THIS AGREEMENT is made the day of.docx

1、THIS AGREEMENT is made the day ofTHIS AGREEMENT is made the day of BETWEEN(1) _whose registered office is at _ (“Sponsor”) and (2) The Hong Kong University of Science and Technology whose registered office is at Clear Water Bay, Kowloon, Hong Kong (“University”)1. Definitions The following terms sha

2、ll have the following meanings (whether used in the singular or plural) : “Contract Parties”Sponsor and University“this Agreement”this agreement for research relating to the development of _together with the Schedules hereto, as originally executed or as it may be amended by all the parties from tim

3、e to time“HK$”Hong Kong Dollars 2. PreambleWHEREAS(1) Sponsor desires to sponsor a research in accordance with the scope of work as set out in Schedule 1 (Statement of Work) of this Agreement (“Research”).(2) University has the facilities, equipment and employees to provide research services, and wi

4、th these resources University wishes to carry out Research and provide the results of the work to Sponsor as contained in this Agreement. (3) The Contract Parties have decided to conclude this Agreement under which University will perform Research as described in Schedule 1.NOW, THEREFORE, in consid

5、eration of the mutual covenants expressed in this Agreement, the Contract Parties agree as follows :3. Term and Termination3.1 This Agreement shall begin on _ and is estimated to be completed on _.3.2 This Agreement shall terminate upon written notice by either Contract Party to the other within six

6、ty (60) days of the date on which any of the following events occurs :(i) the other shall become insolvent;(ii) the other shall go into liquidation whether compulsory or voluntary except for the purpose of amalgamation or reconstruction;(iii) the other shall have a receiver appointed of any of its a

7、ssets or undertaking, or any distress, execution, sequestration or other process shall be issued against any of its property.3.3 This Agreement may also be terminated :3.3.1 Forthwith by University if Sponsor fails to pay any sum due as agreed within sixty (60) days of the due date therefor, and as

8、described in Schedule 2 (Project and Payment);3.3.2 Forthwith by either party if the other commits any material breach of any term of this Agreement and which (in the case of a breach capable of being remedied) shall not have been remedied within sixty (60) days of a written request to remedy the sa

9、me;3.3.3 Any termination of this Agreement pursuant to this clause shall be without prejudice to any other rights or remedies a party may be entitled to hereunder or a law and shall not affect any accrued rights or liabilities of either party nor the coming into or continuance in force of any provis

10、ion hereof which is expressly or by implication intended to come into or continue in force on or after such termination.4. Payments and Records4.1 In consideration of the Universitys carrying out the Research described in Schedule 1 (Statement of Work), Sponsor shall pay University the sum of HK$ _.

11、 The said sum will be paid by Sponsor to University in the manner as described in Schedule 2 (Project and Payment). Payment should be mailed to : _ The Hong Kong University of Science and Technology Clear Water Bay Kowloon, Hong Kong4.2 It is expected that the funding will be expended in general acc

12、ordance with the budget attached as Schedule 3 (Budget). Actual expenditures may vary at the discretion of the University.5. Principal Investigator(s) The Principal Investigator(s) for University shall be : _ _ _ _ The Principal Investigator(s) for Sponsor shall be : _ _ _ _6. Reporting of Results T

13、he Principal Investigator(s) of University shall provide Sponsor with formal or informal reports at regular intervals as specified in Schedule 2 (Project and Payment). A Final Report shall be submitted by University to Sponsor within _ days upon completion of Research.7. Intellectual Property Owners

14、hip7.1 The term “Intellectual Property” shall include, but not limited to, any invention, discovery, creation, design, improvement, development, know-how, knowledge, trade secret, copyrightable work, or data conceived, acquired, and/or reduced to practice by either party or both parties in the perfo

15、rmance of Research under this Agreement, whether or not patented or patentable.7.2 Intellectual Properties conceived, acquired, and/or reduced to practice solely by University under this Agreement, and any application for patent or patent granted therefore, shall be the exclusive property of Univers

16、ity.7.3 Intellectual Properties conceived, acquired, and/or reduced to practice jointly by University and Sponsor and any application for patent or patent granted therefore shall be owned by University.8. First Right of Refusal and Technology Licencing8.1 In consideration of Sponsors participation i

17、n Research, University hereby grants to Sponsor a right of first refusal for an exclusive licence with respect to the Intellectual Properties conceived, acquired, and/or reduced to practice by University or jointly by employees of University and Sponsor under this Research.8.2 In the case of patent

18、application initiated by University, University shall expeditiously furnish Sponsor with a copy of the patent application as filed, along with notice containing an outline of the terms on the basis of which University is willing to grant Sponsor an exclusive licence under any patent which may issue

19、in respect of such patent application. Sponsor and University agree to negotiate in good faith reasonable terms and conditions for such licence.8.3 Sponsor shall have the right, for a period of ninety (90) days following receipt by Sponsor of such notice to take a licence upon the suggested terms or

20、 such other terms as University and Sponsor may agree. If, at the expiration of such ninety-day period University and Sponsor have failed to agree, University shall be free to offer a licence with respect to such patent applications or patents to third parties, but within 2 years following the expir

21、ation of the said ninety-day period University shall not offer more favourable terms to any such third party than those offered to Sponsor without first re-offering such more favourable terms to Sponsor and in such case Sponsor shall within fifteen (15) days following receipt by Sponsor of such noti

22、ce to take a licence upon the suggested terms or such other terms as University and Sponsor may agree. If, at the expiration of such fifteen-day period University and Sponsor have failed to agree, University shall be free to offer a licence with respect to such patent applications or patents to thir

23、d parties.8.4 Where Research results relate to technology or confidential information acquired by University from a third party to enable University to carry out Research, the licencing in Intellectual Property of Research shall be subject to the terms of the agreement between University and that th

24、ird party relating such technology or confidential information. 8.5 Notwithstanding any provision to the contrary in this Agreement, University shall retain the right to practise any invention or discovery developed hereunder for its own use.9. Right of Commercialization For the avoidance of doubt,

25、notwithstanding Clause 8 in this Agreement, the University does not by this Agreement transfer the right to Sponsor for any commercial application of any research results arising from this Research. The terms and conditions for licensing the research results arising from this Research shall be subje

26、cted to negotiation between Sponsor and University in good faith.10. Publication 10.1 University shall be free to use the results of Research for its own teaching, research, educational, clinical and publication purposes without first obtaining the written approval of Sponsor.10.2 University shall h

27、ave the right to publish information it has gained in the course of Research. Sponsor shall have the right to review a copy of any proposed publication with respect to disclosure of confidential material at least thirty (30) days prior to estimated date of publication. Sponsors suggestion for amendm

28、ent to the publication will be provided for Universitys consideration within fifteen (15) days of the date submitted to Sponsor. If no response is received from Sponsor within fifteen (15) days of the date submitted to Sponsor, it will be conclusively presumed that the publication may proceed withou

29、t delay.10.3 When University personnel are authors or co-authors of a technical publication incorporating research covered by this Agreement, the funding citation shall read “HKUST is the recipient of a Sponsor Sponsored Research Project”.11 Confidentiality11.1 Neither University nor Sponsor shall d

30、isclose any Confidential Information to any other person or organization without exercising the same degree of care as each party exercises to protect its own information of similar type and importance.11.2 The obligation imposed on Contract Parties by Clause 11.1 shall not apply to the following wh

31、ich was excluded from the definition of confidential information.(i) was known to the receiving party prior to its receipt hereunder;(ii) is or becomes publicly available without breach of this Agreement;(iii) is received from third parties without an obligation of confidentiality to the disclosing party and without breach of this Agreement;(iv) is disclosed by the disclosing party to anot