Contract
Exhibit
10.1
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Clarkson University
AGREEMENT
FOR LIMITED RESEARCH
Clarkson
University
Division
of Research
0
Xxxxxxxx Xxxxxx, Xxx 0000
Xxxxxxx,
XX 00000-0000
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To: WindTamer
Corporation.
X.X. Xxx 000
Xxxxxxx, XX 00000
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Xxxx to (if different address):
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Start
Date: August 17, 2009
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Completion Date: December 31, 2009
(Revised)
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Payment
terms: Date
of Payments:
Two
Payments
of 1st
Payment: August 17, 2009
$2,250.00 2nd
Payment: November 17, 2009
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Description
of Research Activities
(Use
additional sheet as needed)
Task
1: Modeling Analysis – mRotor, an in-house rotor design and analysis code
developed at Clarkson University
Task
2: Experimental Testing/Optimization – Clarkson Wind turbine Test
Site
Task
3: Communication between Clarkson and WindTamer including travel and
associated costs
Task
4: Design and optimization of the WindTamer turbine concept
The
Statement of Work is subject to modification as agreed to by both
parties.
This
Confirming Order must be signed by a Company official authorized to
obligate the Company to the terms
and
conditions of this agreement which appear on the reverse side of this
order.
NO OTHER TERMS SHALL APPLY
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Project
Total: $4,500.00
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(fixed price agreement)
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Offered by CLARKSON:\
/s/ Xxxxxxx
Xxxxx
Name: Xxxxxxx X.
Xxxxx
Title: Director of Research &
Technology Transfer
Date:
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Accepted by:
/s/ Xxxxxxx
Xxxxxx
Name: Xxxxxxx
Xxxxxx
Title: Principal
Investigator
Date: 11/30/2009
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Accepted by:
/s/Xxxxxx Xxxxx
Name: Xxxxxx
Xxxxx
Title: President, WindTamer, Inc.
Date: 11/23/2009
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AGREEMENT
FOR LIMITED RESEARCH
Clarkson
University, Division of Research
0
Xxxxxxxx Xxxxxx, Xxx 0000
Xxxxxxx,
XX 00000-0000
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1. Services. CLARKSON
agrees to perform the Research Activities described above or on Attachment
A, incorporated herein at the request of PURCHASER. These are provided to
enrich the Clarkson's educational mission by training the undergraduate
and graduate students with the "real-world" problem solving skills using
the latest technology and equipment.
2. Commencement-reports.
Research Activities will begin upon CLARKSON's receipt of all
necessary materials and information from PURCHASER to enable CLARKSON to
begin research or on the start date shown on the reverse side, whichever
occurs later. All research will be completed and a final report of results
provided to PURCHASER within 30 days of completion date.
3. Payment. Payment for
Research Activities will be made as outlined on the reverse side, and the
attached, if applicable.
4. Termination. Performance
under this Agreement may be terminated by the PURCHASER upon thirty (30)
days written notice; performance may be terminated by CLARKSON if
circumstances beyond its control preclude continuation of the research.
Upon termination CLARKSON shall be reimbursed for all costs and
non-cancelable commitment incurred in the performance of this Agreement,
such reimbursement not to exceed the total project cost.
5. Exclusion of warranties.
CLARKSON makes no warranty, representation or guarantee of any nature,
express or implied in connection with the activities to be provided. All
warranties, including any implied warranties of merchantability or fitness
are expressly disclaimed.
6. Confidentiality. For a
period of three (3) years from the effective date of the agreement, all
information and materials provided by PURCHASER, if such is labeled as
confidential at the time of delivery to CLARKSON, shall be held in
confidence by CLARKSON and CLARKSON shall not use any such information or
material for any purpose other than the Research Activities pursuant to
this AGREEMENT.
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All
information and results generated as a result of this AGREEMENT shall also
be kept confidential for three (3) years and shall not be used for any
purpose other than delivery to PURCHASER.
7. Intellectual Property.
Neither party acquires any
intellectual property rights under this Agreement;
●
All
information and inventions made solely or substantially by one or more
staff members of CLARKSON under the Research Program shall be assigned to
and the property of CLARKSON ("CLARKSON Intellectual
Property").
●
All
Information and Inventions made solely or substantially by employees of
SPONSOR shall be assigned to and the property of SPONSOR
●
Neither
party has an obligation under this Agreement to purchase any activity
beyond those referenced herein, or items from the other party, or to deal
exclusively with the other party in any field.
8.
Indemnity.
PURCHASER agrees to indemnify and hold harmless CLARKSON, its Board of
Control, officers and employees from and against any and all claims, costs
or judgments (including expenses of defense) arising out of claimed
copyright, patent, or other confidentiality or proprietary rights
violations with respect to any product or information provided by
PURCHASER to CLARKSON; and against any and all claims for personal injury,
bodily injury or other damages in any manner arising out of services or
results provided by CLARKSON pursuant to this AGREEMENT excepting,
however, bodily injury occurring to CLARKSON employees in the course of
the performance of any activities required hereby.
9.
Name use.
PURCHASER will not, directly or indirectly, utilize the name of CLARKSON
or any employee thereof in any publicity or other written or spoken
communication with respect to the Research Activities provided, or the
Research Activities results, without prior written approval from
CLARKSON.
10. Export Controls
Compliance. This agreement shall be in accordance with the Export
Control Compliance regulations.
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