Company Contact
Company Contact Title
Company Contact Phone Number
Benet Laboratories, Armament, Research, Development and Engineering Center
Dr. Lee R. Greenberg
Business Applications Team
(518) 266-4325
<NAME>
Principal Investigator
Principal Investigator's Phone Number
The purpose of this AGREEMENT is to establish a cooperative effort between the U.S. Army Benet Laboratories and (COMPANY) in order to develop X technology. (SHORT DESCRIPTION OF CRADA). This work falls within the mission of the Benet Laboratories.
NTIS Category: ________________________
TABLE OF CONTENTS
Article 1 Definitions
Article 2 Cooperative Research
Article 3 Reports
Article 4 Financial Obligation
Article 5 Title to Property
Article 6 Inventions and Patents
Article 7 Data and Publication
Article 8 Representations and Warranties
Article 9 Termination
Article 10 Disputes
Article 11 Liability
Article 12 Miscellaneous
Article 13 Duration of Agreement and Effective Date
Appendix A Statement of Work
Appendix B Estimate of the Parties Resources
A) Whereas, the Federal Technology Transfer Act of 1986, 15 USC3710a,
provides each
Federal agency with the authority to permit the Directors of Government-operated
Federal Laboratories to enter into Cooperative Research and Development
Agreements (CRADA's) with Federal and non-Federal entities, including private
firms and organizations. This authority allows Federal Laboratories
to accept, retain, and use funds, personnel, services, and property from
collaborating parties and to provide personnel, services, and property
to collaborating parties. This authority also includes the disposition
of patent rights, which are owned by the Government.
B) Whereas, Benet Laboratories ("BENET") has an array of unique technologies,
in Large
Caliber Cannon Research, Design, Engineering and Manufacturing, and
enabling technologies such as, materials, fatigue analysis, electro plating,
material handling, specialized machining and has the responsibility to
make it's procedures, processes and technologies available for use and
transfer to the private sector. Benet has unique technologies and
facilities in specialized materials, simulation and analysis and prototype
fabrication and coatings and has the responsibility to make these technologies
available for use and transfer to the private sector.
C) Whereas, (COMPANY) wishes to utilize the Technology to develop or
improve a new or
product, process or service for commercial purposes and to improve
the position of the U.S. economy in world trade; and
--OR--
C) Whereas, (COMPANY) and Benet Laboratories desire to collaborate
in the further
advancement of the Technology which as commercial application to ______________
and military application to ________________; and
D) Whereas, the use by (COMPANY) of Benet Laboratories Technology will
benefit the TACOM-
ARDEC mission.
NOW, THEREFORE, the parties agree as follows:
Article I. Definitions.
As used in this Agreement, the following terms shall have the following meanings, and such meanings should be equally applicable to both the singular and the plural forms of the terms defined:
1.1 "Agreement" means this Cooperative Research and Development Agreement.
1.2 "Invention" means any invention or discovery, which is or may be
patentable or
otherwise protected, under Title 35 of the United States Code.
1.3 "Made" in relation to any Invention means the conception of first
actual reduction to
practice of such Invention.
1.4 "Proprietary Information" means information marked with a proprietary
legend, 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 obligation
concerning its confidentiality.
(ii) Has not been made available by the owners to others without obligation
concerning its confidentiality; and
(iii) Is not already available to the government without obligation
concerning its confidentiality.
1.5 "Subject Data" means all recorded information first produced in
the performance of this
Agreement.
1.6 "Subject Invention" means any invention made in the performance
of work under this
Agreement.
1.7 "Subject Improvement" means any improvement first produced in the
performance of
this Agreement.
1.8 "Government License" means non-exclusive, irrevocable, paid-up license
to use,
practice or have practice a Subject Invention, Subject software, or
Subject Data throughout the world by or on behalf of the U.S. Government
1.9 "Final Products" means any product produced for sale by (COMPANY) or any other duly authorized third party which embodies Subject Data, Subject Software, or Subject Invention as defined in 1.6 above or Government owned patent(s) which are licensed to (COMPANY) by the Government.
Article 2. Cooperative Research.
2.1 Statement of Work. Cooperative research performed under this Agreement shall be performed in accordance with Statements of Work (SOW), incorporated subsequent to this Agreement. Each party agrees to participate in the cooperative research and to utilize such personnel, resources, facilities, equipment, skills, know-how and information, as it considers necessary, consistent with its own policies, missions, and requirements. Statements of Work will become part of this Agreement and recorded as Appendix A. Statements of work will be task-or-performance oriented.
2.2 Multiple Parties and Separate Technologies. BENET has
unique technologies in several related but distinct areas to include, but
not limited to: Cannon design and production, Mounts, Fire Control, and
the enabling sciences and disciplines. In addition, BENET has expertise
located within Watervliet Arsenal. The (COMPANY) may choose to size
their selection of technologies based upon a joint BENET and (COMPANY)
management and technology review.
2.3 Review of Work. Periodic conferences shall be held between BENET personnel and (COMPANY) personnel for the purpose of reviewing the progress of the work. It is understood that the nature of this cooperative research is such that completion within the period of performance specified, or within the limit of financial support allocated, cannot be guaranteed. Accordingly, it is agreed that all sponsored research is to be performed on a best effort basis. It is agreed that individual Statement of Works will make use of project management techniques detailing where appropriate, costs, schedule and technical milestone considerations to mitigate and control risk.
2.4 Change in Scope. The parties shall make a good faith effort to agree on any necessary changes(s) to the SOW and make the change(s) by written notice. The parties agree that increases and decreases in effort may by mutual agreement not be considered a change in scope, minimizing administrative delays in the execution of effort.
2.5 Research and Development (R&D) Team. To the extent that the conduct of sponsored research requires a joint technical effort, (COMPANY) and BENET agree to establish a joint research and development team (the "TEAM"). The TEAM shall conduct cooperative research in accordance with the SOW. Each party shall pledge to make available to the TEAM such resources, facilities, equipment, skills, know-how, and information as it considers necessary and appropriate. Both parties pledge to support the TEAM in a mutually cooperative manner, on a best effort basis, consistent with their respective policies, missions, and requirements. Each party may support changes to the SOW or to the scope and direction of the effort which, if agreed to by the other parties, shall first be made to the SOW, and then implemented by the TEAM. While assigned to the TEAM, members shall continue to remain employed by their respective employers with full benefits and salary, and will not be considered employees of the other party for any reason. Each party shall be solely responsible for the composition of their TEAM members.
Article 3. Reports.
3.1 Progress Reports. After this Agreement enters into force,
BENET shall develop brief
one to two page quarterly written reports during the term of this Agreement
on the progress of its work, any results being obtained, and shall make
available to the extent reasonably requested, other project information
in sufficient detail to explain the progress of work that may be requested
by (COMPANY).
3.2 Final Report. A written report, summarizing the work conducted
by BENET, will be due to (COMPANY) on (DATE). This report shall set
forth the technical progress made, identifying such problems as may have
been encountered, and establishing any recommendations for improving commercialization
potential. Inclusion of Proprietary Information or Subject Information
in deliverable reports shall be subject to the provisions of Article 7.2.
In addition, a portion of the results not including Proprietary Information,
may be prepared for publication in a journal or conference, as appropriate,
by BENET or (COMPANY), with co-authorship, as appropriate.
Article 4. Financial Obligation
Salary and Travel. BENET and (COMPANY) shall provide support to
its respective personnel in performance of this Agreement. Attached
statements of work or Appendix will detail financial terms and conditions.
If or when appropriate and required by a scope of work, reimbursement required
by BENET will be provided by (COMPANY). It is noted that reimbursement
does not constitute a sale or transfer of ownership of property.
Article 5. Title to Property
5.1 Equipment. All equipment first acquired under this Agreement, and all Government Furnished Equipment (GFE), if any, shall be the property of BENET except that title to items of equipment developed or purchased by (COMPANY), or provided to BENET by (COMPANY) or acquired by BENET with funds supplied by (COMPANY), shall remain or vest in (COMPANY). Any GFE shall be used solely for the performance of the effort contemplated by this Agreement. Upon completion of research under this Agreement, (COMPANY) shall be responsible for all costs attendant to the maintenance, removal, storage, and shipping of their equipment to their own facility. Prototype hardware, designed, produced and transferred by the Government to (COMPANY) will be considered GFE, with the Government retaining title.
5.2 Software.
5.2.1. (COMPANY) Employee Software. (COMPANY) shall hold title to any copyright in software written by (COMPANY) employees in the course of performance of this Agreement.
5.2.2. Joint Employee Software. Title to any copyright in software
written jointly by
BENET and (COMPANY) employees in the course of performance of this
Agreement, shall be held by (COMPANY). (COMPANY) agrees to grant
to the U.S. government a nonexclusive, irrevocable, paid-up license to
use or have used, throughout the world by, or on behalf of the U.S. Government,
the copyright covering said software.
5.2.3. Limited Scope. (COMPANY) shall retain ownership in any
software or
algorithms to which (COMPANY) has title prior to this Agreement.
5.2.4. BENET Employee Software. The parties agree that (COMPANY)
shall enjoy
the right to use software written by BENET employees in the course
of performance of this Agreement.
5.2.5. BENET Laboratories may provide interface drawings and other technical
data to
collaborators as required or negotiated for purposes other than for
production of Large Caliber Cannon. In this instance Cannon is defined
as consisting of the Cannon Tube, to include thermal management assemblies,
the Breech, Mechanism, to include breech actuation assemblies, the bore
evacuator and the Muzzle Break.
AND/OR
5.2.6. Large Caliber Cannon Technology and/or Hardware. All Large
Caliber
Cannon and interrelated Cannon components designed in whole or in part
by Benet Laboratories, will be produced by Watervliet Arsenal. The
sole exception will be for work share agreements that may be required in
satisfaction of the Stratton Amendment or other similar type legislation.
Article 6. Inventions and Patents
6.1 Reporting. The parties shall promptly report to each other all Subject Inventions reported to either party by its employees. All Subject Inventions made during the performance of this Agreement shall be listed in the Final Report required by this Agreement.
6.2 Employee Inventions. BENET, on behalf of the U.S. Government,
agrees that (COMPANY) shall retain title to any (COMPANY) employee Subject
Inventions. (COMPANY) may file patent applications on such Subject
Inventions at its own expense.
6.3 BENET Employee Inventions. BENET, on behalf of the U.S. Government, shall have the initial option to retain title to, and file patents on, each Subject Invention made by its employees. BENET may file patent applications thereon at its own expense. BENET on behalf of the U.S. Government, agrees to grant to (COMPANY) on those BENET employee Subject Inventions upon which the U.S. Government has exercised the option to retain title to, an exclusive license for non-Defense applications in fields of use supported by a commercialization plan submitted by (COMPANY). Any license on Subject Inventions excludes the right to produce or have produced Large Caliber Cannon at any facility other than Watervliet Arsenal.
6.4 Joint Employee Inventions. Title to joint inventions shall be held jointly between (COMPANY) and BENET. (COMPANY) shall have the initial option to file patent applications at its own expense on joint inventions, subject to the conditions specified in Paragraph 6.5.
6.5 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, provided it so advised the other party within 120 days from the date it reports the Subject Inventions to the other party. Thereafter, the other party may elect to file patent applications on the Subject Invention and the party initially reporting the Subject Invention agrees to assign its right, title, and interest in the Subject Invention to the other party. 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, paid-up license to practice, or have practiced, the Subject Invention throughout the world.
6.6 Patent Expenses. Expense attendant to the filing of patent applications shall be borne by the party filing the patent applications. Each party shall provide the other party with copies of the patent applications it files on any Subject Invention along with the power to inspect and make copies of all documents retained in the official patent application files by the applicable patent office. The parties agree to reasonably cooperate with each other in the preparation and filing of patent applications resulting from this Agreement.
6.7 Maintenance Fees. The fees payable to the U.S. patent and Trademark Office, in order to maintain the patent's enforcement, will be payable by the owner of the patent, at the party's option.
Article 7. Data and Publication.
7.1 Rights. Subject Data shall be individually owned by the parties.
Either party shall, upon request, have the right to review all Subject
Data first produced under this Agreement which has not been delivered to
the other party, except to the extend that such Subject Data is subject
to a claim of confidence or privilege by a third party.
7.2 Propriety Information. BENET agrees that any proprietary
information furnished by (COMPANY) to BENET under this Agreement, or in
contemplation of this Agreement, shall be used, reproduced and disclosed
by BENET only for the purpose of carrying out this Agreement, and shall
not be released by BENET to third parties unless consent to the release
is obtained from (COMPANY). (COMPANY) shall place a proprietary notice
on all information it delivers to BENET under this Agreement, which it
asserts is proprietary.
7.3 Release Restrictions. BENET shall have the right to use all
Subject Data for any U.S. Governmental purpose, but shall not release Subject
Data publicly except: (i) BENET in reporting results of sponsored
research, may publish Subject Data in technical articles and other documents
to the extend it determines to be appropriate; and (ii) BENET may release
such Subject Data where such release is required by law or court order.
7.4 Publication. BENET and (COMPANY) agree to confer prior to
the publication of Subject
Data to assure that no Proprietary 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 ample opportunity to review such proposed manuscript and to
file patent applications in a timely manner.
Article 8. Representations and Warranties.
8.1 Representations and Warranties.
8.1.1. Organization. BENET is a federal laboratory and is wholly owned by the Government of the United States and whose substantial purpose is the performance of research, development, and engineering.
8.1.2. Mission. The performance of the activities specified by this Agreement is consistent with the mission of BENET.
8.1.3. Authority. All prior reviews and approvals required by regulations or law have been obtained by BENET prior to the execution of this Agreement. The BENET official executing this Agreement has the requisite authority to do so. Notwithstanding the delegation of authority to execute this Agreement to the individual designated, that is the Director of BENET, the Secretary of the Army has reserved to the Assistant Secretary of the Army (Research, Development and Acquisition) the opportunity provided by 15 USC Sect.3710a(c)(5)(A), to disapprove or require the modification of this Agreement within 30 days of the date it is presented to him or her by BENET.
8.1.4. Statutory Compliance. The BENET Director, prior to entering into this Agreement, has given special consideration to entering into CRADA's with small business firms and consortia involving small business firms.
8.2. Representations and Warranties. (COMPANY) hereby represents and warrants to BENET as follows:
8.2.1. Organization. (COMPANY) as of the date hereof, is a corporation duly organized, validly existing and in good standing under the laws of the State of ________.
8.2.2. Power of Authority. (COMPANY) has the requisite power and authority to enter into this Agreement and to perform according to the terms thereof.
8.2.3. Due Authorization. (COMPANY) has taken all actions required to be taken by law, charter, Certificate or Articles of Incorporation, its bylaws or otherwise, to authorize the execution and delivery of this Agreement.
8.2.4. No Violation. The execution and delivery of this Agreement
does not
contravene any material provision of, or constitute a material default
under any material agreement binding on (COMPANY) or any valid order of
any court, or any regulatory agency or other body having authority to which
(COMPANY) is subject.
Article 9. Termination.
9.1 Termination by Mutual Consent. (COMPANY) and BENET may elect
to terminate this Agreement, or portions thereof, at any time by mutual
consent.
9.2 Termination by Unilateral Action. Either party may unilaterally terminate this entire Agreement at any time by giving the other party written notice, no less than 30 days prior to the desired termination date. Termination will consider any work in process and the financial effects on the parties.
9.3 Termination Procedures. In the event of termination, the parties shall specify by written notice the disposition of all property, patents, and other results of work accomplished or in progress, arising from or performed under this Agreement. Upon the receipt of written termination notice, the parties shall not make any new commitments that relate to this Agreement. Notwithstanding any other provision of this Agreement, any exclusive license entered into by the parties relating to this Agreement shall be simultaneously terminated unless the parties agree to retain such exclusive license.
Article 10. Disputes.
10.1 Settlement. Any dispute arising under this Agreement which is not disposed of by agreement of the co-principal investigators, 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. However, nothing in this section shall prevent any party from pursuing any and all administrative and/or judicial remedies, which may be allowable.
Article 11. Liability.
11.1 Property. Neither party shall be responsible for damages to an property provided to, or acquired by, the other party pursuant to this Agreement.
11.2 No Warranty. Except as specifically stated elsewhere in this Agreement, BENET makes no express or implied warranty as to any matter whatsoever, including the conditions of the research or any invention or product, whether tangible or intangible, made, or developed under this Agreement, or the ownership, merchantability, or fitness for a particular purpose of the research or any Invention or Product.
Article 12. Miscellaneous.
12.1 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 therefrom; but this provision shall not be construed to end to this Agreement, if made with a corporation for its general benefit.
12.2 Governing Law. This Agreement shall be governed by the laws of the United States Government.
12.3 Fair Access. This agreement shall not restrict either party from entering into similar agreements.
12.4 Notices. All notices pertaining to or required by this Agreement, shall be in writing and shall be signed by an authorized representative, and shall be delivered by hand or sent by certified mail, return receipt requested, with postage prepaid.
12.5 Independent Contractors. The relationship of (COMPANY) to
BENET to this Agreement is that of independent contractors and not as agents
of each other or as joint ventures or partners.
12.6 Use of Name or Endorsement. (i) (COMPANY) shall not use the name of BENET, BENET Laboratories, Watervliet Arsenal or the Department of the Army, 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 BENET. (ii) By entering into this Agreement, BENET does not directly or indirectly endorse any product or service provided, or to be provided, by (COMPANY), its successors, assignees, or licensees. (COMPANY) shall not in any way imply that this Agreement is any endorsement of such products or service.
12.7 The rights specified in provision of this Agreement covering "Inventions", "Patents", "Data and Publication", and "Liability", shall survive the termination or expiration of this Agreement.
Article 13. Duration of Agreement and Effective Date.
13.1 Expiration of Agreement. This Agreement will automatically expire on (DATE) unless it is revised by written notice and mutual consent.
13.2 Effective Date. This Agreement shall enter into force as
of the date it is signed by
the last authorized representative of the parties.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
by their duly authorized representatives as follows:
For: (COMPANY):
______________________ __________
(Signature)
(Date)
Name:
Title:
Address:
FOR: BENET and the U.S. Government:
______________________ __________
(Signature)
(Date)
RUSSELL F. FISCELLA
Director,
Benet Laboratories
Appendix A
STATEMENT OF WORK
BACKGROUND
Briefly describe the dual-use (military application/civilian application)
importance of this research collaboration. What are the strengths
that BENET brings to this CRADA? What are the strengths that the
COMPANY brings to this CRADA?
OBJECTIVE
Through cooperative research and development, the parties intend to
(describe the objectives of the effort).
APPROACH
(Describe the major tasks and milestones for each party.)
BENET
COMPANY
Appendix B
RESOURCE ESTIMATE OF THE PARTIES
Describe the technological expertise, facilities, equipment, funds,
software, intellectual property, and other resources each party expects
to contribute to the collaborative effort.
COMPANY will provide:
BENET will provide: