RESEARCH AGREEMENT
THIS AGREEMENT, made and entered into this 26th day of December 1996
between ELAST TECHNOLOGIES CORPORATION with offices at 0000 Xxxxx Xxxx, Xxx
Xxxxx, Xxxxxx 00000 (hereinafter referred to as "Sponsor") and THE XXXXXXX XXXXX
XXXXXX LABORATORY, INC., a nonprofit Massachusetts Corporation, having offices
at 000 Xxxxxxxxxx Xxxxxx, Xxxxxxxxx. Xxxxxxxxxxxxx 00000 (hereinafter referred
to as the "Laboratory").
WITNESSETH: That, for the purpose of promoting the increase of useful
knowledge and in consideration of the mutual promises and covenants herein
contained, the Parties hereto agree, as follows:
I. During the period of 1 January 1997 through 30 June 1997 the Laboratory shall
provide engineering services to the Sponsor in accordance with the statement of
work identified as Enclosure A, attached hereto and incorporated herein by
reference. The Laboratory shall use its best efforts in performing the work
required under this agreement.
II. The estimated total cost to perform the work on a cost plus fixed fee basis
is:
Total Estimated Cost $ 33,103
Fixed Fee 2,616
------------
Total Price $ 35,719
The Laboratory agrees not to exceed the total price unless so authorized by
Sponsor in writing.
III. Invoices shall be rendered to Sponsor by the Laboratory on or about the
fifteenth of each month and shall cover charges incurred on the project during
the preceding month. The final invoice shall be submitted for the final month or
fraction thereof promptly after completion of the project. Sponsor agrees to pay
the invoices of the Laboratory, so rendered, within thirty (30) days after
receipt. Final order invoices will be issued using Interim Rates/Quick Closeout
Procedures.
IV. Title to any invention made or conceived in the performance of this research
agreement by any employee, agent, or any other person acting for the Laboratory
will remain with the Laboratory which shall have the sole right to determine
disposition of any patent application or other rights resulting therefrom,
provided that upon issue of any patent on any such invention or discovery, the
Laboratory shall grant to Sponsor an irrevocable, royalty-free, non-exclusive
license for the use of any such invention or discovery. With respect to any
invention or discovery which the Laboratory determines not to patent. this
Agreement constitutes a grant to Sponsor of an trrevocable. royalty-free,
non-exclusive license for the use thereof. The Laboratory will require all
employees, agents, or other persons acting for it engaged in the research to
execute written agreements by which they bind themselves to perform as stated
herein.
V. The Laboratory agrees that it will exercise all reasonable precautions to
maitain in confidence Sponsor's proprietary information, and so identified,
which has been disclosed or will be disclosed to the Laboratory in confidence
except such information which is already known to the Laboratory, has become or
later becomes public or part of the public domain or comes to the Laboratory,
ahs become or later becomes public or part of the public domain or comes to the
Laboratory form another source without a similar obligation of confidentiality.
The Laboratory reserves the right to disseminate information developed by
it in the course of this research provided that proprietary information of
sponsor is not disclosed. The Laboratory shall furnish sponsor with a preprint
of the information to be disseminated thirty (30) days prior to publication of
same for Sponsor's review to assure compliance with the preceding paragraph.
Sponsor shall, within fifteen (15) days of receipt advise the Laboratory of any
failure of compliance with the preceding paragraph.
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It is agreed and understood that the Laboratory is an independent
contractor with respect to Sponsor and not an employee or servant in any
respect, and neither the Laboratory nor any subcontractors nor any of their
officers, employees, or agents shall have any authority or power whatsoever to
incur indebtedness or liability of any kind on behalf of or in the name of
Sponsor to commit Sponsor in any other manner. The officers, employees, and
agents of the Laboratory and of any subcontractors are under no circumstances to
be deemed to be employees of Sponsor and shall not be entitled to any benefits
or other compensation hereunder.
VI. The Laboratory and the Sponsor understand that the electro-physiological
responses to be measured by the electronics assembly are new and not, as yet,
well understood. The Sponsor will, therefore, indemnify and save harmless the
Laboratory from all claims resulting from the Laboratory's participation in this
effort.
VII. It is also mutually agreed that no advertising, promotional. or publicity
matter containing any reference to either of the parties hereto, or to any of
their employees, shall be made use of by either party or anyone in their behalf,
unless and until the same shall have first been submitted by the one party or to
the other party and approved in writing, except for publication in the
Laboratory's house organ and annual report.
VIII. Either party may terminate this Agreement upon ninety (90) days written
notice to the other party. In the event of such termination prior to submission
of the final invoice, Laboratory's fixed fee shall be reduced in accordance with
the following formula:
Total of Costs Invoiced (per Section III)
Reduced Fixed Fee = Fixed Fee (per Section II) X ---------------------------------------------
Total Estimated Cost (per Section II)
IX. Any notice, invoice, tender, or delivery to be given hereunder by either
party to the other may be effected in writing personally delivered or sent by
registered or certified mail, postage prepald, return receipt requested, and
shall be deemed communicated on the date of personal delivery or seventy-two
(72) hours after such mailing, as the case may be. Mailed notices shall be
addressed to the parties as their addresses appear above, but each party may
change his address by prior written notice given in accordance with this
section.
X. This Agreement contains the entire Agreement between the parties relating to
the rights herein granted and the obligations herein assumed. No oral
representations or modifications concerning this Agreement shall be of any force
or effect unless contained in a subsequent modification in writing signed by the
party to be charged.
XI. This Agreement is entire as to all of the performance to be rendered under
it. Breach of any of the performance to be rendered by either party shall
constitute a breach of the entire Agreement and shall give the other party the
right to terminate this Agreement.
XII. This Agreement shall not be assigned by the Laboratory without the prior
written consent of Sponsor.
XIII. This Agreement shall be governed by and construed in accordance with the
laws of the Commonwealth of Massachusetts.
IN WITNESS WHEREOF, the Undersigned have set forth their hands and seals as
of the date and year first written.
ELAST TECHNOLOGIES CORPORATION THE XXXXXXX XXXXX XXXXXX LABORATORY, INC.
By /s/ Xxxxxx Xxxxx, M.D. By /s/ [ILLEGIBLE]
------------------------------- --------------------------------------
Title President Title X.X. XXXXXXXX
---------------------------- VICE PRESIDENT & TREASURER
-----------------------------------
Date 12/18/96 Date DEC 26 1996
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