Common use of Subcontracts or Other Agreements Clause in Contracts

Subcontracts or Other Agreements. a. Unless otherwise directed by Patent Representative, Partner shall include this Invention and Patent Rights Article (modified to identify the parties) in any subcontract or other agreement with a Related Entity (regardless of tier) for the performance of experimental, developmental, or research work. b. For subcontracts or other agreements at any tier, NASA, the Related Entity, and Partner agree that the mutual obligations created herein constitute privity of contract between the Related Entity and NASA with respect to matters covered by this Article. 2. If a prospective Related Entity refuses to accept the Article, Partner: a. shall promptly notify Patent Representative in writing of the prospective Related Entity’s reasons for refusal and other information supporting disposition of the matter; and b. shall not proceed without Patent Representative’s written authorization. 3. Partner shall promptly notify Patent Representative in writing of any subcontract or other agreement with a Related Entity (at any tier) containing an Invention and Patent Rights Article. The notice shall identify: a. the Related Entity; b. the applicable Invention and Patent Rights Article; c. the work to be performed; and d. the dates of award and estimated completion. Upon request, Partner shall give a copy of the subcontract or other agreement to Patent Representative. 4. In any subcontract or other agreement with Partner, a Related Entity retains the same rights provided Partner in this Article. Partner shall not require any Related Entity to assign its rights in inventions made under this Agreement to Partner as consideration for awarding a subcontract or other agreement. 5. Notwithstanding paragraph G.4., in recognition of Partner’s substantial contribution of funds, facilities or equipment under this Agreement, Partner may, subject to the NASA’s rights in this Article: a. acquire by negotiation rights to inventions made under this Agreement by a Related Entity that Partner deems necessary to obtaining and maintaining private support; and b. if unable to reach agreement under paragraph G.5.a. of this Article, request from Patent Representative that NASA provide Partner such rights as an additional reservation in any waiver NASA grants the Related Entity under NASA Patent Waiver Regulations, 14 C.F.R. Part 1245, Subpart 1. Partner should advise the Related Entity that unless it requests a waiver, NASA acquires title to all inventions made under this Agreement. If a waiver is not requested, or is not granted, Partner may then request a license from NASA under 37 C.F.R. Part 404. A Related Entity requesting waiver must follow the procedures in paragraph J. of this Article.

Subcontracts or Other Agreements. a. Unless otherwise directed by Patent Representative, Partner Participant shall include this Invention and Patent Rights Article (modified to identify the parties) in any subcontract or other agreement with a Related Entity (regardless of tier) for the performance of experimental, developmental, or research work. b. For subcontracts or other agreements at any tier, NASA, the Related Entity, and Partner Participant agree that the mutual obligations created herein constitute privity of contract between the Related Entity and NASA with respect to matters covered by this Article. 2. If a prospective Related Entity refuses to accept the Article, PartnerParticipant: a. shall promptly notify Patent Representative in writing of the prospective Related Entity’s reasons for refusal and other information supporting disposition of the matter; and b. shall not proceed without Patent Representative’s written authorization. 3. Partner Participant shall promptly notify Patent Representative in writing of any subcontract or other agreement with a Related Entity (at any tier) containing an Invention and Patent Rights Article. The notice shall identify: a. the Related Entity; b. the applicable Invention and Patent Rights Article; c. the work to be performed; and d. the dates of award and estimated completion. Upon request, Partner Participant shall give a copy of the subcontract or other agreement to Patent Representative. 4. In any subcontract or other agreement with PartnerParticipant, a Related Entity retains the same rights provided Partner Participant in this Article. Partner Participant shall not require any Related Entity to assign its rights in inventions made under this Agreement to Partner Participant as consideration for awarding a subcontract or other agreement. 5. Notwithstanding paragraph G.4., in recognition of PartnerParticipant’s substantial contribution of funds, facilities or equipment under this Agreement, Partner Participant may, subject to the NASA’s rights in this Article: a. acquire by negotiation rights to inventions made under this Agreement by a Related Entity that Partner Participant deems necessary to obtaining and maintaining private support; and b. if unable to reach agreement under paragraph G.5.a. of this Article, request from Patent Representative that NASA provide Partner Participant such rights as an additional reservation in any waiver NASA grants the Related Entity under NASA Patent Waiver Regulations, 14 C.F.R. Part 1245, Subpart 1. Partner Participant should advise the Related Entity that unless it requests a waiver, NASA acquires title to all inventions made under this Agreement. If a waiver is not requested, or is not granted, Partner Participant may then request a license from NASA under 37 C.F.R. Part 404. A Related Entity requesting waiver must follow the procedures in paragraph J. of this Article.

Subcontracts or Other Agreements. a. Unless otherwise directed by Patent Representative, Partner shall include this Invention and Patent Rights Article (modified to identify the parties) in any subcontract or other agreement with a Related Entity (regardless of tier) for the performance of experimental, developmental, or research work. b. For subcontracts or other agreements at any tier, NASA, the Related Entity, and Partner agree that the mutual obligations created herein constitute privity of contract between the Related Entity and NASA with respect to matters covered by this Article. 2. If a prospective Related Entity refuses to accept the Article, Partner: a. shall promptly notify Patent Representative in writing of the prospective Related Entity’s 's reasons for refusal and other information supporting disposition of the matter; and b. shall not proceed without Patent Representative’s 's written authorization. 3. Partner shall promptly notify Patent Representative in writing of any subcontract or other agreement with a Related Entity (at any tier) containing an Invention and Patent Rights Article. The notice shall identify: a. the Related Entity; b. the applicable Invention and Patent Rights Article; c. the work to be performed; and d. the dates of award and estimated completion. Upon request, Partner shall give a copy of the subcontract or other agreement to Patent Representative. 4. In any subcontract or other agreement with Partner, a Related Entity retains the same rights provided Partner in this Article. Partner shall not require any Related Entity to assign its rights in inventions made under this Agreement to Partner as consideration for awarding a subcontract or other agreement. 5. Notwithstanding paragraph G.4., in recognition of Partner’s 's substantial contribution of funds, facilities or equipment under this Agreement, Partner may, subject to the NASA’s 's rights in this Article: a. acquire by negotiation rights to inventions made under this Agreement by a Related Entity that Partner deems necessary to obtaining and maintaining private support; and b. if unable to reach agreement under paragraph G.5.a. of this Article, request from Patent Representative that NASA provide Partner such rights as an additional reservation in any waiver NASA grants the Related Entity under NASA Patent Waiver Regulations, 14 C.F.R. Part 1245, Subpart 1. Partner should advise the Related Entity that unless it requests a waiver, NASA acquires title to all inventions made under this Agreement. If a waiver is not requested, or is not granted, Partner may then request a license from NASA under 37 C.F.R. Part 404. A Related Entity requesting waiver must follow the procedures in paragraph J. of this Article.

Subcontracts or Other Agreements. a. Unless otherwise directed by Patent Representative, Partner shall include this Invention and Patent Rights Article (modified to identify the parties) in any subcontract or other agreement with a Related Entity (regardless of tier) for the performance of experimental, developmental, or research work. b. For subcontracts or other agreements at any tier, NASA, the Related Entity, and Partner agree that the mutual obligations created herein constitute privity of contract between the Related Entity and NASA with respect to matters covered by this Article. 2. If a prospective Related Entity refuses to accept the this Article, Partner: a. shall promptly notify Patent Representative in writing of the prospective Related Entity’s 's reasons for refusal and other information supporting disposition of the matter; and b. shall not proceed without Patent Representative’s 's written authorization. 3. Partner shall promptly notify Patent Representative in writing of any subcontract or other agreement with a Related Entity (at any tier) containing an Invention and Patent Rights Article. The notice shall identify: a. the Related Entity; b. the applicable Invention and Patent Rights Article; c. the work to be performed; and d. the dates of award and estimated completion. Upon request, Partner shall give a copy of the subcontract or other agreement to Patent Representative. 4. In any subcontract or other agreement with Partner, a Related Entity retains the same rights provided Partner in this Article. Partner shall not require any Related Entity to assign its rights in inventions made under this Agreement to Partner as consideration for awarding a subcontract or other agreement. 5. Notwithstanding paragraph G.4., in recognition of Partner’s 's substantial contribution of funds, facilities or equipment under this Agreement, Partner may, subject to the NASA’s 's rights in this Article: a. acquire by negotiation rights to inventions made under this Agreement by a Related Entity that Partner deems necessary to obtaining and maintaining private support; and b. if unable to reach agreement under paragraph G.5.a. of this Article, request from Patent Representative that NASA provide Partner such rights as an additional reservation in any waiver NASA grants the Related Entity under NASA Patent Waiver Regulations, 14 C.F.R. Part 1245, Subpart 1. Partner should advise the Related Entity that unless it requests a waiver, NASA acquires title to all inventions made under this Agreement. If a waiver is not requested, or is not granted, Partner may then request a license from NASA under 37 C.F.R. Part 404. A Related Entity requesting waiver must follow the procedures in paragraph J. of this Article.