Attachment_17_Sample_CRADA__10_pages.pdf

Attachment (17): Sample CRADA

Cooperative Research and Development Agreement Between the Bureau of Reclamation and

(Name) for the Pilot Testing Of Membrane Technology at the Yuma, Arizona Water Quality Improvement Center

This Cooperative Research and Development Agreement is entered into by and between the Name and the Bureau of Reclamation (hereafter “Reclamation”), under the authority of the Technology Transfer Act of 1986 (Public Law 99-502), Section 11, “Cooperative Research and Development Agreements.” The parties agree as follows:

Article 1. Definition

1.1 The term “cooperative research and development agreement” means the research activities described in Article 2 that are jointly undertaken by the District and Reclamation.

1.2 The term “invention” means any invention or discovery which is or may be patentable under Title 35 of the United States Code.

1.3 The term “made” in relation to any invention means the conception or first actual reduction to practice of such invention.

1.4 The term “Proprietary Information” means information which embodies trade secrets developed at private expense or which is confidential business or financial information provided that such information:

(i) Is not generally known or available from other sources without obligations concerning its confidentiality;

(ii) Has not been made available by the owners to other without obligation concerning its confidentiality; and

(iii) Is not already available to the Government without obligation concerning its confidentiality.

1.5 The term “Subject Data” means all recorded information first produced in the performance of this Agreement.

1.6 The term “Subject Invention” means any invention conceived or first actually reduced to practice in the performance of work under this Agreement.

Article 2. Statement of Work

Attachment 17

Cooperative research performed under this Agreement shall be performed in accordance with the Statement of Work attached hereto as Appendix A. Any modification to this initial scope shall be by mutual agreement between the District and Reclamation.

Article 3. Term of Project and Financial Obligation

3.1 The term of the project is from the date of the last signature of the parties to ________ ____, 20____. This term may be extended by written consent of both parties. The District’s total contribution is estimated at $________. Of the total stated above, $________ is direct cash contribution to Reclamation and $________ is in-kind services and resources. The District shall, upon signing this Cooperative Research and Development Agreement (CRADA), advance to the United States for deposit in a special account the sum of $________, which shall be applied toward the United States to perform the Water Treatment Alternative Study. The first payment must be received prior to project initiation.

Upon signing the CRADA, please enclosed a check for the first payment in the amount of $________ to Reclamation for services provided as required under this agreement.

Note: Include on your check, Bill Collection, No. ##### so the funds can be deposited to the proper account.

Please forward the funds to be advanced to the following address:

Lower Colorado Region Bureau of Reclamation File No. ##### P.O. Box 60000 San Francisco CA 94160-1547

The District will be billed by Reclamation for the balance of $________, 60 days after the receipt of the signed CRADA and the initial payment of $________.

Reclamation will provide its standard monthly operating expense report to the District reflecting associated costs. Any remaining funds will be returned to the District at the completion of this Agreement.

3.2 The contribution of Reclamation shall be in the form of labor, technical support, and facilities.

Article 4. Patent Rights

4.1 Reporting. The District shall promptly report to Reclamation each Subject Invention disclosed to it by District employees.

4.2 District Employee inventions. Reclamation, on behalf of the U.S. Government, waives any ownership rights the U.S. Government may have in Subject Inventions made solely by the District’s employees under the project and agrees that the District shall have the option to retain title to any such employee Subject Invention. The District shall promptly notify Reclamation upon making this election and agrees to file patent applications on such Subject Invention at its own expense and in a timely fashion. The District agrees to grant to the U.S. Government on its employees Subject Invention a nonexclusive, irrevocable license in the patents covering a Subject Invention to practice or have practiced, throughout the world by, or on behalf of the U.S. Government. Such nonexclusive license shall be evidenced by a confirmatory license agreement prepared by the District in a form satisfactory to Reclamation. (See paragraph 4.4) District may, if it so chooses, waive its ownership rights in such Subject Invention made solely by District employees and assign its right, title, and ownership interest to Reclamation.

4.3 Reclamation Employee Inventions. Reclamation, on behalf of the U.S. Government, shall have the initial option to retain title to each Subject Invention made solely by its employees under this Agreement. If an invention is made jointly by personnel of both parties under this Agreement, it and all patent applications and/or patents issued thereon shall be jointly owned by the parties, and available for use and licensing without obligation to account to the other party, subject to the obligations contained in Articles 4, 5, and 6. Reclamation may release the rights provided for by this paragraph to employee, inventors, or to the District subject to a license in Reclamation. (See paragraph 4.4).

4.4 Filing of Patent Applications. The party having the right to retain title and file patent applications on a specific Subject Invention may elect not to file patent applications thereon provided that it so advises the other party within 90 days from the date it reports the Subject Invention to the other party. Thereafter, the other party may elect to file patent applications on the Subject Invention and the party initially reporting such Subject Invention agrees to assign its right, title and interest in such Subject Invention to the other party and cooperate with such party in the preparation and filing of patent applications thereon. The assignment of the entire right, title and interest to the other party pursuant to this paragraph shall be subject to the retention by the party assigning title of a nonexclusive, irrevocable, sub-licensable, paid-up license to practice or have practiced, the Subject Invention throughout the world. In the event that neither of the parties to this agreement elect to file a patent application on Subject Invention, either or both (if a joint invention) may, at their sole discretion and subject to reasonable conditions, release the right to file to the inventor(s) with a license in each party of the same scope as set forth in the immediate preceding sentence. The parties will jointly agree how to handle the expenses, filing, and ownership of foreign patents.

4.5 Patent Expenses. All of the expenses attendant to the filings of patent applications as specified in 4.4 above, shall be borne by the party filing the patent application. Any post filing and post patent fees shall also be born by the same party.

Article 5. Data and Publication

5.1 Release Restrictions. Reclamation shall have the right to use all Subject Data for any Governmental purpose, but shall not release such Subject Data publicly except: (I) when reporting on the results of sponsored research may publish Subject Data, subject to the provisions of paragraph 5.3 below; and (ii) where such release is required pursuant to a request under the Freedom of Information Act (5 USC Section 552) provided, however, that such data shall not be released to the public if a patent application is to be filed (35 USC Section 205) until the parties having the right to file have had a reasonable time to file. If a patent application has been filed, then the patent application data shall not be released and will be treated as Proprietary Information until after the resulting patent is awarded, subject to the Freedom of Information Act.

5.2 Proprietary Information. The District shall place a Confidential or Proprietary Notice on all information it delivers to Reclamation under this Agreement which the District asserts is proprietary or confidential. Reclamation agrees that any information designated as proprietary or confidential which is furnished by the District to Reclamation under this Agreement, shall be used by Reclamation only for the purpose of carrying out this Agreement. Information designated as proprietary or confidential shall not be disclosed, copied, reproduced or otherwise made available in any form whatsoever to any other person, firm, corporation, partnership, association or other entity without the consent of the District except as such information may be subject to disclosure under the Freedom of Information Act (5 USC 552). Reclamation agrees to use its best efforts to protect information designated as proprietary or confidential from unauthorized disclosure. The District agrees that Reclamation is not liable for the disclosure of information designated as proprietary or confidential which after notice to and consultation with the District it is jointly determined by Reclamation and District in writing to disclose.

5.3 Publication.

5.3.1 The District may submit for publication the results of the research work associated with this project. Depending on the extent of contribution made, employees of Reclamation may be cited as co-authors. In no event, however, shall the name Reclamation be used in any publications without prior written consent.

5.3.2 Reclamation and the District agree to confer and consult prior to the publication of Subject Data to assure that no Proprietary or Confidential Information is released and that patent rights are not jeopardized. Prior to submitting a manuscript for review which contains the results of the research under this Agreement, or prior to publication if no such review is made, each party shall be offered an opportunity to review such proposed publication and to file patent applications in a timely manner, if it is so entitled under this Agreement.

Article 6. Termination

6.1 The District and Reclamation each have the right to terminate this agreement upon 30 days notice in writing to the other party.

Article 7. Disputes

7.1 Settlement. Any dispute arising under this Agreement which is not disposed of by agreement of the parties shall be submitted jointly to the signatories of this Agreement. A joint decision of the signatories or their designees shall be the disposition of such dispute.

7.2 If the signatories are unable to jointly resolve a dispute within a reasonable period of time after submission of the dispute for resolution, the matter shall be submitted to arbitration pursuant to the Administrative Dispute Resolution Act (PL 101-552; 5 USC 581 et. seq.)

Any opinion of the arbitrator shall be advisory as it relates to Reclamation. However, the advisory opinion of the arbitrator shall become final 30 days after it is served upon the parties. Reclamation may extend this 30 day period for an additional 30-day period by serving a notice of such extension on the District before the end of the 30-day period.

The Commissioner of Reclamation is authorized to terminate these proceedings or vacate any opinion issued by the Arbitrator before the opinion becomes final by serving written notice on the District to that effect, in which case the opinion shall he null and void.

7.3 Continuation of Work. Pending the resolution of any dispute or claim pursuant to this article, the parties agree that performance of all obligations shall be pursued diligently in accordance with the direction of the Reclamation signatory.

Article 8. Liability

8.1 Property. Neither party shall be responsible for damages to any tangible property of the other party provided pursuant to this Agreement.

8.2 District's Employees. The District agrees to indemnify and hold harmless the U.S. Government for any loss, claim, damage, or liability of any kind involving an employee of the District arising in connection with this Agreement, except to the extent that such loss, claim, damage or liability arises from the negligence of Reclamation or its employees. Reclamation shall be solely responsible for the payment of all claims for the loss of property, personal injury or death, or otherwise arising out of any negligent act or omission of its employees in connection with the performance of work under this Agreement, as provided under the Federal Tort Claims Act. Likewise, the District shall be solely responsible for the payment of all claims for the loss of property, personal injury or death, or otherwise arising out of any negligent act or omission of its employees in connection with the performance of work under the Agreement.

8.3 No Warranty. Reclamation states that it has the authority to enter into this Agreement without the infringement of the rights of others, Reclamation makes no other express or limited warranty as to the conditions of this research or any invention or product, whether tangible or intangible, made or developed under this Agreement, or the merchantability, or fitness for a particular purpose of the research or any invention or product.

8.4 Indemnification. The District holds the U.S. Government harmless and indemnifies the Government for all liabilities, demands, damage expenses and losses arising out of the use by the District, or any party acting on its behalf or under its authorization, of Reclamation’s research and technical developments or out of any use, sale or other disposition by the District, or others acting on its behalf or with its authorization, of products made by the use of Reclamation's technical developments. This provision shall survive termination of this Agreement.

8.5 Force Majeure. Neither party shall be liable for any unforeseeable event beyond its reasonable control not caused by the fault or negligence of such party, which causes such party to be unable to perform its obligations under this Agreement (and which it has been unable to overcome by the exercise of due diligence), including, but not limited to, flood, drought, earthquake, storm, fire, pestilence, lightning and other natural catastrophes, epidemic, war, riot, civic disturbance or disobedience, strikes, labor dispute, or failure, threat of failure, or sabotage of the facilities, or any order or injunction made by a court or public agency. In the event of the occurrence of such a force majeure event, the party unable to perform shall promptly notify the other party. It shall further use its best efforts to resume performance as quickly as possible and shall suspend performance only for such period of time as is necessary as a result of the force majeure event.

Article 9. Miscellaneous

9.1 No benefits. No member of, or delegate to the United States Congress, or resident commissioner, shall be admitted to any share or part of this Agreement, nor to any benefit that may arise there from; but this provision shall not be construed to extend to this Agreement if made with a corporation for its general benefit.

9.2 Governing Law. The construction, validity, performance and effect of this Agreement for all purposes shall be governed by the laws applicable to the Government of the United States.

9.3 Entire Agreement. This Agreement constitutes the entire Agreement between the parties concerning the subject matter hereof and supersedes any prior understanding or written or oral agreement relative to said matter.

9.4 Headings. Titles and headings of the Sections and Subsections of this Agreement are for the convenience of reference only and do not form a part of this Agreement and shall in no way affect the interpretation thereof.

9.5 Amendments. If either party desires a modification in this agreement, the parties shall, upon reasonable notice of the proposed modification by the party desiring the change, confer in good faith to determine the desirability of such modification. Such modification shall not be effective until a written amendment is signed by all parties hereto by their representatives duly authorized to execute such amendment.

9.6 Assignment. Neither this Agreement nor any rights or obligations of any party hereunder shall be assigned or otherwise transferred by either party without the prior written consent of the other party except that the District may assign this Agreement to the successors or assignees of a substantial portion of the District's business interest to which this Agreement directly pertains.

9.7 Notices. All notices pertaining to or required by this agreement shall be in writing and shall be directed to the signator(s).

9.8 Independent Contractors. The relationship of the parties to this Agreement is that of independent contractors and not as agents of each other or as joint ventures or partners.

9.9 Use of Name or Endorsements. (a) The District shall not use the name of Reclamation or the Department of the Interior on any product or service which is directly or indirectly related to either this Agreement or any patent license or assignment agreement which implements this Agreement without the prior approval of Reclamation. (b) By entering into this Agreement Reclamation does not directly or indirectly endorse any product or service provided, or to be provided, by the District its successors, assignees, or licensees.

The District shall not in any way imply that this Agreement is an endorsement of any such product or service.

9.10 Severability. Should any provision of this Agreement subsequently be determined to the invalid, illegal or unenforceable, said provision shall at that time be deemed severed from this Agreement, but only to the specific extent of its invalidity, illegality or unenforceability, and such reformed provision as well as all other provisions of the Agreement shall be unaffected and shall continue in full force and effect.

Article 10. Duration of Agreement and Effective Date

10.1 Duration of Agreement. It is mutually recognized that the development program cannot be rigidly defined in advance, and that the contemplated time periods for completion of each phase are good faith guidelines subject to adjustment, by mutual agreement, to fit circumstances as the development program proceeds. In no case will this Agreement extend beyond ________ ____, 20____, unless it is revised in accordance with Article 9 of this Agreement. The provisions of Article 4, 5, 7, and 8 shall survive the termination of this Agreement.

10.2 Effective Date. This Agreement shall enter into force as of the date of the last signature of the parties.

IN WITNESS WHEREOF, the parties, intending to be legally bound, have executed this Agreement through their authorized representatives on the dates set forth below.

For the District: For the Bureau of Reclamation:

Signature:

_ Typed Name: __

Title:

Date:

Attachment 17

Signature:

Typed Name: _______

Title: ______

Date:

Appendix A

STATEMENT OF WORK

For a CRADA Involving the Pilot Testing at the Yuma, Arizona, Water Quality Improvement Center to determine the Effectiveness of Membrane Treatment

Background:

The next step in the planning and design process for the District’s Project is to conduct pilot testing of membrane and associated processes. The Water Quality Improvement Center (WQIC) in Yuma, Arizona, is a designated National Center for Water Treatment Technology and provides a special and unique facility to accomplish this pilot scale research. This Statement of Work describes the tasks for a Cooperative Research and Development Agreement between the District and Reclamation at the Water Quality Improvement Center.

Objectives:

Pilot-scale test data is needed to

Outline of Work:

Estimated Cost:

The District’s estimated cash cost payable to Reclamation is $_________. Costs will be tracked by Reclamation and the District will only pay for Reclamation’s actual costs. Reclamation will provide in-kind costs. The following table shows the description of research tasks and the breakdown in responsibilities for In-Kind or Cash contributions to the CRADA:

Description In-Kind Value or Cash Contributions from the District

In-Kind Value or Contributions from Reclamation/WQIC

Develop test program and matrix of tests.

Technical personnel to develop test program and matrix of tests.

Benefits to the District:

The District will determine the most cost effective membrane water treatment method on _________________. By use of this CRADA a transfer of technology will take place between the District and Reclamation. Technologies developed or enhanced by Reclamation such as Thin Film Composite Membranes and Chloramine disinfection will be part of the research and testing efforts and will be a major benefit to the District.

Benefits to Reclamation:

At the conclusion this research and testing under this CRADA a transfer of technology will take place between Reclamation and the District. Problem areas that have been addressed to Reclamation regarding the quality of ____________ and of membrane technologies under this CRADA will benefit Reclamation by providing information and potential solutions to cost effective membrane water treatment of _____________.

Key Personnel:

Reclamation will supply the primary personnel to accomplish the equipment installation and the specific testing of the membrane technologies. The District will provide support and coordination by telephone or electronic means and will conduct periodic visits by its staff on site at the WQIC.

Project Officers:

For the District: ______________, _____________________

For Reclamation: ______________, Reclamation Research Director ______________, WQIC Research Coordinator ______________, Operations Division Program Assistant