Model Agreement


between a Research Organization and a Corporation


By: Dr. Frederic Erbisch, Director (Retired), Office of Intellectual Property, Michigan State University, USA




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Article III Protection Expenses

3.1     National and foreign patent applications and plant variety certification applications for Joint Ownership shall be filed, prosecuted and enforced as mutually agreed upon between the Parties and enforced as mutually agreed upon between the Parties, and the Parties will share the expenses thereof a provided in Article III 3.2 hereof.

3.2     Unless agreed otherwise, all legal costs and fees incurred after the Effective Date of this Agreement will be shared equally by the institutions contributing to an invention of new plant variety, except that if any Party objects to the filing or continued prosecution of an application or enforcement of a patent or certificate in a particular country (or countries), the other Party (Parties) may proceed at its (their) own expense.  If any Party (Parties) proceeds on its (their) own, the Party declining to proceed shall have no rights or interest in any patent or plant variety certification rights for said country (countries) in which it declines to proceed.





Article IV Income Distribution

For Joint Ownership Intellectual Property the Parties agree to share equally all income received from licensing and commercialization of the Intellectual Property or any other technology that might result from the present and future collaboration on the Joint Project.  In the event gross royalties do not cover the accrued legal costs expended by any Party with respect to jointly developed Intellectual Property, no Party shall be held responsible for reimbursing the other Party (Parties).





Article V Assignability

None of the Parties shall assign or transfer any of the rights under this Agreement without the prior written approval of the other Parties which such approval shall not be unreasonably withheld.





Article VI Future Issues

6.1     If any disagreements arise, the Parties will use best efforts to negotiate to resolve all differences.  The collaboration of Parties and their researchers is paramount.

6.2     This Agreement shall terminate with the expiration of the last to expire patents and/or plant variety certifications developed under this Joint Project, or on abandonment of all patent or plant variety applications developed under this Joint Project, provided such abandonment is by mutual consent.

6.3      This Agreement may be amended by mutual agreement of the Parties.  Such amendments shall not be binding unless they are in writing and signed by authorized representatives of each Party





Article VII Miscellaneous

7.1     This construction, validity, performance and effect of this entire Agreement shall be governed by the laws of ________________.

7.2     This Agreement sets forth the entire agreement and understanding between the Parties as to the subject matter thereof and merges al prior discussions between them.

7.3     If any provision of this Agreement shall be held to be invalid, such invalidity shall not affect any other provisions of this Agreement, but the remainder hereof shall be effective as though such invalid provisions had not been contained herein.

7.4     Each Party shall require all of its researchers conducting research under the Joint Project to assign their rights to Intellectual Property conceived during the term of the Joint Project to the appropriate Party.

7.5     The researchers of each Party shall continue to be employees of that Party and shall not be considered to be employees of any other Party

7.6     This Agreement may be executed in any number of counterparts, any one of which shall be deemed to be the original without the production of the others.





In witness whereof, the Parties hereto have caused the Agreement to be executed in triplicate by their duly authorized representatives.


The Effective Date of this Agreement is _____________________, 2 ___.


INSTITUTE                                                      COLLABORATOR I


By: _______________________________       By: ___________________________


Name: _____________________________      Name: _________________________


Title: ______________________________      Title: __________________________




By: ________________________________


Name: _____________________________

Title: ______________________________




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