掲载用 共同研究契约书ひな型EWord文件下载.docx

1、1.1 Te terms sued in the Agreement shall have the meaning as assigned to such terms below:（1） The term “Research Result” refers technical achievement, including but not limited to creation of invention, device, design, copyrighted work and know-how, relating to the goal of the collaborative research

2、 project （hereinafter referred to as the “Project”） as described in Section 2 hereof and defined as conceived result in the Research Report, developed under the Agreement.（2） The term “Intellectual Property Right” or “IPR” refers to:（a） utility patent rights, utility model rights, design patent righ

3、ts, trademark rights, circuitry design rights of semiconductor chips for semiconductor integrated circuit, breeders rights under the Plant Patent and Plant Variety Protection Law and the rights to register the above-mentioned rights which may be granted in Japan and the rights equivalent or similar

4、to the above-mentioned rights granted in the foreign jurisdictions;（b） right to copyrighted work of computer program and copyrighted work of database under the Copyright Law of Japan （hereinafter referred to as the “Software Programs”） and the rights equivalent or similar to the above-mentioned copy

5、right granted in the foreign jurisdictions; and（c） interest in the information which may be kept in confidence and contains proprietary value, as specifically so designated by the University and the Collaborator through consultation （hereinafter referred to as the “Know-How”）.1.2 The term “Invention

6、” as used in the Agreement refers to, in case of the subject matter patentable and protected under the utility patent rights, invention, in case of the subject matter protected under utility model rights, device, in case of the subject matters protected under design patent rights, trademark rights,

7、circuitry designs rights of semiconductor chips and protected under copyright as the Software Programs, created work, in case of the subject matters protected under breeders right, breed plant and, in case of the subject matters protected as the Know-How, conception of know-how.1.3 The term “Exploit

8、” or “Exploitation” as used in the Agreement, in the context of the Intellectual Property Rights or the license thereof, acts defined in Article 2, Paragraph 3 of the Patent Law of Japan, acts defined in Article 2, Paragraph 3 of the Utility Model Law of Japan, acts defined in Article 2, Paragraph 3

9、 of the Design Law of Japan, acts defined in Article 3, Paragraph 3 of the Trademark Law of Japan, acts defined in Article 2, Paragraph 3 of the Law concerning Circuitry Designs for Semiconductor Integrated Circuit of Japan, acts defined in Article 2, Paragraph 5 of the Plant Patent and Plant Variet

10、y Protection Law of Japan, acts defined in Article 2, Paragraph 1, Items 15 and 19 of the Copyright Law of Japan and exploitation of the Know-How.1.4 The term “Principal Investigator” as used in the Agreement refers to a person working for the University or the Collaborator and engaging in the Proje

11、ct and whose name is listed in Appendix 1 to the Agreement and a person who falls in the definitions in Section 4, Paragraph 3 of the Agreement. Also the term “Project Member” refers to a person who cooperatively participates in the Project other than those listed in Appendix 1 to the Agreement or d

12、efined in Section 4, Paragraph 3 of the Agreement.1.5 The term “Designated Technology Licensing Office” or “Designated TLO” as used in the Agreement refers to a certain organization so designated by the University and which is expected to grant, assign or otherwise disposed of the right of Exploitat

13、ion of the Intellectual Property Rights jointly owned by the University and the Collaborator or owned solely by the University within the research results under the Project Property Rights in accordance with the provisions in the following Items but not Exploit them by itself:（1） To grant a license

14、of Exploitation to a party other than the University after being transferred and granted the sole and exclusive license without retention of right by licensor under the Registered Sole and Exclusive License System （senyou jisshi ken） as defined in Article 98, Paragraph1, Item 2 of the Patent Law of

15、Japan （herein after referred to as the “Registered Sole and Exclusive License”） and other non-registered license （tsujo jisshi ken）; or（2） To grant a license of Exploitation, assign or otherwise dispose of all or any part of share in the Intellectual Property Rights owned by the University, once all

16、 or any part of share in the Intellectual Property Rights is assigned to it as a holder of rights and successor in interest of the rights, duties and obligation from the University of the Intellectual Property Rights as prescribed in the Agreement.Section 2. Theme of Collaborative Research ProjectTh

17、e University and the Collaborator shall carry out the following collaborative research project:（1） Theme of Research（2） Goal（s） of Research（3） Description of Research（4） Activities to be Allocated between Parties （see Appendix 1）（5） Research Milestones（6） Research Location（7） OthersSection 3. Resear

18、ch Period and Completion of Research3.1 The research period of the Project shall be from _ _, 20_ to _ _, 20_ （hereinafter referred to as the “Research Period”）.3.2 Upon the expiration of the Research Period ad defined in the immediately preceding Paragraph, or even before such expiration, once the

19、University and the Collaborator determine that the Project has been completed, the Project shall be deemed to be completed.Section 4. Staff Engaged in Collaborative Research Project4.1 The University and the Collaborator shall nominate the persons listed in Appendix 1 to the Project as research inve

20、stigators, respectively.4.2 The University shall admit the staff of the Collaborator who will engage in the Project at the Research Location in the University as industry or private-sector research investigators from research investigators of the Collaborator.4.3 If the University or the Collaborato

21、r intends to nominate a new member working for the University or the Collaborator to participate in the Project as a research investigator, the University or the Collaborator shall notify in writing to the other party in advance and obtain a written consent of the other party.Section 5. Preparation

22、of Research ReportThe University and the Collaborator shall mutually cooperate to prepare the research report describing the Research Result attained during the Research Period within thirty （30） days from the date following the completion date of the Project.（2） Summary of Research Result（3） Prospe

23、ctive Commercialization Opportunity of Research Result（4） Actual Expenditure of Research BudgetSection 6. Designation of Know-How6.1 The University and the Collaborator shall promptly designate the information which shall fall within the category of know-how in the Research Result disclosed in the R

24、esearch Report through mutual consultation.6.2 While designating the Know-How, the period fro which it shall be kept in confidence shall be specified.6.3 The confidentiality period of Know-how under the immediately preceding Paragraph shall be determined by the University and the Collaborator throug

25、h mutual consultation and it shall be three （3） years from the date following the completion date of the Project in principle, provided, however, that, the University and the Collaborator consultation may extend or abridge the confidentiality period as necessary.Section 7. Research FundingThe Univer

26、sity and the Collaborator shall respectively bear and provide the direct costs, overhead expenses （Expenses for University-Industry Collaborative Activity） and the research fee set forth in Appendix 2 hereto （hereinafter referred to as the “Research Funding”）.Section 8. Contribution of Research Fund

27、ing8.1 The Collaborator shall provide the Research Funding owed by the Collaborator as provided for in Appendix 2 hereto by the due date specified in the invoice issued by the University against delivery of the invoice from the University.8.2 If the Collaborator fails to provide the Research Funding

28、 by the specified due date as set forth in the immediately preceding Paragraph, the Contributor shall be liable for late charges calculated per diem at 5% par annum from the date following the due date to the date on which such amount is paid in full.Section 9. AccountingThe University shall be resp

29、onsible for keeping accounting books and records of the Research Funding provided for in the immediately preceding Section. The Collaborator may request the University to access and inspect the accounting books and records relating to the Agreement. If the Collaborator requests the access to and ins

30、pection of accounting books and records to the University relating to the Agreement, the University must honor such request.Section 10. Ownership of Capital Equipment Acquired by Research FundingThe title to the capital equipment and other items acquired by the Research Funding and listed in Appendix 2 hereto shall vest in the University.Section 11. Provision of Access to Facility and Equipment11.1 The University an