HomeMy Public PortalAboutResearch Service Agreement No 12554- GA Southern Unv Reseach & Service Found Inc 9-26-19RESEARCH SERVICE AGREEMENT NO. 12554
BETWEEN
GEORGIA SOUTHERN UNIVERSITY RESEARCH
AND SERVICE FOUNDATION, INC.
AND
CITY OF TYBEE ISLAND
THIS RESEARCH SERVICE AGREEMENT ("Agreement") is between the GEORGIA SOUTHERN
UNIVERSITY RESEARCH AND SERVICE FOUNDATION INC., a nonprofit corporation organized and existing
under the laws of the State of Georgia, having a place of business at Georgia Southern University, P.O. Box 8005,
Statesboro, Georgia 30460-8005, hereinafter referred to as "GSURSF", and
"SPONSOR": City of Tybee Island
Dr. Shawn Gillen, City Manager
Address: P.O. Box 2749 Phone: 912-472-5070
Tybee Island, GA 31328 Email:
WHEREAS each of the aforementioned being referred to individually as the "Party" or collectively as the
"Parties";
WHEREAS, GSURSF and the Board of Regents of the University System of Georgia on behalf of Georgia
Southern University (hereinafter referred to as "University") have entered into an agreement wherein University
and its faculty and staff employees, independent contractors, subcontractors, and student assistants perform
research and service projects under agreements executed by GSURSF with outside sponsors and/or entities, and
GSURSF manages and controls University's interests in intellectual property rights created under said agreements
with outside sponsors and/or entities; and
WHEREAS, the Research Services contemplated by this Agreement are of mutual interest and benefit to
GSURSF and SPONSOR, will further the instructional, research and public service missions of University in a
manner consistent with its status as a nonprofit, tax-exempt, educational institution, and may derive benefits for
both University and SPONSOR through the advancement of knowledge;
NOW, THEREFORE, the Parties hereto agree as follows:
1. STATEMENT OF WORK AND REPORTING
GSURSF agrees to use its reasonable efforts to perform the Research Services appended hereto and
incorporated as Appendix A. Periodic reports will be provided (check one) ® as described in Appendix A; or
❑ as follows:
2. PERIOD OF PERFORMANCE
The period of performance shall be 09/13/2019 through 12/31/2020.
3. PRICE AND PAYMENT
As compensation for the performance of this Agreement, the SPONSOR agrees to pay GSURSF the fixed
price of Twelve Thousand Five Hundred Dollars ($12,500.00). SPONSOR shall have no responsibility for any
expenditure in excess of the amount specified above.
SPONSOR shall: 0 Provide full payment upon submission of the executed Agreement;
® Provide payments according to the following schedule:
• 50% due upon execution of the Agreement
• 50% due at conclusion of the Period of Performance and receipt of the Final
Report
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Georgia Southern University Research And Service Foundation
Compensation for the performance of this Agreement shall be made payable to GSURSF and should cite
the Agreement number provided in the fully -executed Agreement:
Georgia Southern University Research and Service Foundation, Inc.
P.O. Box 8005
Statesboro, GA 30480-8005
912-478-5465
4. REPORTS AND PUBLICATIONS
A. GSURSF shall provide SPONSOR with a written report regarding the data obtained in the course of said
Academic Research Services to the extent required in Article 1. Said report shall be maintained as confidential
pursuant to Article 5 of Agreement.
B. SPONSOR recognizes that the results of Research Services which do not disclose Confidential Information
provided hereunder may be deemed publishable by GSURSF, and that the researchers engaged in project
shall be free to publish these results, consistent with the obligations imposed in Article 5 of this Agreement.
GSURSF will provide SPONSOR with thirty (30) days to review any manuscripts or proposed publications
arising out of Research Services. SPONSOR may request GSURSF to delay publishing such proposed
publication for a maximum of an additional sixty (60) days in order to protect the potential patentability of any
inventions described therein. Failure to respond within sixty (60) days shall constitute de facto agreement of
SPONSOR that no delay in publication is necessary.
5. CONFIDENTIALITY
"Confidential Information" shall mean any SPONSOR -provided materials, written information, and data
marked "Confidential" or non written information and data disclosed which is identified at the time of disclosure
as confidential and is reduced to writing and transmitted to the other party within sixty (60) days of such non-
written disclosure. GSURSF hereby agrees to use the same degree of care it uses to protect its own
confidential information and will, to the extent permitted by law: 1) maintain for a period of five (5) years the
Confidential Information obtained from SPONSOR pursuant to this Agreement; and 2) maintain as confidential
any data and interpretation of said Confidential Information arising out of said Research Services until
SPONSOR has had the opportunity to review same. Publications will be limited to new scientific information
regarding Research Services performed, and GSURSF will use reasonable efforts not to disclose proprietary
processes or methods of SPONSOR, or the nature or composition of materials provided by SPONSOR.
6. INTELLECTUAL PROPERTY
All inventions arising out of Research Services will be promptly disclosed to SPONSOR. GSURSF shall not
obtain or attempt to obtain patent coverage on SPONSOR -provided materials or information, without the
express written consent of SPONSOR. All inventions, patent applications, or patents made during Research
Services which name as an inventor at least one employee of University shall be owned as follows:
A. Inventions which involve the use of, composition of, or improvement to SPONSOR -provided materials or
information, or a derivative, analogue thereof shall belong to SPONSOR; and
B. Inventions which cover a scientific process, technique, procedure, medium, device or other process which
is not unique to processing SPONSOR's proprietary materials or does not derive from SPONSOR -provided
materials or information shall be owned by GSURSF.
7. PUBLICITY
SPONSOR shall not use the names of GSURSF, University, nor of any of its employees or components, nor
any adaptation thereof, in any advertising, promotional or sales literature without the prior written consent
obtained from GSURSF and University, as applicable in each case. SPONSOR may not imply endorsement
by, employment at, or express opinions as those of GSURSF, University, or any components the University
System of Georgia.
8. GOVERNING LAW
This Agreement is performable in Bulloch County, Georgia, and shall be governed and construed in
accordance with the laws of the State of Georgia. This Agreement shall be governed by Georgia law including
but not limited to O.C.G.A. §50-5-85 whereas the SPONSOR, Individual or Corporation certifies that it is not
currently engaged in and agrees for the duration of this agreement not to engage in, a boycott of Israel.
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Georgia Southern University Research And Service Foundation
9. WARRANTIES AND INDEMNITY
GSURSF IN NO WAY GUARANTEES RESEARCH SERVICES PERFORMED PURSUANT TO THIS
AGREEMENT AND MAKES NO WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE QUALITY OF
PRODUCT PRODUCED UNDER THIS AGREEMENT. SPONSOR AGREES TO INDEMNIFY AND HOLD
HARMLESS GSURSF AND UNIVERSITY AGAINST ANY CLAIMS AND COSTS (INCLUDING COUNSEL
FEES) ARISING OUT OF SPONSOR'S COMMERCIAL SALE OR DISTRIBUTION OF PRODUCTS OR
PROCESSES DEVELOPED UNDER THIS AGREEMENT, OR ITS RELIANCE UPON THE REPORTS
PROVIDED UNDER THE AGREEMENT.
10. TERMINATION
Either Party may terminate this Agreement upon thirty (30) days written notice to the other party. Upon
GSURSF's receipt of a notice of termination, GSURSF shall discontinue all performance of obligations, deliver
to SPONSOR all work products completed in performance of the Agreement as of the termination date and
invoice SPONSOR for any and all unpaid costs incurred in the performance of this Agreement prior to the
termination date. SPONSOR shall then reimburse GSURSF those invoiced costs within thirty (30) days of
receipt of this final invoice.
11. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the Parties relative to the Research Services
described herein. The Agreement may be modified, renewed or extended by written mutual agreement of the
parties.
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their authorized
representative.
SPONSOR: CITY OF TYBEE ISLAND
GEORGIA SOUTHERN UNIVERSITY RESEARCH
AND SERVICE FOUNDATION
By: 441.1.`` By:
Na ...10q,..A/ .' Y; Name: Bruxanne Hein
Title: Executive Director
Date: CF 6&-7'r' & '26!1' Date:
Title: P),x-L4 f 1
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Georgia Southern University Research And Service Foundation