The Center Membership Agreement provides the framework for Industry–University Cooperative Research Center operation.
The Membership Agreement (below) provides the base agreement that must be used along with two options 1 and 2.
All options retain key cooperative research model elements, including: collective decision-making, pre-publication access to results, publication review, and either shared intellectual property (IP) rights or shared commitment to public domain use.
The Membership Agreement and the two options provided are described below with standard clauses governing university IP ownership (Clause E), IP licensing to members (Clause F), copyright (Clause G), and royalty distribution (Clause H). Options 1–2 given below either retain or modify the Membership Agreement (provided in full below)
- Option 1: Open Source Software. Membership Agreement (below) with copyright Clause G replaced with the following Language:
G. All software created under this Agreement will be released as open source under the Apache X.Y license (“Center Software”). The parties agree that they will not pursue patent protection for such software. Therefore, each party understands and agrees that if it wishes to utilize any Center Software created solely by the other party, it can obtain and use such Center Software under the terms of the Apache X.Y license.
- Option 2: Public Domain Operation. The Agreement (below) with Clauses E, and F removed and Clause E replaced with the following clause:
E. Activity of the center funded all or in part by center membership fees will be in the public domain upon completion and publication review by members.
Note: If the IUCRC is comprised of a single university site, the word UNIVERSITIES in the agreement must be replaced with UNIVERSITY.
IUCRC Membership Agreement
This Agreement is made on __[INSERT date]__ by and between the Universities listed in Appendix A, (hereinafter collectively called "UNIVERSITIES") and _______ (hereinafter called "MEMBER") for the (INSERT TITLE OF CENTER), comprised of UNIVERSITIES funded by the Industry–University Cooperative Research Center (IUCRC) Program of the National Science Foundation.
WHEREAS, the parties to this Agreement intend to join together in a cooperative effort to support an Industry–University Cooperative Research Center for __________ (hereinafter called "CENTER") at the UNIVERSITIES to perform research, the parties hereby agree to the following terms and conditions:
A. CENTER will be operated as a consortium integrating industry, government, and academia. The industrial community includes but is not limited to major corporations, middle market companies, small businesses and startups. Public participants may range from local governments to divisions of federal agencies.
B. MEMBER agrees to contribute $___ annually in support of the CENTER and thereby becomes a member. Membership fees are not refundable.
C. There will be an Industry Advisory Board (IAB) composed of one designated representative from each member. MEMBER shall designate a single representative to the Board, and shall notify UNIVERSITIES of the designation. MEMBER retains the right to change the designated representative at any time, provided MEMBER notifies the UNIVERSITIES of the change. This Board primarily makes recommendations on (a) the research projects to be carried out by CENTER, (b) changes in the bylaws, and (c) other supporting activities at the CENTER.
D. UNIVERSITIES reserve the right for their faculty, research staff, and students involved in Center research to publish the results of any research performed by CENTER. MEMBER, however, shall have the opportunity to review any publication containing results of the research program of CENTER prior to publication and shall have the right to request the CENTER for a delay in publication for a period not to exceed ____ day(s)/year(s) from the date of submission to MEMBER, provided that MEMBER makes a written request and justification for such delay within ____ days from the date the proposed publication is submitted by certified mail to MEMBER.
E. All intellectual property (IP) derived from inventions conceived or first actually reduced to practice within the CENTER shall belong to one or more of the UNIVERSITIES which own the said IP. UNIVERSITIES will take such action as is necessary to ensure that it/they has/have ownership of all patents developed from this work and shall be responsible for ensuring compliance with chapter 18 of title 35 of the United States Code, commonly called the Bayh-Dole Act.
F. UNIVERSITIES agree that all CENTER members are entitled to a nonexclusive royalty-free license. MEMBERS that wish to exercise rights to a royalty-free license agree to pay patent application and maintenance costs.
G. MEMBER shall be entitled to a nonexclusive, royalty-free license to all software developed by CENTER. MEMBER will have the right to enhance and to re-market enhanced or unenhanced software with royalties due to CENTER to be negotiated, based on the worth of the initial software, but not to exceed __% of a fair sale price of the enhanced software product sold or licensed by MEMBER.
H. Any royalties and fees received by UNIVERSITIES under this Agreement, over and above expenses incurred, will be distributed according to the universities’ royalty distribution policies, with the understanding that ___% (greater than or equal to 33%) will accrue to the CENTER operating account, or to the relevant UNIVERSITIES involved in the royalty/fee agreements in the event that the CENTER is no longer in operation.
I. This membership agreement remains valid until this Agreement is terminated in writing by:
1) The MEMBER giving _[name of Lead Site]____, __ days written notice prior to the termination date; or
2) UNIVERSITIES giving MEMBER __ days written notice prior to the termination date.
J. An individual UNIVERSITY may withdraw from the CENTER and no longer be obligated by this agreement, by giving MEMBER and the other UNIVERSITIES __ days written notice prior to the withdrawal date from the CENTER. If an individual UNIVERSITY withdraws, this agreement remains in effect between the MEMBER and the other UNIVERSITIES.
K. An individual UNIVERSITY may join the CENTER and be obligated by this agreement by signing this agreement.
L. Neither party is assuming any liability for the actions or omissions of the other party. Each party will forebear against making any claim against the other party for all claims, liability, injury, damage or cost based upon injury or death to persons, or loss of, damage to, or loss of use of property that arises out of the performance of this agreement to the extent that such claims, liability, damage, cost or expense result from the negligence of that party's own agents or employees.
L. Each Party hereby waives any claim against the other Party, employees of the other Party, the other Party's Related Entities (including but not limited to contractors and subcontractors at any tier, grantees, investigators, customers, users, and their contractors or subcontractor at any tier), or employees of the other Party's Related Entities for any injury to, or death of, the waiving Party's employees or the employees of its Related Entities, or for damage to, or loss of, the waiving Party's property or the property of its Related Entities arising from or related to activities conducted under this Agreement, whether such injury, death, damage, or loss arises through negligence or otherwise, except in the case of gross negligence or willful misconduct.
In witness whereof, the parties have caused this Agreement to be executed by their duly authorized representatives:
|Authorized Officer Signature|
|Authorized Officer Signature|
|PARTNER UNIVERSITY 1
[add additional table rows as needed, one per university site]
|Authorized Officer Signature|
View the IUCRC Membership Agreement Addendum.