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EXHIBIT 10.3
COOPERATIVE RESEARCH AND DEVELOPMENT AGREEMENT
FOR A PROJECT BETWEEN THE U.S. GEOLOGICAL
SURVEY AND ONE COLLABORATOR
GENERAL PROVISIONS
This Cooperative Research and Development Agreement ("CRADA") is entered into by
and between Chicago Map Corporation ("the Collaborator"), and the National
Mapping Division of the United States Geological Survey ("USGS"). The parties
agree as follows:
ARTICLE 1. DEFINITIONS
1.1 The term "Cooperative Research and Development Agreement" (CRADA) means the
document describing research activities that are jointly undertaken by the
USGS and one or more non-Federal parties that have entered into a CRADA
with USGS for that purpose.
1.2 The term "Invention" means any invention or discovery which is or may be
patentable under Title 35 of the United States Code.
1.3 The term "made" in relation to any invention means the conception or first
actual reduction to practice of such invention.
1.4 The term "Proprietary Information" means information which embodies trade
secrets developed at private expense outside of this CRADA or which is
confidential technical, business, or financial information provided that
such information:
(i) Is not generally known or available from other sources without
obligations concerning its confidentiality;
(ii) Has not been made available by the owners to others without
obligation concerning its confidentiality; and
(iii) Is not already available to the Government without obligation
concerning its confidentiality.
1.5 The term "Subject Data" means all recorded information first produced in
the performance of this CRADA.
1.6 The term "Subject Invention" means any invention of the Collaborator or
USGS conceived or first actually reduced to practice in the performance of
work under this CRADA.
1.7 The term "Intellectual Property" means patents, trademarks, copyrights,
trade secrets, mask works and other forms of comparable property
protectable by Federal, State, or foreign laws.
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1.8 The term "Background Intellectual Property" (BIP) refers to a patent or
patent application covering an invention or discovery of either party, or a
copyrighted work, a mask work, trade secret or trademark developed with
separate funds outside of the CRADA by one of the parties or with others.
BIP is not considered as a Subject Invention.
1.9 The term "Created" in relation to any copyrightable software work means
when the work is fixed in any tangible medium of expression for the first
time, as provided for at 17 U.S.C. 101.
1.10 The term "Generated Information" means information produced in the
performance of the CRADA.
1.11 The term "Protected CRADA Information" means Generated Information which is
marked as being Protected CRADA Information by a party to this agreement
and which would have been Proprietary Information had it been obtained from
a non-Federal entity.
1.12 The term "Collaborator's Assigned Employees" means those employees of the
Collaborator who are present at USGS facilities for a continuous period of
more than 2 weeks.
ARTICLE 2. STATEMENT OF WORK
Cooperative research performed under this CRADA shall be performed in accordance
with the Statement of Work attached hereto as pages 2 through 11. Any
modification to this initial scope shall be made by mutual agreement between the
Collaborator and USGS and shall be incorporated herein by a formally executed
written amendment to this CRADA as per Article 12.5.
ARTICLE 3. FINANCIAL OBLIGATION
3.1 The term of the joint project is from March 15, 1999 to March 15, 2004. The
Collaborator's total contribution is estimated at $ 7,550,000. Of the total
stated above, $ 0 is direct contribution to the USGS and $ 7,550,000 is
in-kind services and resources. Method and scheduling of payment for
current and subsequent years is included on cover attachment 9-2040 or will
be provided annually by amendment to the CRADA General Provisions.
3.2 The contribution of USGS shall be in the form of labor, equipment,
facilities, information, and/or computer software estimated $ 4,000,000
subject to available funding.
3.3 Royalty payments, when required, shall be made by the Collaborator to USGS
in accordance with provisions of Articles 4.6 and 6.1. All payments by the
Collaborator shall be made payable to the United States Geological Survey
and mailed to the following address:
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U.S. Geological Survey
Office of Financial Management
271 National Center
00000 Xxxxxxx Xxxxxx Xxxxx
Xxxxxx, Xxxxxxxx 00000
ARTICLE 4. PATENT RIGHTS
4.1 Reporting. The parties agree to disclose to each other every Subject
Invention, which may be patentable or otherwise protectable, within 60 days
of the time that an inventing party reports such invention to the person(s)
responsible for patent matters in the inventing organization. These
disclosures should be in sufficient enough detail to enable a reviewer to
make and use the invention under 35 U.S.C. 112. The disclosure shall also
identify any statutory bars, i.e., printed publications describing the
invention or public use or sale of the invention in this country. The
parties further agree to disclose to each other any subsequent statutory
bar that occurs for an invention disclosed but for which a patent
application has not been filed. All invention disclosures shall be marked
as confidential under 35 U.S.C. 205.
4.2 Collaborator Employee Inventions. USGS, on behalf of the U.S. Government,
waives any ownership rights the U.S. Government may have in Subject
Inventions made by the Collaborator's employees under the Agreement and
agrees that the Collaborator shall have the option to retain title to any
such employee Subject Invention. The Collaborator shall promptly notify
USGS upon making this election and agrees to file patent applications on
such Subject Invention at its own expense and in a timely fashion. The
Collaborator agrees to grant to the U.S. Government on its employee's
Subject Inventions a nonexclusive, irrevocable, paid-up license in the
patents covering a Subject Invention to practice or have practiced,
throughout the world by, or on behalf of the U.S. Government. Such
nonexclusive license shall be evidenced by a confirmatory license agreement
prepared by the Collaborator in a form satisfactory to USGS. (See Article
4.4)
4.3 USGS Employee Inventions.
4.3.1 USGS, on behalf of the U.S. Government, shall have the initial option
to retain title to each Subject Invention made by its employees under
this Agreement. If an invention is made jointly by personnel of both
parties under this Agreement, it and all patent applications and/or
patents issued thereon shall be jointly owned by the parties, and
available for use and licensing without obligation to account to the
other party, subject to the obligations contained in Articles 4, 7,
and 9. USGS may release the rights provided for by this Article to
employee inventors or to the Collaborator subject to a license in
USGS (See Article 4.4).
4.3.2 If the USGS agrees to grant, convey, and assign the entire title to
any invention made under this agreement to the Collaborator for less
than the fair market value of the invention or the portion conveyed,
and if the inventor is an employee of the U.S. Government at the time
the invention is made or any portion thereof, then the USGS and the
Collaborator shall mutually agree with respect to an appropriate
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sum of monies to be given as fair compensation to the government
employee. This agreement shall be reached before such conveyance is
consummated. Compensation agreements shall be made in accordance with
the Federal Technology Act of 1986 and Executive Order 12591 dated
April 10, 1987.
4.4 Filing of Patent Applications. The party having the right to retain
title and file patent applications on a specific Subject Invention may
elect not to file patent applications thereon provided that it so
advises the other party within 90 days from the date it reports the
Subject Invention to the other party. Thereafter, the other party may
elect to file patent applications on the Subject Invention and the
party initially reporting such Subject Invention agrees to assign its
right title and interest in such Subject Invention to the other party
and cooperate with such party in the preparation and filing of patent
applications thereon. The assignment of the entire right title and
interest to the party pursuant to this Article shall be subject to the
retention by the party assigning title of a nonexclusive, irrevocable,
paid-up license to practice, or have practiced, the Subject Invention
throughout the world. In the event that neither of the parties to this
agreement elect to file a patent application on subject invention,
either or both (if a joint invention) may, at their sole discretion
and subject to reasonable conditions, release the right to file to the
inventor(s) with a license in each party of the same scope as set
forth in the immediate preceding sentence.
4.5 Patent Expenses. All of the expenses attendant to the filing of the
patent applications as specified in 4.4 above, shall be borne by the
party filing the patent application. Any post filing and post patent
fees shall also be borne by the same party. Each party shall provide
the other party with copies of the patent applications it files on any
Subject Invention along with the power to inspect and make copies of
all documents retained in the official patent application files by the
applicable patent office.
4.6 License Provisions. If requested, the USGS agrees to negotiate with
the Collaborator for an exclusive license to sole or jointly developed
inventions in the following identified field of use: GIS and
visualization activities related to this CRADA. Any such license shall
be negotiated independently from the CRADA and shall include
reasonable commercial terms. The collaborator's right to negotiate a
license(s) begins at the time that an invention disclosure is filed
and ceases 6 months after the termination of this CRADA for all
subject inventions.
ARTICLE 5. COPYRIGHTS
5.1 Reporting. The parties agree to disclose to each other every
copyrightable article of software (including modifications and
enhancement thereto), documentation or other works created in whole or
in part under this CRADA, which is subject to being copyrighted under
Xxxxx 00, Xxxxxx Xxxxxx Code.
5.2 Collaborator Option. The Collaborator shall have the option, solely at
its own discretion, as to whether it wishes to incorporate any
copyrightable article
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pursuant to Article 5.1, and developed in whole or in part by USGS,
into any commercial product(s) resulting from the efforts of this
CRADA.
5.3 The Collaborator shall have the option to own the copyright in all
software (including modifications and enhancement thereto),
documentation, or other works created in whole or in part by the
Collaborator under this CRADA, which is subject to being copyrighted
under Xxxxx 00, Xxxxxx Xxxxxx Code. The Collaborator shall xxxx any
such works with a copyright notice showing the Collaborator as the
author or co-author and shall in its reasonable discretion determine
whether to file applications for registration of copyright.
5.4 The Collaborator agrees to grant to the U.S. Government, solely for
U.S. Government purposes, a nonexclusive, irrevocable, paid-up,
worldwide license (hereinafter referred to as Government Purpose
License) in all copyrighted software or other works developed under
this agreement. The Government Purpose License (GPL) conveys to the
Government in part, and in any manner, for Government purposes only,
and to have or permit others to do so for Government purposes only.
Government purposes include competitive procurement, but do not
include the right to have or permit others to use the copyrighted
software or other works for non-U.S. Government or commercial
purposes.
5.5 The Collaborator will clearly xxxx all copyrighted software or other
works subject to the GPL with their name and the words "Government
Purpose License".
5.6 The Collaborator shall furnish USGS, at no cost to USGS, at least one
copy of each software, documentation, or other work developed in whole
or in part by the Collaborator under this CRADA, subject to the terms
and conditions of the GPL granted to USGS at Article 5.4.
ARTICLE 6. COPYRIGHT ROYALTIES
6.1 The Parties recognize that copyrightable articles, incorporated
subject to the provisions of Article 5.2, may provide varying degrees
of value to any commercial product(s) resulting from the efforts of
this CRADA. If this Collaborator exercises its option to use
copyrighted material developed in whole or in part by USGS pursuant to
Article 5.2, an amendment to this CRADA will be negotiated for
royalties that reflect the USGS contribution to the copyrighted
item(s), as well as the relative value that such item(s) contribute to
any commercial product(s) resulting from the efforts of this CRADA.
The Collaborator shall pay to USGS, at a rate to be determined within
the amendment, royalties over the life of the copyright by the
Collaborator or its affiliates from the licensing, assignment, sale,
lease and/or rental (hereinafter "disposition") of any copyrighted
work created under this CRADA. Payments by the Collaborator to USGS
shall be made payable to USGS, Office of Financial Management, 000
Xxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxx, 00000, and submitted not later than
sixty (60)
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days after the calendar year ending December 31st in which the
Collaborator receives the royalties or other income. Royalty payments
made under this Article by the Collaborator to USGS shall continue for
the life of the copyright(s), whether or not this CRADA has been
terminated or has expired.
6.2 Concurrently with each payment of royalties as required in Article 6.1
of this CRADA, or at such other time as payments are due, the
Collaborator shall submit a written report setting forth the period
for which the payment is made, the amount and a description of the
copyrighted works upon which a royalty is payable as provided at
Article 6.1, the net sales and other income received therefrom by the
Collaborator, and the amount of royalties due thereon. If no royalties
are due USGS for any report period, the report shall so state. The
reports required under this article shall also be made within 30 days
of the termination of this CRADA. The Collaborator agrees to keep
records showing the sales or other dispositions of the copyrighted
works upon which royalties are due under the provisions of Article 6.1
in sufficient detail to enable the royalties payable hereunder by the
Collaborator to be determined, and further agrees to permit its books
and records to be examined from time to time during its ordinary
business hours and not more often than once a year to the extent
necessary to verify the reports provided for in this article, such
examination to be made at the expense of USGS by any auditor appointed
by USGS who shall be acceptable to the Collaborator. Auditor approval
shall not be unreasonably withheld by the Collaborator.
ARTICLE 7. DATA AND PUBLICATION
7.1 Release Restrictions. USGS shall have the right to use all Subject
Data for any governmental purpose, but shall not release such Subject
Data publicly except: (I) USGS when reporting on the results of
sponsored research may publish Subject Data, subject to the provisions
of Article 7.4 below; and (ii) USGS may release such Subject Data
where such release is required pursuant to a request under the Freedom
of Information Act (5 U.S.C. Section 552); provided, however, that
such data shall not be released to the public if a patent application
is to be filed (35 U.S.C. Section 205) until the party having the
right to file has had a reasonable time to file.
7.2 Information Identification
7.2.1 Proprietary Information. The Collaborator shall place a
Proprietary notice on all information it delivers to USGS under
this CRADA which the Collaborator asserts is proprietary. USGS
agrees that any information designated as proprietary which is
furnished by the Collaborator to USGS under this CRADA, shall be
used by USGS only for the purpose of carrying out this CRADA.
Information designated as proprietary shall not be disclosed,
copied, reproduced, or otherwise made available in any form
whatsoever to any other person, firm, corporation, partnership,
association, or other entity without the consent of the
Collaborator except
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as such information may be subject to disclosure under the
Freedom of Information Act (5 U.S.C. 552).
USGS agrees to use its best efforts to protect information
designated as proprietary from unauthorized disclosure. The
Collaborator agrees that USGS is not liable for the disclosure
of information designated as proprietary which, after notice to
and consultation with the Collaborator, USGS determines may not
lawfully be withheld or which a court of competent jurisdiction
requires disclosure.
7.2.2 Background Intellectual Property. Both parties agree to
identify in advance or during the course of the CRADA
Background Intellectual Property (BIP) that has value for the
joint research but which was developed with separate funds
outside the CRADA. BIP does not qualify as a subject
invention(s) and is not subject to a government use license
unless originally developed with non-CRADA government funds.
7.3 Protected CRADA Information.
7.3.1 Each party may designate as Protected CRADA Information, as
defined in Article 1, any Generated Information produced by its
employees, and with the agreement of the other party, xxxx any
Generated Information produced by the other party's employees.
All such designated Protected CRADA Information shall be
appropriately marked.
7.3.2 For a period of 2 years from the date Protected CRADA
Information is produced, Parties agree not to further disclose
such Information except:
(1) as necessary to perform this CRADA;
(2) as mutually agreed by the Parties in advance.
7.3.3 The obligation of 7.3.2 above shall end sooner for any
Protected CRADA Information which shall become publicly known
without fault of either party, shall come into a party's
possession without breach by that party of the obligations of
7.3.2 above, or shall be independently developed by a party's
employees who did not have access to the Protected CRADA
Information or as required by the Freedom of Information Act.
7.4 Publication.
7.4.1 USGS may submit for publication the results of the research
work associated with this project. Depending on the extent of
contribution made, employees of the Collaborator may be cited
as coauthors. In no event, however, shall the name of the
Collaborator or any of its trademarks and trade names be used
in any publications without its prior written consent.
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7.4.2 USGS and the Collaborator agree to confer and consult at least
30 days prior to either party's submission for publication of
Subject Data to assure that no Proprietary Information or
Protected CRADA Information is released and that patent rights
are not jeopardized. The party receiving the document for
review has 30 days from receipt to object in writing detailing
the objections to the proposed submissions.
ARTICLE 8. RIGHTS IN GENERATED INFORMATION
The Parties understand that the Government shall have unlimited rights in all
Generated Information or information provided to the Parties under this CRADA
which is not marked as being copyrighted (subject to Article 5) or as
Proprietary Information or as Background Intellectual Property (subject to
Article 7.2) or as Protected CRADA Information (subject to Article 7.3).
ARTICLE 9. TERMINATION
9.1 The Collaborator and USGS each have the right to terminate this
agreement upon 30 days notice in writing to the other party.
9.2 In the event of withdrawal of the Collaborator, payments previously
received by USGS pursuant to Article 3 of this CRADA will be retained
by USGS to be used in support of the project.
9.3 In the event of termination by USGS, USGS shall repay the Collaborator
any prorated portion of payments previously made to USGS pursuant to
Article 3.1 of the CRADA in excess of actual costs incurred by USGS in
pursuing this project. A report on results to date of termination will
be prepared by USGS and the cost of the report will be deducted from
any amounts due to participants from USGS.
9.4 Termination of this CRADA by either party for any reason shall not
affect the rights and obligations of the parties accrued prior to the
effective date of termination of this CRADA. No termination or
expiration of this CRADA, however effectuated, shall release the
parties hereto from their rights, duties, and obligations under
Articles 3.3, 4, 5, 6, 7, 8, and 11.
ARTICLE 10. DISPUTES
10.1 Settlement. Any dispute arising under this CRADA which is not disposed
of by agreement of the parties shall be submitted jointly to the
signatories of this CRADA. A joint decision of the signatories or
their designees shall be the disposition of such dispute.
10.2 If the signatories are unable to jointly resolve a dispute within a
reasonable period of time after submission of the dispute for
resolution, the matter shall be submitted to the Director of the USGS,
or his designee for resolution.
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10.3 Continuation of Work. Pending the resolution of any dispute or claim
pursuant to this article, the parties agree that performance of all
obligations shall be pursued diligently in accordance with the
direction of the USGS signatory.
ARTICLE 11. LIABILITY
11.1 Property. The U.S. Government shall not be responsible for damages to
any property of the Collaborator provided to USGS pursuant to this
CRADA.
11.2 Collaborator's Employees.
11.2.1 During any temporary assignment at USGS facilities that may
result from this Agreement, the Collaborator's Assigned
Employees (as defined in Article 1.12 of this Agreement)
shall pursue their activities on the work schedule mutually
agreed upon between them, the Collaborator, and the USGS. The
Collaborator's Assigned Employees must agree to comply with
Federal Government security and conduct regulations that
apply to USGS employees. The Collaborator's Assigned
Employees shall conform to the requirements of the Office of
Government Ethics "Standards of Ethical Conduct for Employees
of the Executive Branch" (5 CFR Parts 2635 and 2636) and
Security Regulations, hereby made part of this Agreement, to
the extent that these regulations prohibit private business
activity or interest incompatible with the best interests of
the Department.
11.2.2 The Collaborator's Assigned Employees shall comply with
regulations that apply to USGS employees with regard to
disclosure of proprietary or procurement-sensitive
information, refusal from any activities which may present a
conflict of interest, including procurements or other actions
in which the Collaborator may have an interest. The
Collaborator's Assigned Employees may not represent the
Collaborator or work for the Collaborator in competing for
award from any other Federal agency during the term of the
CRADA (see Article 3) or extension thereto.
11.2.3 The Collaborator's Assigned Employees are permanently
prohibited from representing or performing activities for
the Collaborator on any matters before the USGS on which the
Collaborator's employees USGS while assigned to this
project.
11.2.4 The Collaborator's employees are prohibited from acting as
governmental employees, including making decisions on behalf
of the Government or performing inherently governmental
functions while working at the USGS.
11.3 No Warranty. Except as provided in Xxxxx 00, Xxxxxx Xxxxxx Code,
section 1498, the United States shall not be liable for the use or
manufacture of any invention made under this agreement nor for the
infringement of any patent or copyright
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during the performance of this agreement. The USGS makes no express or
implied warranty as to any matter whatsoever, including the conditions of
the research or any invention or product, whether tangible or intangible,
made or developed under this CRADA, or the ownership, merchantability, or
fitness for a particular purpose of the research or any invention or
product. These provisions shall survive termination of the CRADA.
11.4 Indemnification
11.4.1 Collaborator's Employees. The Collaborator agrees to indemnify and
hold harmless the U.S. Government for any loss, claim, damage, or
liability of any kind involving an employee of the Collaborator
arising in connection with this CRADA, except to the extent that
such loss, claim, damage or liability arises from the negligence of
USGS or its employees. USGS shall be solely responsible for the
payment of all claims for the loss of property, personal injury or
death, or otherwise arising out of any negligent act or omission of
its employees in connection with the performance of work under this
CRADA as provided under the Federal Tort Claims Act.
11.4.2 Technical Developments and Products. The Collaborator holds the U.S.
Government harmless and indemnifies the Government for all
liabilities, demands, damages, expense, and losses arising out of
the use by the Collaborator, or any party acting on its behalf or
under its authorization, of USGS's research and technical
developments or out of any use, sale, or other disposition by the
Collaborator, or others acting on its behalf or with its
authorization, of products made by the use of USGS's technical
developments. In respect to this Article, the Government shall not
be considered an assignee or licensee of the Collaborator. This
provision shall survive termination of this CRADA.
11.5 Force Majeure. Neither party shall be liable for any unforeseeable event
beyond its reasonable control not caused by the fault or negligence of such
party, which causes such party to be unable to perform its obligations
under this CRADA (and which its has been unable to overcome by the exercise
of due diligence), including, but not limited to, flood, drought,
earthquake, storm, fire, pestilence, lightning, and other natural
catastrophes, epidemic, war, riot, civil disturbance or disobedience,
strikes, labor dispute, or failure, threat of failure or sabotage of the
USGS facilities, or any order or injunction made by a court or public
agency. In the event of the occurrence of such a force majeure event, the
party unable to perform shall promptly notify the other party. It shall
further use its best efforts to resume performance as quickly as possible
and shall suspend performance only for such period of time as is necessary
as a result of the force majeure event.
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ARTICLE 12. MISCELLANEOUS
12.1 No Benefits. No member of, or delegate to the United States Congress,
or resident commissioner, shall be admitted to any share or part of
this CRADA, nor to any benefit that may arise therefrom; but this
provision shall not be construed to extend to this CRADA if made with
a corporation for its general benefit.
12.2 Governing Law. The construction validity, performance and effect of
this CRADA for all purposes shall be governed by applicable Federal
laws.
12.3 Entire Agreement. This CRADA constitutes the entire agreement between
the parties concerning the subject matter hereto and supersedes any
prior understanding or written or oral agreement relative to said
matter.
12.4 Headings. Titles and headings of the Sections and Subsections of this
CRADA are for the convenience of references only and do not form a
part of this CRADA and shall in no way affect the interpretation
thereof.
12.5 Amendments. If either party desires a modification in this CRADA, the
parties shall, upon reasonable notice of the proposed modification by
the party desiring the change, confer in good faith to determine the
desirability of such modification. Such modification shall not be
effective until a written amendment is signed by all parties hereto
by their representatives duly authorized to execute such amendment.
12.6 Assignment. Neither this CRADA nor any rights or obligations of any
party hereunder shall be assigned or otherwise transferred by either
party without the prior written consent of the other party except
that the Collaborator may assign this CRADA to the successors or
assignees of a substantial portion of the Collaborator's business
interests to which this CRADA directly pertains.
12.7 Notices. All notices pertaining to or required by this CRADA shall be
in writing and shall be directed to the signatory(s).
12.8 Independent Contractors. The relationship of the parties to this
CRADA is that of independent contractors and not as agents of each
other or as joint venturers or partners. USGS shall maintain sole and
exclusive control over its personnel and operations.
12.9 Use of Name or Endorsements.
12.9.1 The Collaborator shall not use the name of USGS or the
Department of the Interior on any product or service which is
directly or indirectly related to either this CRADA or any
patent license or assignment agreement which implements this
CRADA without the prior approval of USGS. The Collaborator
shall not publicize, or otherwise circulate, promotional
material (such as advertisements, sales brochures, press
releases, speeches,
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still and motion pictures, articles, manuscripts or other
publications) which states or implies governmental,
departmental, bureau, or government employee endorsement of a
product, service or position which the Collaborator
represents. No release of information relating to this CRADA
may state or imply that the Government approves of the
Collaborator's work product, or considers the Collaborator's
work product to be superior to other products or services.
12.9.2 The Collaborator must obtain prior governmental approval from
USGS for any public information releases which refer to the
Department of the Interior, any bureau or employee (by name
or title), or this agreement. The specific text, layout,
photographs, etc., of the proposed release must be submitted
with the request for approval.
12.9.3 By entering into this CRADA, USGS does not directly or
indirectly endorse any product or service provided, or to be
provided, by the Collaborator, its successors, assignees, or
licensees.
12.10 Trademarks. The Parties may seek to obtain
trademark/servicemark protection on products or services
generated under this CRADA in the United States or foreign
countries. The ownership and other rights to trademark usage
shall be mutually agreed upon and reduced to writing as
products develop.
ARTICLE 13. DURATION OF AGREEMENT AND EFFECTIVE DATE
13.1 Duration of Agreement. It is mutually recognized that the
development program cannot be rigidly defined in advance, and that
the contemplated time periods for completion of each phase are good
faith guidelines subject to adjustment by mutual agreement, to fit
circumstances as the development program proceeds. In no case will
this CRADA extend beyond the ending date specified in Article 3.1,
unless it is revised in accordance with Article 12.5 of this
agreement. Certain provisions survive the termination of this
CRADA, as specified, in Article 9.4.
13.1(b) It is expressly understood and agreed that this CRADA contains
a Statement of Work and General Terms and Conditions. It is the
intent of the parties that should it become necessary for any third
party to interpret this agreement, the terms and conditions set
forth in the General Provisions and any executed Amendments take
precedence over other documents generated for this project if there
is an apparent conflict in the terms.
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13.2 Effective Date. This CRADA shall enter into force as of the date of
the last signature of the parties as shown on the title page.
For the Collaborator /s/ Xxxxxx X. Xxxxxxxxx
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March 26, 1999
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Date
USGS Review /s/ Xxxxx Xxxxxxxxxxx
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March 25, 1999
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Date
For the U.S. Geological Survey /s/ Xxxxxxx X. Xxxx
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March 25, 1999
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Date
