Cooperative Research and Development Agreement

COOPERATIVE RESEARCH AND DEVELOPMENT AGREEMENT

This Cooperative Research and Development Agreement (the "Agreement") is entered into as of by and between Party A Name: , an entity type: Corporation LLC University , having its principal place of business at ; and Party B Name: , an entity type: Corporation LLC University , having its principal place of business at . Each of Party A and Party B is sometimes individually referred to herein as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Party A possesses expertise and facilities in ; and Party B possesses expertise in ;

WHEREAS, the Parties desire to collaborate on the research and development of (the "Project") pursuant to the terms and conditions set forth herein to evaluate technical approaches, exchange information, and develop resulting intellectual property.

WHEREAS, the Parties intend for this Agreement to define the scope of collaboration, allocation of rights to background and developed intellectual property, responsibilities for costs, confidentiality obligations, and procedures for publication and commercialization.

NOW, THEREFORE, in consideration of the mutual covenants set forth below, the Parties agree as follows:

1. DEFINITIONS

1.1 "Background Technology" means technology, know-how, data, inventions, and materials that a Party owns or controls prior to the Effective Date or independently of the Project, as identified in Annex A: Background Technology. Each Party shall list such items in the field below.

1.2 "Developed Technology" or "Joint Inventions" means inventions, discoveries, designs, processes, data, software, and other intellectual property conceived, reduced to practice, or authored in the course of performance of the Project pursuant to Section 3.

2. PURPOSE AND SCOPE

2.1 Purpose. The Parties shall collaborate to carry out the Project described in the Statement of Work attached as Annex B. The collaboration shall be limited to the tasks, deliverables, and milestones set forth therein.

2.2 Project Duration. The term of the Project shall commence on the Effective Date and continue until , unless earlier terminated in accordance with Section 10.

3. STATEMENT OF WORK; PERFORMANCE

3.1 Statement of Work. The detailed tasks, responsibilities, schedule, milestones, and deliverables are set forth in Annex B. Each Party shall perform its responsibilities in accordance with Annex B and industry standards of professional care.

3.2 Key Personnel. Each Party shall identify key personnel assigned to the Project and shall not replace such personnel without prior written notice to the other Party. Key personnel for Party A: ; for Party B: .

4. FUNDING; COSTS; PAYMENT

4.1 Funding Commitment. Each Party's funding obligations and cost sharing are set forth in Annex C. Party A agrees to contribute: USD; Party B agrees to contribute: USD.

4.2 Invoicing and Payment. Costs incurred shall be invoiced monthly in sufficient detail. Payments are due within days of invoice receipt. Overdue amounts shall bear interest at the lesser of 1.5% per month or the maximum permitted by law.

5. INTELLECTUAL PROPERTY

5.1 Ownership of Background Technology. Each Party retains exclusive ownership of its Background Technology, and no transfer of ownership is intended by this Agreement except as expressly set forth herein.

5.2 Ownership of Developed Technology. Unless otherwise expressly agreed in writing, (a) inventions and other intellectual property that are conceived or reduced to practice solely by employees or contractors of one Party in performance of the Project shall be owned exclusively by that Party; and (b) inventions conceived or reduced to practice jointly by employees or contractors of both Parties shall be jointly owned by the Parties as tenants in common, subject to the joint ownership provisions set forth in this Section 5.

5.3 Patent Prosecution and Expenses. Owners of Joint Inventions shall consult in good faith regarding prosecution and maintenance of patent rights. Unless otherwise agreed, prosecution costs for patents claiming Joint Inventions shall be shared equally; each Party may file and prosecute patent applications in its own name for its respective ownership interest provided the filing Party consults the other Party and gives the other Party reasonable opportunity to participate and contribute to prosecution costs.

5.4 License Grants. Subject to confidentiality obligations and other terms, each Party hereby grants to the other a non-exclusive, non-transferable, royalty-free license to use its Background Technology solely to the extent necessary to perform the Project. Any further licenses for commercialization shall be negotiated in good faith and set forth in a written license agreement.

6. CONFIDENTIALITY

6.1 Definition. "Confidential Information" means non-public information disclosed by one Party to the other in connection with the Project, including technical data, trade secrets, designs, know-how, prototypes, and business information, whether disclosed orally, visually, in writing, or electronically.

6.2 Obligations. The receiving Party shall (a) maintain Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care; (b) not use Confidential Information except to perform the Project; and (c) not disclose Confidential Information to third parties except to employees, contractors, or advisors who have a need to know and who are bound by obligations of confidentiality at least as protective as those herein.

6.3 Exceptions. Confidential Information shall not include information that is: (a) known to the receiving Party prior to disclosure; (b) publicly available without breach of this Agreement; (c) rightfully received from a third party without restriction; or (d) independently developed by the receiving Party without use of the disclosing Party's Confidential Information.

7. PUBLICATION

7.1 Review and Approval. Either Party may publish results of the Project. Prior to submission for publication, the publishing Party shall provide the other Party with a copy of the proposed manuscript or abstract and a written request for review. The receiving Party shall have days to review and request redaction or delay for patent filing or protection of Confidential Information. Any agreed delay for patent filing shall not exceed days.

8. REPRESENTATIONS; WARRANTIES; NO OTHER WARRANTIES

8.1 Each Party represents that it has the full corporate power and authority to enter into this Agreement and to perform its obligations hereunder. Each Party further represents that its Background Technology and performance under this Agreement will not knowingly infringe third party intellectual property rights.

8.2 EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE PARTIES DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

9. INDEMNIFICATION; LIMITATION OF LIABILITY

9.1 Indemnification. Each Party (the "Indemnitor") shall indemnify, defend and hold harmless the other Party and its officers, directors, employees and agents (the "Indemnitees") from and against any third-party claims arising out of the Indemnitor's gross negligence, willful misconduct, or breach of its representations and warranties under this Agreement.

9.2 Limitation of Liability. Except for liability arising from a Party's gross negligence, willful misconduct, breach of confidentiality, or indemnification obligations, in no event shall either Party be liable to the other for any indirect, incidental, special, consequential, or punitive damages, and each Party's aggregate liability for claims under this Agreement shall not exceed the amount of direct damages equal to the total funding actually paid by the Parties hereunder during the twelve (12) months preceding the claim.

10. TERM AND TERMINATION

10.1 Termination for Convenience. Either Party may terminate this Agreement for convenience upon days' prior written notice to the other Party. Termination shall not relieve either Party of obligations incurred prior to the effective date of termination.

10.2 Termination for Cause. Either Party may terminate this Agreement upon written notice if the other Party materially breaches any provision of this Agreement and fails to cure such breach within days after receiving written notice specifying the breach.

11. INSURANCE

Each Party shall maintain insurance coverage customary for its industry and sufficient to cover liabilities that may arise from the performance of the Project, including commercial general liability and employer's liability insurance where applicable.

12. NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be delivered personally, by certified mail (return receipt requested), or by nationally recognized overnight courier to the addresses set forth below, or to such other address as either Party shall designate by notice to the other Party.

13. AMENDMENTS; WAIVER; ASSIGNMENT

13.1 Amendment. No amendment or modification of this Agreement shall be valid unless in writing and signed by authorized representatives of both Parties.

13.2 Waiver. No failure or delay by either Party in exercising any right shall operate as a waiver of that right. A waiver must be in writing to be effective.

13.3 Assignment. Neither Party may assign or transfer this Agreement or any rights or obligations hereunder without the prior written consent of the other Party, except that either Party may assign to an affiliate or in connection with a merger or sale of substantially all of its assets provided the assignee assumes the assigning Party's obligations hereunder.

14. GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State or jurisdiction of , without regard to conflict of laws principles. The Parties shall first attempt to resolve disputes through good-faith negotiation. If the Parties are unable to resolve a dispute within sixty (60) days, either Party may pursue any remedy available at law or in equity.

15. ENTIRE AGREEMENT; SEVERABILITY; COUNTERPARTS

15.1 Entire Agreement. This Agreement, including all Annexes and Exhibits attached hereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings and agreements.

15.2 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect and the Parties shall negotiate in good faith to replace the invalid provision with a valid provision that achieves, to the extent possible, the economic, legal and commercial objectives of the invalid provision.

15.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures delivered by electronic transmission shall be binding.

ANNEXES

The following Annexes are attached and incorporated by reference: Annex A — Background Technology; Annex B — Statement of Work; Annex C — Budget and Payment Schedule. Confirm attached annexes:

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