publicity, advertising, or news release which may suggest an employee, representation, agency or other relationship other than a participant at this Event(s).

b. You will also be solely responsible for any comprehensive general liability, automobile or other insurance which you decide to obtain and utilize to carry out Services.

c. Neither you nor any dependent or other individual claiming through you will be eligible to participate in, or receive benefits under, any of the employee benefit plans maintained by VentureWell. You hereby waive all rights to participate in, or receive benefits under, any of VentureWell’s plans. You also agree not to make any claim under any of VentureWell’s plans and you agree to indemnify and hold VentureWell and its plans and all those connected with them harmless from all liabilities and expenses in any way arising out of any such claim by you or by anyone claiming through you.

8. Services for Others. During this engagement, you may choose to also provide services for others, provided that such services do not give rise to a conflict of interest, or otherwise interfere with your obligations to VentureWell under this Agreement. It is each ICCG Member’s duty to identify and report potential conflicts of interest to VentureWell.

9. ICCG Member Payment. Subject to performance of the Services to the reasonable satisfaction of VentureWell, you will be paid up to $6,600 per year based on completion of milestones. Invoices for the amount due must be submitted to finance@venturewell.org no later than 30 days after the completion of each milestone. If ICCG Member is seeking reimbursement for approved expenditures, receipts must be submitted with the invoice. No payments will be made if ICCG Member is a company and does not have a UEI number.

10. Limitation of liability.

a. In the event of cancellation, whether seen or unforeseen, VentureWell shall be liable for damages not in excess of the total contract amount, less any payments already made by VentureWell. Any travel expenses directly related to ICCG Member’s participation in Agreement Services incurred by the ICCG Member before the cancellation will also be reimbursed under the process listed in Section 9.

b. In no event shall VentureWell or any of its affiliates be liable to the ICCG Member or their beneficiaries for any consequential, indirect, incidental, special, exemplary, punitive or enhanced damages,/or lost profits or revenues arising out of, relating to, or in connection with this Agreement, regardless of (a) whether such damages were foreseeable, (b) whether or not VentureWell or any of its or their affiliates were advised of the possibility of such damages and (c) the legal or equitable theory (contract, tort or otherwise) upon which the claim is based. In no event shall VentureWell or any of its affiliates’ aggregate liability for direct damages arising out of or related to this Agreement, whether arising out of or related to breach of contract, tort (including negligence) or otherwise, exceed the total of the amounts paid to the ICCG Member pursuant to this Agreement.

11. Taxes, Insurance and Benefits. As an independent contractor, you shall be solely responsible for all statutorily required insurance, including but not limited to workers' compensation insurance and unemployment insurance if required, and for the withholding and payment of all mailto:finance@venturewell.org federal, state and local income taxes and social security and Medicare taxes and other legally-required payments on sums received from VentureWell. VentureWell will provide you with an IRS Form 1099 evidencing all fees paid by you for Services, if applicable. You agree to indemnify, defend, and hold harmless VentureWell and its governing board, directors, officers, employees and agents from any and all costs and liabilities, including court costs and attorney's fees relating to your failure to pay such taxes.

12. Confidential Information. You agree that, during this engagement and thereafter, you will not use or disclose (which includes entering confidential information into an Artificial Intelligence program) any Confidential Information, meaning any information of VentureWell that is not generally available to the public and any information concerning or belonging to third parties that VentureWell has, explicitly or implicitly, agreed to keep confidential. This section means that all confidential information provided to you by VentureWell, DARPA, and Performers throughout the entirety of the period you are contracted, including at the Event(s) at which you are providing services, is subject to this confidentiality agreement. You may not disclose any confidential information except (i) after receiving written permission to disclose by VentureWell (ii) as required for the proper performance of the Services or (iii) by legal process after you have provided notice to VentureWell and a reasonable opportunity for it to seek a protective order concerning the disclosure of such Confidential Information. In the event that you are unclear about whether information is confidential, the onus is on you to ascertain, in writing, the status of the information by contacting VentureWell. You acknowledge that breach of this provision may result in irreparable harm to VentureWell, and therefore VentureWell will be entitled to relief, including injunctive relief to enforce these provisions.

13. Conflict of Interest. You agree that Agreement is contingent on your completion, and VentureWell’s acceptance, of your Conflict of Interest (“COI”) Disclosure Form prior to full execution of Agreement. You agree to update the COI form annually throughout the contract term, ensuring that your Representatives’ (defined below) COIs are also included and updated in your form. You agree to update your disclosure form immediately if any COI arises at any time.

In response to any COI disclosure or discovery, you agree to adhere to any mitigation plan created in response. These mitigation plans could involve restricting you from attending Events or portions of Events; viewing or engaging with certain Performers or their data; or contract termination.

The following definition of COI will govern (both financial and nonfinancial COIs will be reviewed and must be disclosed):

A real conflict exists when subject participates personally and substantially in particular matters that have a direct and predictable effect on a significant interest of the subject, or associates.

A perception/appearance of a conflict exists when a subject is involved in a particular matter involving specific outside parties (including individual, corporate entities, etc.) and the circumstances are such that a reasonable person with knowledge of the relevant facts would question the subject's impartiality in the matter. Such circumstances may include the involvement of a relative, spousal employer, former employer, or similar relationship, in the matter.

Your completed COI Disclosure Form, and mitigation plan (if applicable), is included and fully incorporated herein as Exhibit A. Subsequent COI Disclosure Form updates should be submitted to compliance@venturewell.org.

14. ICCG Member represents that it has authority to contract on behalf of each individual who will represent you and appear at Events (“Representative”).

15. ICCG Member agrees to inform each Representative of all restrictions and responsibilities in Agreement ESPECIALLY those concerning confidentiality and COI disclosure.

16. ICCG Member Agrees to ensure that Representatives adhere to Agreement. Further, ICCG Member acknowledges that the acts of Representatives are the acts of ICCG Member.

17. ICCG Member agrees to release or indemnify VW from any claims from Representatives for owed payments for attending any of the Events.

18. Termination. This Agreement and your services may be terminated by VentureWell by notice to you and will automatically terminate at the expiration of the Term, if not earlier terminated by VentureWell. Upon termination of this Agreement, VentureWell shall have no further obligation to you, other than for payment for Services provided by you through the date of termination.

19. Indemnification. You agree that any personal injury to you or any third party and any property damage resulting from any act or failure to act by you in your performance of the Services shall be your sole responsibility. You agree to indemnify, defend and hold harmless VentureWell and its governing board, directors, officers, employees and agents (the " VentureWell Indemnitees") from any and all costs, losses, damages, liabilities, expenses, demands and judgments, including court costs and attorney's fees (the "Liabilities") which may arise out of your performance of the Services, except to the extent such Liabilities are caused by the gross negligence of VentureWell.

20. Notice. Any notice required to be given under this Agreement shall be in writing and shall be delivered in person, by U.S. Mail, or by reputable national overnight delivery service or by electronic mail. All notices shall be addressed to the parties at the following addresses or at such other addresses as the parties may from time to time direct by writing actually received.

VentureWell: Chris Desrosiers VentureWell

100 Venture Way Hadley, MA 01035-9682

(413) 587-2172 finance@venturewell.org

ICCG Member: {{COMMIT_CONSULTANT_CONTACT_NAME}}

{{COMMIT_CONSULTING_ENTITY}}

{{COMMIT_PAYEE_ADDRESS}}

{{CONTACT_EMAIL}}

Any notice shall be deemed to have been given on the earlier of (a) actual delivery or refusal to accept delivery, or (b) the date of mailing of consignment to overnight delivery service.

21. Miscellaneous. This Agreement may not be amended, and no breach will be waived unless agreed in a signed writing by you and an authorized representative of VentureWell. The terms of this Agreement are severable, at VentureWell’s choice, if any portion or provision of this Agreement is declared illegal or unenforceable by a court of competent jurisdiction. You may not assign this agreement without the prior written consent of VentureWell.

22. Choice of Law and Disputes. This is a Massachusetts agreement and shall be governed and construed in accordance with the laws of the Commonwealth of Massachusetts, without regard to the choice of law principles thereof. Any disputes arising out of this Agreement or relating to the Services shall be resolved exclusively in the state or federal courts with jurisdiction over Hampshire County, Massachusetts. You hereby consent to personal jurisdiction in such courts.

23. Entire Agreement and Amendment. This Agreement constitutes the entire agreement between the Parties and supersedes all prior communications, agreements and understandings, written or oral, with respect to the terms and conditions of the Consultant’s engagement and all related matters.

24. Enforcement. By signing this Agreement, ICCG Member gives VentureWell assurance that:

a. The ICCG Member has carefully read and considered all the terms and conditions of this Agreement, seeking legal counsel if necessary

b. The ICCG Member understands and intends to be bound by all rights and restrictions included in this Agreement.

Authorized Signatory:

{{_es_:signer3:signature}}

Authorized Signatory:

{{_es_:signer4:signature}}

Name: {{COMMIT_CONTACT_NAME}} Name: Chris Desrosiers

Representing:

{{COMMIT_CONSULTING_ENTITY}}

Representing: National Collegiate Inventors & Innovators Alliance, Inc. d/b/a VentureWell

Date: {{Dte_es_:signer3:date}}

Date: {{Dte_es_:signer4:date}}

Exhibit A

Conflict of Interest (COI) Disclosure and Mitigation Form on next page

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