Attachment 2_LP CRADA_Template.pdf

Limited Purpose CRADA

Non-Navy Provider to Navy Recipient

A LIMITED PURPOSE

COOPERATIVE RESEARCH AND DEVELOPMENT AGREEMENT

(LP-CRADA)

FOR EQUIPMENT, DATA OR MATERIAL TRANSFER

FROM

[NON-NAVY RECIPIENT then acronym]

TO

NAVAL SURFACE WARFARE CENTER, CRANE DIVISION (NSWC CRANE)

AGREEMENT TITLE:

AGREEMENT NUMBER: LP-CRADA-NSWCCD-FY-XXXX

AGREEMENT ADMINISTRATORS:

NSWC CRANE

Technology Transfer ORTA

Point of Contact: Jenna Dix, 00T, 812-854-5049, jenna.c.dix.civ@us.navy.mil

Agreements Administrator: Dr. Julie Shaff, 00T, 812-854-5330, julie.a.shaff.civ@us.navy.mil

Legal Counsel: Christopher Feigenbutz, 00L, 812-854-4100, Christopher.fiegenbu@navy.mil

[NON-NAVY RECIPIENT acronym]

Preferred Contact: [insert name, telephone number, e-mail address]

Legal Counsel [Optional]: [insert name, telephone number, e-mail address] i

TABLE OF CONTENTS

PREAMBLE

ARTICLE 1. DEFINITIONS

1.1 “Classified Information (CI)”

1.2 “Controlled Unclassified Information (CUI)”

1.3 “Data”

1.4 “Government”

1.5 “Information”

1.6 “Invention”

1.7 “Patent Application”

1.8 “Proprietary Information”

1.9 “Technical Information”

Article 2. [EQUIPMENT/DATA/MATERIAL] TO BE TRANSFERRED

Article 3. PURPOSE FOR TRANSFER (PURPOSE)

Article 4. PROTECTION OF INFORMATION

Article 5. PUBLICATIONS

Article 6. WARRANTY

Article 7. LIABILITY

Article 8. RETURN OF [EQUIPMENT/DATA/MATERIAL]

Article 9. PRE-EXISTING INTELLECTUAL PROPERTY RIGHTS

Article 10. INVENTION LICENSE OPTION

Article 11. DELIVERY

Article 12. DURATION

Article 13. AMENDMENT

Article 14. ENTIRE AGREEMENT

Article 15. GOVERNING LAW

Article 16. FUNDS

Article 17. TITLE

Article 18. USE OF NAME OR ENDORSEMENTS

Article 19. PUBLIC RELEASE OF THIS AGREEMENT

Article 20. EFFECTIVE DATE

Article 21. NOTICES ii

Article 22. SURVIVING PROVISIONS

Article 23. SIGNATURES

A LIMITED PURPOSE

COOPERATIVE RESEARCH AND DEVELOPMENT AGREEMENT

(LP-CRADA)

FOR EQUIPMENT, DATA OR MATERIAL TRANSFER

NON-NAVY RECIPIENT

TO

NAVAL SURFACE WARFARE CENTER, CRANE DIVISION (NSWC CRANE)

PREAMBLE

Under authority of the U.S. Federal Technology Transfer Act of 1986 (Public Law 99-502, 20 October 1986, as amended), the Non-Navy Collaborator (PROVIDER) and Department of Navy Collaborator (RECIPIENT) described below agree and enter into this Limited Purpose Cooperative Research and Development Agreement (LP-CRADA) to transfer [EQUIPMENT, DATA OR MATERIAL] according to the clauses and conditions and for the term and duration set in this Agreement.

The PROVIDER is [name and address of Non-Navy Collaborator], a corporation [substitute appropriate alternate language for a different entity, e.g., a University] duly organized, validly existing and in good standing under the laws of the [State or Commonwealth] of [indicate name]. The RECIPIENT [is/is not] a small business as defined in 15

U.S. Code § 632 and implementing regulations (13 C.F.R. § 121.101 et seq.) of the Administrator of the Small Business

Administration. Further, the RECIPIENT [is/is not] directly or indirectly controlled by a foreign company or government

(Executive Order 12591, Section 4 (a)) as of the effective date of this Agreement.

The RECIPIENT is Naval Surface Warfare Center, Crane Division (NSWC Crane), located at 300 Highway

361, Crane, Indiana 47522, a Federal laboratory of the United States Department of Navy wholly owned by the U.S.

Government whose substantial purpose is the performance of research, development or engineering.

Article 1. DEFINITIONS

1.1 “Classified Information (CI)” means all Information classified in accordance with the national security laws of the United States (U.S.).

1.2 “Controlled Unclassified Information (CUI)” means official Information that requires the application of controls and protective measures in accordance with national laws, policies, and regulations and has not been approved for public release, to include technical information, proprietary data, information requiring protection under the Privacy

Act of 1974, and Government-developed privileged information involving the award of contracts.

1.3 “Data” means recorded information of any kind regardless of the form or method of the recording, including computer software.

1.4 “Government” means the Government of the United States of America.

1.5 “Information” means all Data, trade secrets, and commercial and financial information.

1.6 “Invention” means any invention or discovery which is or may be patentable under Title 35 of the United States

Code.

1.7 “Patent Application” means U.S. or foreign patent application, continuation, continuation-in-part, divisional, reissue and/or reexamination on any Invention.

1.8 “Proprietary Information” means information that:

(i) embodies trade secrets developed at private expense or business, commercial, or financial information that is privileged or confidential provided that such information: (a) is not known or available from other sources without obligations concerning its confidentiality; (b) has not been made available by the owners to others without obligation concerning its confidentiality; (c) is not already available to the Government without obligation concerning its confidentiality; and (d) has not been developed independently by persons who have had no access to the information; or

(ii) has been generated by the Navy Collaborator during the performance of this Agreement, and would have qualified as Proprietary Information under 1.8 (i) above if it had been generated by the Non-Navy Collaborator, and that the Collaborators have agreed to treat as Proprietary Information for a term of up to five years from generation.

1.9 “Technical Information” means Information relating to research, development, engineering, test, evaluation, production, operation use, and maintenance of munitions and other military supplies and equipment.

Article 2. [EQUIPMENT/DATA/MATERIAL] TO BE TRANSFERRED

PROVIDER owns, controls, or otherwise has all rights in [describe the EQUIPMENT/DATA/MATERIAL being transferred] hereafter [EQUIPMENT/DATA/MATERIAL]. PROVIDER has the right to and will transfer [insert quantity] of [EQUIPMENT/DATA/MATERIAL] within [insert time frame] to RECIPIENT for the conduct of the research, tests, evaluation, development or engineering efforts and purposes stated below.

Article 3. PURPOSE FOR TRANSFER (PURPOSE)

RECIPIENT agrees that it will use the [EQUIPMENT/DATA/MATERIAL] solely for [describe project and state intended use] (PURPOSE) under the direction and control of RECIPIENT's Principal Investigator (PI), [insert name], and will follow the United States Federal statutes, rules and regulations controlling the handling and use of research equipment and/or materials of the type described as the [EQUIPMENT/DATA/MATERIAL], as applicable. The

PURPOSE is consistent with the mission of the RECIPIENT. In addition, RECIPIENT agrees that it will not use the

[EQUIPMENT/DATA/MATERIAL] for any production purposes. This Agreement does not constitute or create a joint venture, partnership or formal business entity of any kind.

Article 4. PROTECTION OF INFORMATION

RECIPIENT agrees that it will not use PROVIDER's properly marked PROPRIETARY INFORMATION without prior written consent except for the PURPOSE. The Parties shall confer and agree what information created by the Navy

RECIPIENT shall be designated GOVERNMENT PROPRIETARY INFORMATION. PROVIDER will treat

GOVERNMENT PROPRIETARY INFORMATION in a manner equivalent to the manner the Government treats NON-

GOVERNMENT PROPRIETARY INFORMATION. It is PROVIDER’s responsibility to properly identify its

PROPRIETARY INFORMATION.

CI, CUI or otherwise restricted information shall be protected in accordance with the security laws of the U.S.

[Insert the following language if a Nondisclosure Agreement is used: The attached Nondisclosure Agreement

(Appendix A) is incorporated as part of this Agreement. If there is a conflict between the terms and conditions of

Appendix A and this Agreement, this Agreement shall control except for time periods].

Article 5. PUBLICATIONS

Publication of DATA is of prime interest to the RECIPIENT and this Agreement shall not be interpreted to prevent or unreasonably delay publication of research resulting from the use of the [EQUIPMENT/DATA/MATERIAL] or modifications of the [EQUIPMENT/DATA/MATERIAL]. RECIPIENT agrees to provide appropriate acknowledgement of the source of the [EQUIPMENT/DATA/MATERIAL] in all publications. PROVIDER and

RECIPIENT agree to confer and consult to provide a reasonable review period [optional: insert time limit] prior to the publication or presentation of DATA regarding the [EQUIPMENT/DATA/MATERIAL] to assure that no

PROPRIETARY INFORMATION or RESTRICTED ACCESS INFORMATION is released and that patent rights are protected. Publication and/or presentation will be delayed for a reasonable time to afford needed protection. If the research is not published, the RECIPIENT shall provide a report of the research results to the PROVIDER.

Article 6. WARRANTY

RECIPIENT agrees that PROVIDER makes no representations and extends no warranty of any kind, either expressed or implied regarding the [EQUIPMENT/DATA/MATERIAL]. There are no expressed or implied warranties of merchantability or fitness for a particular purpose, or that the use of the [EQUIPMENT/DATA/MATERIAL] will not infringe any patent, copyright, trademark, or other rights.

Article 7. LIABILITY

RECIPIENT shall be liable for damage to the [EQUIPMENT/DATA/MATERIAL] resulting from RECIPIENT’s fault or negligence in accordance with Federal Law, excepting ordinary wear and tear occasioned by normal and ordinary usage. In no event shall RECIPIENT be liable for such wear and tear associated with the usage of the

[EQUIPMENT/DATA/MATERIAL] or for loss, damage, or destruction prior to delivery of the

[EQUIPMENT/DATA/MATERIAL] to the RECIPIENT. PROVIDER agrees to defend, indemnify, and hold harmless

RECIPIENT from any loss, claim, damage, or liability, of any kind, which may arise from PROVIDER’s use, storage or disposal of the [EQUIPMENT/DATA/MATERIAL]. RECIPIENT's entire liability is as stated in the Federal Tort

Claims Act, Section 2671 et seq.

Article 8. RETURN OF [EQUIPMENT/DATA/MATERIAL]

RECIPIENT agrees that any and all [EQUIPMENT/DATA/MATERIAL] and PROPRIETARY INFORMATION regarding this [EQUIPMENT/DATA/MATERIAL] received from PROVIDER, and any copies of information, including PROPRIETARY INFORMATION, shall remain the property of PROVIDER. These items will be promptly returned or destroyed at the termination of this Agreement in accordance with the directions of the PROVIDER. All requests and responses must be in writing. The [EQUIPMENT/DATA/MATERIAL] and information will be returned at no expense to the PROVIDER.

Article 9. PRE-EXISTING INTELLECTUAL PROPERTY RIGHTS

Except as expressly provided in this Agreement, no rights are provided to RECIPIENT under any pre-existing patents, patent applications, trade secrets or other intellectual property of PROVIDER.

Article 10. INVENTION LICENSE OPTION

RECIPIENT shall retain title to any Invention of its employees made in the performance of the PURPOSE. RECIPIENT shall notify PROVIDER of the receipt of any Invention disclosure regarding use or modification of the

[EQUIPMENT/DATA/MATERIAL]. PROVIDER has a non-exclusive license to use any improvement made by

Navy RECIPIENT. RECIPIENT gives PROVIDER the option, to be exercised within one hundred eighty (180) days after the filing of a Patent Application regarding the Invention, of acquiring an exclusive license in the Government’s rights in any Invention. The exclusive license will be subject to a reasonable royalty. Any exclusive license granted by the Government in an invention is subject to the statutorily required reservation by the Government of a nonexclusive, irrevocable, paid-up license to practice the invention or have that invention practiced throughout the world by or on behalf of the Government.

Article 11. DELIVERY

It is agreed that the PROVIDER will deliver the [EQUIPMENT/DATA/MATERIAL] upon execution of this

Agreement to the RECIPIENT within [insert number] days from the effective date of this Agreement.

Article 12. DURATION

This Agreement will terminate on the earliest of the following dates:

(1) upon completion of RECIPIENT's proposed research studies with the

[EQUIPMENT/DATA/MATERIAL], or

(2) upon thirty (30) days written notice by either Collaborator to the other, or

(3) [insert time, not to exceed four (4) years] from the effective date of this Agreement.

Article 13. AMENDMENT

This Agreement can be amended only by a written amendment mutually agreed to and signed by the Agreement signatories or their successors.

Article 14. ENTIRE AGREEMENT

This Agreement is the entire Agreement between the Collaborators concerning the PURPOSE and supersedes any prior understanding or written or oral agreement relative to the PURPOSE.

Article 15. GOVERNING LAW

United States Federal Law shall govern this Agreement for all purposes.

Article 16. FUNDS

It is agreed and understood that the [EQUIPMENT/DATA/MATERIAL] is furnished and the Agreement is entered into at no cost to the RECIPIENT.

No funds are transferred under this Agreement from the Navy RECIPIENT to the Non-Navy PROVIDER.

[If funds are transferred from Non-Navy Provider to Navy Recipient, specify amount and instructions for delivery of funds].

Checks will be payable to:

The United States Treasury

Checks will be mailed to:

[Specify address, including the name of the authorized recipient, title, and appropriate organizational code].

Article 17. TITLE

Each Collaborator shall retain title to all tangible property to which it had title prior to the effective date of this Agreement.

Article 18. USE OF NAME OR ENDORSEMENTS

PROVIDER shall not use the name of the RECIPIENT or any other Government entity on any product or service that is directly or indirectly related to this Agreement without the prior approval of RECIPIENT.

Article 19. PUBLIC RELEASE OF THIS AGREEMENT

This Agreement document is releasable to the public.

Article 20. EFFECTIVE DATE

The effective date of this Agreement is the date of execution by the last to sign for the DURATION set in Article 11.

Article 21. NOTICES

All notices will be sent to the Agreement administrators or their successors at the addresses shown in the PREAMBLE.

Article 22. SURVIVING PROVISIONS

All the Articles of this Agreement shall survive its termination.

Signatures for agreement follow on next page.

Article 23. SIGNATURES

Accepted for PROVIDER:

I, the undersigned, am duly authorized to bind the [NON-NAVY PROVIDER] to this Agreement and do so by affixing my signature hereto.

NAME DATE

Title

Accepted for PROVIDER: the undersigned, am duly authorized to bind NSWC CRANE to this Agreement and do so by affixing my signature hereto.

T.D. MCKAY DATE

Captain, U.S. Navy

Commanding Officer, NSWC Crane