COOPERATIVE RESEARCH AND DEVELOPMENT AGREEMENT …



TECHNOLOGY EVALUATION viaLIMITED PURPOSE COOPERATIVE RESEARCH AND DEVELOPMENT AGREEMENTFROM U.S. ARMY RESEARCH LABORATORY TO [EXTERNAL ORGANIZATION]ARL CRADA (XX-XXX)[EXTERNAL ORGANIZATION]U.S. ARMY RESEARCH LABORATORYDefine Role:RECIPIENTPROVIDERTechnical POCw/phone #(if applicable)NameOrganization/Department PhoneEmailDr. Anit GiriRDRL-WMM-F(410) 306-0824anit.k.giri.civ@mail.milLegal POC w/ phone# NameOrganization/Department PhoneEmailAlan KalbARL Legal Counsel(301) 394-1769alan.i.kalb.civ@mail.milAdministrative POC W/ phone# NameOrganization/Department PhoneEmailAnnMarie MartinTechnology Transfer Office(410) 278-9106 annmarie.b.martin.civ@mail.milSignatoryNameTitle PhoneEmailDr. Philip PercontiDirector,U.S. Army Research LaboratoryMailing Address OrganizationDivisionAddressCity, State ZIPU.S. Army Research Laboratory Technology Transfer Office RDRL-DPP/T. Mulkern Bldg 321 RM 110APG, MD ?21005-5425The purpose of this Agreement is for Technology Evaluation effort between the U.S. Army Research Laboratory (hereinafter referred to as “ARL” or “PROVIDER”) and [EXTERNAL ORGANIZATION] (hereinafter referred to as (“COLLABORATOR” or “RECIPIENT”). The Parities of this Agreement and their Roles as RECIPIENT or PROVIDER are identified above. The TECHNOLOGY being evaluated can be a Device, Software or Material and for this Agreement is defined as a Material. This Agreement is entered into under the authority of the Technology Transfer Act of 1986, as amended.With respect to ARL furnishing the following: It has long been known that aluminum (Al) reacts with water to produce hydrogen (H2) gas and aluminum oxide via a hydrolysis reaction. Aluminum metal oxidizes when in contact with water, rapidly producing a passivating oxide layer which prevents the hydrolysis reaction (evolution of H2). Further, hydrolysis to evolve H2 can only occur if the native oxide layer is actively removed. This is usually achieved by adding hazardous corrosive compounds (NaOH, KOH etc.) which dissolve in water, toxic and expensive metals (such as gallium, platinum, etc.), or by forcing the reaction by additional external energy (electric current and/or superheated steam). The U.S. Army Research Laboratory (ARL) has invented a novel nanogalvanic structured aluminum based particulate material which is capable of generating hydrogen very rapidly by hydrolysis reaction with water and any liquid that contains water (e.g. naturally scavenged water, coffee, energy drink, urine, etc.) at room temperature without chemicals, catalysts or externally supplied power. These patent pending powders produce hydrogen at a rate that currently is one of the fastest reported for Al and water reactions without the need of hazardous and costly materials or additional processes. The reaction results in the production of hydrogen and heat with only inert residual materials. The Parties seek to evaluate the powders in terms of producing hydrogen that could be used to generate power using fuel cells (hereinafter referred to as TECHNOLOGY) to [EXTERNAL ORGANIZATION] and/or information or devices relating to and/or derived from them, including data (Information) generated under this Agreement; the Parties agree as follows: 1. RECIPIENT agrees that the TECHNOLOGY, devices, and/or Information generated under this agreement will be used for the following research and evaluation purposes only. The TECHNOLOGY and/or Information shall not be sold, offered for sale, used for commercial purposes, or be furnished to any other party by RECIPIENT without advance written approval from the PROVIDER’s official signing this Agreement or from another official to whom the authority has been delegated and any use of furnishing of the TECHNOLOGY shall be subject to the restrictions and obligations imposed by this Agreement.2. The purpose of this Agreement is to provide RECIPIENT the TECHNOLOGY through the U.S. Army Research Laboratory and/or Information; no further collaboration is contemplated. Any TECHNOLOGY rights to the TECHNOLOGY in existence prior to this Agreement, or potential rights, such as patent applications or invention disclosures are retained by the PROVIDER. Any invention patentable under U.S. patent law that is conceived or first reduced to practice under the Agreement by RECIPIENT shall be owned by the RECIPIENT. The Government shall retain a nonexclusive, nontransferable, irrevocable, paid-up license to practice the invention or have the invention practiced throughout the world by or on behalf of the Government. In the exercise of such license, the Government shall not publicly disclose trade secrets or commercial or financial information that is privileged or confidential within the meaning of section 552 (b)(4) of title 5 or which would be considered as such if it had been obtained from a non-Federal party.3. The relationship of RECIPIENT to PROVIDER is that of independent parties and not as agents of each other or a joint venture. RECIPIENT agrees to notify other parties to which it has a contractual relationship involving the use of the TECHNOLOGY the origin of the TECHNOLOGY. 4. When the TECHNOLOGY is no longer being used for research purposes, RECIPENT should render any remaining sample inert by placing it in a water solution.5. The RECIPIENT agrees to report in a timely manner the results of any research or testing relative to the TECHNOLOGY (collectively, the “Research”) and its product to the PROVIDER. RECIPIENT shall deliver any and all TECHNOLOGY relevant research results and data related to and/or supporting such research results to PROVIDER without restriction. 6. The TECHNOLOGY is provided as a mutually beneficial evaluation of the TECHNOLOGY’s performance. It is provided without warranty of merchantability or fitness for a particular purpose or any other warranty, expressed or implied. No indemnification for any damages is intended or provided under this Agreement. Each Party shall be responsible for any damages it incurs as a result of its activities under this Agreement. 7. RECIPIENT shall accept full responsibility for the safety of the Evaluation and assure the Evaluation will be performed in accordance with all Federal, State and local laws, rules and regulations. Where applicable, each Party agrees to abide by all laws, rules, and regulations governing biological select agents and toxins. 8. RECIPIENT agrees to provide appropriate acknowledgement of the source of the TECHNOLOGY in all publications. PROVIDER and RECIPIENT agree to confer and consult to provide a reasonable review period, at least thirty (30) days, prior to the publication or presentation of DATA regarding the TECHNOLOGY, to assure that no Proprietary or otherwise protected information is released and that patent rights are protected. Publication and/or presentation will be delayed for a reasonable time to afford needed protection.9. If the Parties decide to collaborate on research using the TECHNOLOGY, then a new Cooperative Research and Development Agreement will be negotiated which defines the extent of the collaboration between the Parties. 10. The non-Federal Party to this Agreement agrees to make no claim or inference regarding this Agreement, the TECHNOLOGY or its products which implies governmental endorsement or recommendation. 11. The principal Points of Contact for RECIPIENT and PROVIDER are as set forth on page 1 of this Agreement.12. This Agreement shall be construed in accordance with the laws of the United States. 13. The obligation of the parties to transfer technology to one or more other parties, provide technical information, devices, and reports to one or more other parties and otherwise perform under this Agreement are contingent upon compliance with applicable United States Government export control laws and regulations. The transfer of certain technical data and commodities may require a license from a cognizant agency of the United States Government or written assurances by the Parties that the Parties shall not export technical data, computer TECHNOLOGY, or certain commodities to specified foreign countries without prior approval of an appropriate agency of the United States Government. The Parties do not, alone or collectively, represent that a license shall not be required, nor that, if required, shall be issued. 14. The Parties may terminate this Agreement at any time by giving the other Party to this Agreement 30 days prior written notice. 15. The PROVIDER shall furnish to the RECIPIENT the TECHNOLOGY as outlined in the Statement of Work (SOW). The RECIPIENT shall pay any funds due to ARL as outlined in the SOW Payment Instructions. It is understood and agreed that the Government will not incur costs in excess of estimated amount without notice to the RECIPIENT of a revised estimated cost and deposit, with the Government, by the RECIPIENT of such additional sum as may be required to cover the additional estimated costs. 16. Government Non-Subject Data and Protectable Invention Information: ARL shall place a nondisclosure marking on all Non-Subject Data that is Proprietary Information or Protectable Invention Information and furnished to COLLABORATOR(S). Such marked Data, as long as it remains protected, shall not be disclosed or otherwise made available by COLLABORATOR(S) outside the Parties without the written consent of ARL.“DATA PROTECTED FROM RELEASE OR DISCLOSURE UNDER 35 U.S.C. §§ 205 AND/OR 5 U.S.C. CHAPTER 5, SUBCHAPTER II IN ACCORDANCE WITH ARL CRADA NUMBER (XX-XXX)”This Agreement is effective as of the last date of signature of all authorized officials of the Parties and shall be effective for six (6) months. The person signing this Agreement on behalf of the RECIPIENT represents that he/she has the authority to bind the RECIPIENT to the terms of this Agreement. [EXTERNAL ORGANIZATION]U.S. ARMY RESEARCH LABORATORYBY: ________________________________ BY: _________________________________NameTitle[EXTERNAL ORGANIZATION]Dr. Philip PercontiDirector, U.S. Army Research LaboratoryDate: ___________________________ Date: ___________________________STATEMENT OF WORK FOR TECHNOLOGY EVALUATIONTITLE: Experimental Evaluation of Aluminum Alloys for Hydrogen Generation OverviewThe purpose of this effort is to evaluate the characteristics and performance of Al-based alloy powder for hydrogen generation via reaction of the powders with water or any liquid containing water. The tasks will be used to perform experiments necessary to evaluate the powders to generate hydrogen that could be used for power generation using appropriate fuel cells or other purposes. COLLABORATOR will:[EXTERNAL ORGANIZATION] will performs various tests on the powder to understand its characteristics and properties as well as possible applications with other devices. Tests could include investigations to obtain data on water needed, heat produced, hydrogen gas (H2) produced, byproduct composition (Gibbsite, Boehmite, Alumina) and weight, volume, and density and also perform H2 gas analysis. Tests could also extend to performance of power generation systems or other performance data from systems using any resultant product of the reaction.Specifc test proposed are:Test 1Test 2ARL will:ARL will bring in unique processing knowledge and capability for developing Al-alloy powders for hydrogen generation in order to provide [EXTERNAL ORGANIZATION] with a 10g sample of the Al-alloy powder and the current characteristic and performance data of the powders.ARL and COLLABORATOR(S) will do jointly:Independently evaluate the characteristics of the powder with regard to the reaction of the powder with water or any other fluid to occur for providing desired supply of hydrogen.Payment Instructions[EXTERNAL ORGANIZATION] agrees to pay ARL the following fees/costs in accordance with the payment schedule below:[EXTERNAL ORGANIZATION] shall provide ARL $0.00 (U.S.) in funding, to be due no later than 30 days after the date of the last signature to this Agreement. This cost covers _______N/A________.[EXTERNAL ORGANIZATION] will have the option to fund ARL $0.00 (U.S.) per __________N/A___________.Each check or U.S. Postal Money Order, payable to the “U.S. Army Research Laboratory” and its cover correspondence shall refer to ARL CRADA (XX-XXX).Checks will be mailed to:U.S. Army Research Laboratory Technology Transfer Office RDRL-DPP/AnnMarie MartinBldg 321 RM 113APG, MD ?21005-5425Insufficient and Excess FundsARL will commence performance under this Agreement once payment by COLLABORATOR to ARL has been provided. In the event COLLABORATOR fails to tender the Government the required payment within fifteen (15) days after its respective due date, COLLABORATOR shall be in default under this Agreement for failure to make payments. If COLLABORATOR is in default for this reason, ARL shall notify COLLABORATOR. If COLLABORATOR does not cure the default within fifteen (15) days of mailing date of notice, ARL may proceed to terminate the Agreement in accordance with Article 14. Funds that COLLABORATOR paid and that ARL has not obligated or expended at the time of completion, expiration, or termination of this Agreement shall be returned to COLLABORATOR after ARL’s submission of a final fiscal report to COLLABORATOR.No New CommitmentsARL shall make no new commitments concerning this Agreement after receipt of a written termination notice from COLLABORATOR and shall, to the extent practicable, cancel all outstanding commitments by the termination date. Should such cancellation result in any costs incurred by ARL, COLLABORATOR agrees that such costs shall be chargeable against any funding that it provided to ARL. Accounting RecordsARL shall maintain current accounts, records, and other evidence supporting all its expenditures against funding provided by COLLABORATOR under this Agreement and shall retain such records for at least twelve (12) months after the completion, expiration, or termination of this Agreement. ARL shall provide COLLABORATOR a financial report within four (4) months after completion, expiration, or termination of this Agreement. APPENDIX A - Points of Contact[EXTERNAL ORGANIZATION]U.S. ARMY RESEARCH LABORATORYCOLLABORATORARLTechnical POC[Name] [Phone][Email] Dr. Anit GiriRDRL-WMM-F410-306-0824anit.k.giri.civ@mail.milLegal POC [Name] [Phone][Email]Alan KalbARL Legal Counsel301-394-1769alan.i.kalb.civ@mail.milAdmin. [Name] [Phone][Email]AnnMarie MartinTechnology Transfer Office(410) 278-9106 annmarie.b.martin.civ@mail.milSignatory[Name] [Title][Phone][Email]Dr. Philip PercontiDirector ARLOrganizationOrganizationDivisionAddressCity, State ZIPU.S. Army Research Laboratory, Technology Transfer OfficeRDRL-DPT/Thomas MulkernBldg 321 Rm 1106375 Johnson RdAPG MD 21005-5425Web SiteMain:arl.army.milAction Officer if not above[Name] [Phone][Email]Joshua Houck410-278-5221joshua.d.houck.civ@mail.milAPPENDIX B - Researchers[EXTERNAL ORGANIZATION]Researchers Working Under this JWSNameEmployer and/or Affiliation with [EXTERNAL ORGANIZATION]Email AddressCountry of Citizenship(S)US Permanent Resident/Visa Type(if applicable)Example:Jill JonesGlobalResearch contractor for University of USAj.jones@USAExample:Stan SmithUniversity of USAs.smith@UofUSA.eduAustriaUS F-1 ................
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